Res 2101 - WaveDivision VII, LLC COUNCIL BILL NO. 3039
RESOLUTION NO. 2101
A RESOLUTION GRANTING CONSENT OF THE CITY OF WOODBURN TO A CHANGE
OF CONTROL TRANSACTION INVOLVING WAVEDIVISION VII, LLC
WHEREAS, WaveDivision VII, LLC, a Washington limited liability company
d/b/a Wave ("Franchisee") currently holds a franchise (the "Franchise")
granted by the City of Woodburn (the "City") to own and operate a cable
system; and
WHEREAS, Franchisee is a wholly-owned subsidiary of WaveDivision
Holdings, LLC, a Delaware limited liability company ("WDH"); and
WHEREAS, on May 18, 2017, Radiate HoldCo, LLC, a Delaware limited
liability company controlled by Radiate Holdings, L.P. ("Radiate Parent"),
WDH, and Wave Holdco, LLC, a Delaware limited liability company ("Wave
Holdco"), the ultimate parent of WDH, entered into a definitive securities
purchase agreement for Radiate Holdco, LLC to acquire Wave Holdco from its
current owners (the "Transaction"); and
WHEREAS, Radiate Parent and Wave Holdco have filed FCC Form 394
with the City and represent that they have provided the City with all
information regarding the Transaction required by applicable law (collectively,
the "Application"); and
WHEREAS, the City has reviewed the Application and has determined
that (i) Radiate Parent meets the legal, technical, and financial criteria to
become the owner of Wave Holdco and the indirect owner of Franchisee,
and (ii) the Transaction is in the best interests of the City; NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. The City consents to and approves of the Transaction to the
extent required by the terms of the Franchise granted by Ordinance 2500 and
applicable law.
Section 2. The City confirms that the Franchise is valid and outstanding
and in full force and effect and there are no defaults under the Franchise.
Subject to compliance with the terms of this Resolution, any action necessary
with respect to the Transaction has been duly and validly taken.
Section 3. To the best of the City's knowledge and belief, there are no
Page 1 Council Bili No. 3039
Resolution No. 2101
existing facts or circumstances that with or without the giving of notice or the
passage of time, or both, would constitute a default of any term or condition of
the Franchise.
Section 4. Effective upon the closing of the Transaction, the Franchisee
shall remain responsible for any obligations and liabilities under the Franchise in
accordance with its terms.
Section 5. This Resolution shall have the force of a continuing
agreement with Franchisee and Radiate Parent, and City shall not amend or
otherwise alter this Resolution without the consent of Franchisee and Radiate
Parent.
Section 6. Ns Resolution is adopted and approved in accordance with
applicable law and shall take effect upon passage.
Approved as to Form:
City Attorney Date'
t
APPROVP cy?
� Kat ry-n Higle(�ayor
Passed by the Council )4i,_,)c# '7
Submitted to the Mayor J,� oi 7
Approved by the Mayor 7
Filed in the Office of the Recorder
ATTEST:
Heather Pierson, City Recorder
City of Woodburn, Oregon
Page 2 Council Bill No. 3039
Resolution No. 2101