Res. 2166 - Change of Indirect Control of Franchisee WaveDivision VIICOUNCIL BILL NO. 3142
RESOLUTION NO. 2166
A RESOLUTION APPROVING THE CHANGE OF INDIRECT CONTROL OF THE
FRANCHISEE, WAVEDIVISION VII, LLC, UNDER THE CABLE TELEVISION FRANCHISE
WHEREAS, WaveDivision VII, LLC ("Franchisee") owns, operates and
maintains a cable television system (the "System") in the City of Woodburn
pursuant to a cable television franchise ("Franchise") granted by the governing
body of the City of Woodburn (the "Franchise Authority"), and Franchisee is the
current duly authorized holder of the Franchise; and
WHEREAS, pursuant to an Agreement and Plan of Merger ("Agreement"),
funds associated with Stonepeak Infrastructure Partners ("Acquiror"), a Delaware
limited liability company, will purchase 100% of the membership interests of
Radiate Holdings, L.P., a Delaware limited partnership, (which owns 100% of the
indirect ownership interests in Franchisee), and, as a result, the indirect control of
Franchisee will change (the "Change of Control");
WHEREAS, Franchisee and Acquiror have requested the consent of the
Franchise Authority to the Change of Control in accordance with the
requirements of the Franchise, have filed an FCC Form 394 with the Franchise
Authority, and have provided the Franchise Authority with all information
necessary to facilitate a decision by the Franchise Authority (the "Application");
and
WHEREAS, the Franchise Authority has reviewed the Application, examined
the legal, financial and technical qualifications of Acquiror, followed all required
procedures in order to consider and act upon the Application, considered the
comments of all interested parties, and finds Acquiror to be suitable to indirectly
control Franchisee. NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. The Franchise Authority hereby accepts the Application and
consents to the Change of Control, all in accordance with the terms of the
Franchise and applicable law.
Section 2. The Franchise Authority 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 Change of Control has been duly and validly taken.
Page 1 Council Bili No. 3142
Resolution No. 2166
Section 3. This Resolution shall be deemed effective as of the date of its
passage. This Resolution shall have the force of a continuing agreement with
Franchisee and Acquirer, and Franchise Authority shall not amend or otherwise
alter this Resolution without the consent of Franchisee and Acquirer.
Approved as to form: Zs/ N. Robert She4ds February 8, 2020
City Attorney Date
Approved:
Eric Swenson, Mayor
Passed by the Council Q cz,< "A "- " -2 C "-)--I I
Submitted to the Mayor L)
Approved by the Mayor
Filed in the Office of the Recorder '-V Cxr L-A C�
ATTEST:
Heather Pierson, City Recorder
Page 2 Council Bill No. 3142
Resolution No, 2166