045-17 - Resolution - Consenting to the Transfer of Ownership for Wave Division IV, LLCRESOLUTION NO. 045-17
A RESOLUTION OF THE CITY OF PORT ORCHARD, WASHINGTON, CONSENTING
TO THE TRANSFER OF OWNERSHIP OF FRANCHISEE WAVE DIVISION IV, LLC
PURSUANT TO THE REQUIREMENTS OF SUCH FRANCHISE AND FINDING SUCH
TRANSFER TO BE IN THE BEST INTERESTS OF THE CITY.
WHEREAS, WaveDivision IV, LLC, a Washington limited liability company d/b/a Wave
("Franchisee") currently holds a franchise (the "Franchise") granted by the City of Port Orchard,
WA (the "City") to own and operate a cable system in the City; and
WHEREAS, the terms of the Franchise provide that transfer of ownership of the Franchisee
cannot take place without the written consent of the City, in the form of a resolution or ordinance,
after considering the Franchisee's application regarding the same; 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
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 COUNCIL OF THE CITY OF PORT ORCHARD, WASHINGTON, HEREBY RESOLVES
AS FOLLOWS:
THAT: The City consents to and approves of the Transaction to the extent required by
the terms of the Franchise and applicable law.
THAT: 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.
Resolution No. 045 -17
Page 2 of 2
THAT: To the best of the City's knowledge and belief, there are not 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.
THAT: Effective upon the closing of the Transaction, the Franchisee shall remain
responsible for any obligation and liabilities under the Franchise in accordance with its
terms.
THAT: This Resolution is adopted and approved in accordance with all applicable notice
and procedure requirements under all laws applicable to the City. This Resolution shall
take effect upon its passage in accordance with applicable law.
THAT: This Resolution shall have the force of a continuing agreement with Franchisee
and Radiate Parent, and the City shall not amend or otherwise alter this Resolution
without the consent of the Franchisee and Radiate Parent.
PASSED by the City Council of the City of Port Orchard, SIGNED by the Mayor and attested
by the City Clerk in authentication of such passage this 11th day of July 2017.
Robert Putaansuu, Mayor
ATTEST:
| i SEALj Iy\d YU &aaQ'V^
Brandy Rinearsorr, CMC, City Clerk