HomeMy WebLinkAboutR-2331 - Granting consent and approval to change of control transaction - Wave Division 1, LLC, d/b/a Wave BroadbandCITY OF MARYSVILLE
Marysville,Washington
RESOLUTION 233/
A RESOLUTION OF THE CITY OF MARYSVILLE,WASIllNGTON
GRANTING CONSENT AND AFPROVAL TO CHANGE OF CONTROL
TRANSACTION -WAVE DIVISION I,LLC,d/b/a WAVE BROADBAND
WHEREAS,WaveDivision I,LLC,a Washington limited liability company d/b/a Wave
Broadband ("Franchisee")currently holds a franchise (the "Franchise")granted by the City of
Marysville,(the "City")to own and operate a cable system in the City;and
WHEREAS,Franchisee is a wholly-owned subsidiary of WaveDivision Holdings,LLC,
a Delaware limited liability company ("Wave Parent");and
WHEREAS,on May 30,2012,OH WDH Holdco,LLC,a Delaware limited liabiljty
company affiliated with Oak Hill Capital Partners ill,L.P.("Oak Hill"),in conjunction with
WaveDivision Capital,LLC,a Washington limited liability company controlled by Wave
Parent's Chief Executive Officer Steve Weed,entered into a definitive agreement to acquire
Wave Parent from its current majority owners,principally three affiliates of Sandler Capital
Management (the "Transaction");and
WHEREAS,Wave Parent and Oak Hill have filed FCC Form 394 with the City and have
provided the City with all information regarding the Transaction required by applicable law and
the existing franchise (collectively,the "Application");and
WHEREAS,the City has reviewed the Application and has determined that (i)Oak Hill
meets the legal,technical,and financial criteria to become the owner of Wave Parent and the
indirect owner of Franchisee,and (ii)the City should not withhold its consent to the Transaction.
NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF MARYSVILLE,
WASIllNGTON,DOES RESOLVE AS FOLLOWS:
Section I.The City consents to and approves of the Transaction subject to,and to the extent
required by the terms of the Franchise and applicable law.
Section 2.Effective upon the closing ofthe Transaction,the Franchisee shall remain
responsible for any obligations and liabilities under the Franchise.Certification of the transfer
and written acceptance agreeing to be bound by the Franchise will be filed as required by Section
15(b)of the Franchise.
Resolution J.3~1
Page 1
W/M-II-069/Res.change of control transaction
Section 3.This Resolution is adopted and approved in accordance with all applicable notice
and procedure requirements under all laws applicable to the City.
ADOPTED by the City Council and APPROVED by the Mayor this /()f)..day of
~,20l2.
CITY OF MARYSVILLE
:r=~
April O'Brien,Deputy City Clerk
Approved as to form:
By ~dbJrJJ:?\)
'brant K.Weed,City Attorney
Resolution 23,5/
Poge2
W/M-II-069/Res.change of control transaction
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DIVISION HOLDINGS
Via Overnight Delivery
WitVE,.,·,'.....'.""''''1'
June 8,2012
2012
City of Marysvilie,
Attn:Grant Weed,City Attorney
1049 State Ave.
Marysville,WA 98270
Re:Transfer of Control of WaveDivision Holdings,LLC
Dear Mr.Weed:
We are writing with exciting news concerning Wave Broadband.As you know,
WaveDivision I,LLC d/b/a Wave Broadband is the current holder of the cable television franchise
issued by The City of Marysville.Wave Broadband's parent company is WaveDivision Holdings,LLC
("Wave Parent").On May 30,2012,Oak Hili Capital Partners III,L.P.("Oak Hill")and GI Partners
("GI"),in conjunction with Wave Parent's Chief Executive Officer Steve Weed and other members
of Wave Parent management,entered into a definitive agreement to acquire Wave Parent from its
current owners,principally three affiliates of Sandler Capital Management.
Oak Hill and GI are leading private equity firms with longstanding cable and IT
infrastructure expertise.Their financial support will allow Wave Broadband to continue to deliver
highly advanced video,high-speed data and voice services to residential and commercial
customers in your community and Wave Parent's other markets in the Seattle,San Francisco,
Sacramento and Portland areas.Both Oak HIli and GI bring value-added expertise and impressive
track records of successful investments in the cable and broadband industry and their insight and
support will be invaluable as Wave Broadband continues to provide your community with the
highest levels of product quality,speed and customer care available.
Under the terms of the franchise held by Wave Broadband we request the City's consent to
the change of control at Wave Parent level as Oak Hill,GI,Mr.Weed and other members of the
Wave Parent management team (collectively,the "buyers")replace Sandler Capital Management.
Please note:As a result of the proposed transaction there will be no change to the ownership of
Wave Broadband.Further,the only change at Wave Parent will be the replacement of Sandler
Capital Management with Oak Hill and GI.Steve Weed and other members of the executive
management team of Wave Parent will continue to run the company and will increase their
current ownership of Wave Parent.
In support of our request,we are providing a completed .and signed Federal
Communications Commission Form 394 "Application for Franchise Authority Consent to
Assignment or Transfer of Control of Cable Television Franchise,"together with the exhibits
thereto along with two complete copies for your Internal distribution.We believe the materials
Grant Weed
City of Marysville
June 8,2012
Page 2
provided clearly establish that the buyers satisfy the requisite legal,technical and financial
qualifications outlined under applicable federal and local law and under the franchise,and that
these materials furnish you with all the information necessary to make a prompt and conclusive
determination on our request for consent to the proposed change of control at Wave Parent.
The FCC Form 394 submission materials will be deemed filed with the City on your receipt
of this letter on June 9,2012;therefore,the l20-day limit for the franchise authority consideration
of an assignment request pursuant to 47 CFR §76.502 will expire on October 7,2012,
We look forward to working with you to obtain swift approval of our request for the City's
consent to the change of control at Wave Parent.We will send a proposed form of consent
shortly,
Please do not hesitate to contact us if you have any questions,
Very Truly Yours,
Oak Hill Capital Partners III,L.P.
(on behalf of itself and the other buyers)
By:Kevin G.Levy
Title:Vice President of General Partner of
General Partner of General Partner
WaveDivision Holdings,LLC
By:James A.Penney
Title:Executive Vice President