HomeMy WebLinkAbout3179 Consenting to the Transfer of Control of a Franchisee, Wave Division I LLC, from Wave Holdco LLC to Radiate Holdings, L.P.Ordinance 3179
Page 1 of 2
Ordinance No. 3179
AN ORDINANCE OF THE CITY OF PORT TOWNSEND, WASHINGTON,
CONSENTING TO THE TRANSFER OF CONTROL OF A FRANCHISEE, WAVE
DIVISION I LLC, FROM WAVE HOLDCO LLC TO RADIATE HOLDINGS, L.P.
WHEREAS, Wave Division I, LLC, a Washington limited liability company d/b/a Wave
("Wave"), is the current holder of a non-exclusive franchise granted by the City of Port
Townsend ("City") by Ordinance 3068 ("Franchise"), to operate and maintain a cable television
system within the City; and
WHEREAS, while the Franchise expired on December 8, 2014, the City and Wave
continued to operate under the terms and conditions of the Franchise and, on July 18, 2016, the
City adopted Ordinance 3153 extending the terms and conditions of the Franchise until
December 31, 2017; and
WHEREAS, the terms and conditions of the Franchise are in full force and effect as of
the date of the execution of this ordinance, and Wave is not currently in default of any Franchise
requirement; and
WHEREAS, Wave is a wholly-owned subsidiary of WaveDivision Holdings, LLC, a
Delaware limited liability company ("WDH") which in turn is controlled by Wave Holdco, LLC,
a Delaware limited liability company ("Wave Holdco"); and
WHEREAS, on May 18, 2017, Radiate HoldCo, LLC, a Delaware limited liability
company ("Radiate HoldCo") that is a wholly-owned indirect subsidiary of, and is controlled by
Radiate Holdings, L.P., a Delaware limited partnership ("Radiate") entered into a definitive
securities purchase agreement pursuant to which Radiate HoldCo will acquire Wave Holdco from
its current owner; and,
WHEREAS, as required by PTMC 5.14.050C, Radiate and Wave Holdco have filed FCC
Form 394, which is an "Application for Franchise Authority Consent to Assignment or Transfer
of Control of Cable Television Franchise") along with supporting documentation, with the City
of Port Townsend; and
WHEREAS, on June 19, 2017, the city received Radiate's and Wave Holdco's
application for consent by the City to the to the securities purchase agreement; and
WHEREAS, the application makes it clear that Wave will continue to be the franchisee
with the City, and that this transaction only transfers indirect control of Wave to Radiate; and
WHEREAS, staff has reviewed the Form 394 submittals and has determined that Wave
continues to qualify for a franchise, and that Radiate has the technical ability, financial ability,
and legal and general qualifications to provide indirect control over Wave;
NOW THEREFORE, the City Council of the City of Port Townsend do ordain as
follows:
Ordinance 3179
Page 2 of 2
Section 1. Findings. Council adopts the recitals as findings.
Section 2. Conclusions. Based on the findings in this Ordinance and the recommendation
of staff, the City Council finds that Wave continues to have the technical ability, financial ability,
and legal and general qualifications to operate the cable television system under the City's
Franchise Agreement and that Radiate has the technical ability, financial ability, legal, and
general qualifications to provide indirect control over Wave.
Section 3. Consent to wi raiisactioti. As provided for in PTMC 5.14.050A the City consents
to and approves the securities purchase agreement between Radiate HoldCo and Wave Holdco.
Section 4 Franchisee's Responsibilities. Wave shall remain responsible for all
obligations and liabilities under the Franchise.
Section 5. Severability. If any provision of this Ordinance or its application to any person
or circumstance is held invalid, the remainder of this Ordinance, or the application of the
provision to other persons or circumstances is not affected.
Section 6. Effective Date. This Ordinance shall take effect and be in force five days after
the date of its publication in the manner provided by law.
ADOPTED by the City Council of the City of Port Townsend at a regular meeting
thereof, held this 21 st day of August, 2017.
Attest:
Joanna Sanders, CMC
City Clerk
[eboral S. St" soil
Mayor
Approved as to form:
Steven L. Gross
City Attorney