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HomeMy WebLinkAbout69-12 - Res. Granting Consent and Approval to Wave Broadband Change of Control TransactionRESOLUTION NO. (oil I A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MASON COUNTY, WASHINGTON, GRANTING CONSENT AND APPROVAL TO WAVE BROADBAND CHANGE OF CONTROL TRANSACTION WHEREAS, WaveDivision IV, LLC, a Washington limited liability company d/b/a Wave Broadband ("Franchisee") currently holds a franchise (the "Franchise") granted by Mason County, (the "County") to own and operate a cable system in the County; 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 liability company affiliated with Oak Hill Capital Partners III, 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 County and have provided the County with all information regarding the Transaction required by applicable law (collectively, the "Application"); and WHEREAS, the County 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 Transaction is in the best interests of the County. NOW, THEREFORE, the Board of County Commissioners of Mason County, Washington does hereby resolve: 1. The County consents to and approves of the Transaction to the extent required by the terms of the Franchise and applicable law; 2. To the best of the County's knowledge and belief, there are no 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. 3. Effective upon the closing of the Transaction, the Franchisee shall remain responsible for any obligations and liabilities under the Franchise. 4. This Resolution is adopted and approved in accordance with all applicable notice and procedure requirements under all laws applicable to the County, and with all applicable notice and procedure requirements. This Resolution shall take effect upon its passage in accordance with applicable law. 1 Mason County , ,. Reso uti n N©. LI1 'i�_. Approva to Waive Broadband cange of cortroi transaction PASSE ATT it'' day � day of GCjDttAAi?EYZ_, 20.i12, annon Goudy, irk o the i and APPROVED AS TO FORrvi Tim Whitehead, Chief Deputy Prosecuting Attorney BOARD OF COUNTY COMMISSIONERS MASON COUNTY, WASHINGTON Ring Erickson, C L, Ctt Tim Sheldon, Commissioner rat Steve Bloomfield, Commissioner