HomeMy WebLinkAboutResolution No. 2021-020 A Resolution of the City of Arlington, Washington, Approving the Change of Indirect Control of a Franchisee RESOLUTION N0, 2021-020
A RESOLUTION OF THE CITY OF ARLINGTON, WASHINGTON, APPROVING THE CHANGE OF
INDIRECT CONTROL OF A FRANCHISEE
WHEREAS, Astound Broadband, LLC ("Franchisee") owns, operates and maintains
a telecommunications system (the "System") in the City of Arlington pursuant to a
franchise agreement ("Franchise") granted by the governing body of the City of
Arlington (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, BE IT RESOLVED 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.
SECTION 3. This Resolution shall be deemed effective as of the date of its
passage.
RESOLUTION NO. 2021-020 1
This Resolution shall have the force of a continuing agreement with Franchisee
and Acquiror, and Franchise Authority shall not amend or otherwise alter this Resolution
without the consent of Franchisee and Acquiror.
Passed by the City Council of the City of Arlington at a regular meeting on this
19th day of April, 2021.
CITY OF ARLINGTON
Barbara Tolbert, Mayor
ATTEST:
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Wendy Van er Meersche, City Clerk
APPROVED AS TO FORM:
Steve Attorney
RESOLUTION NO. 2021-020 2