HomeMy WebLinkAboutRes 08-06 02/21/2006
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2/14/06
RESOLUTION NO. 8-06
A RESOLUTION CONSENTING TO TRANSFER
CONTROL OF CABLE TELEVISION FRANCHISE AGREEMENT
WHEREAS, the President and Board of Trustees of the Village of Mount Prospect
entered into a non-exclusive Franchise Agreement with Ameritch New Media which
agreement was effective January 19, 1999, pursuant to approval of Resolution 2-99 (the
"Franchise Agreement"); and
WHEREAS, the Franchise Agreement allowed Ameritech New Media Agreement to
construct and operate a cable television system within the Village pursuant to Chapter 65
ILCS Section 5/11-42; and
WHEREAS, Chapter 6 of the Village Code of Mount Prospect governs the Franchise
Agreement required to operate Cable Television in the Village; and
WHEREAS, the Cable Television Franchise Agreement may be modified from time to
time, as provided in Chapter 6 of the Village Code; and
WHEREAS, on November 30, 2001 Ameritech New Media was sold to Wide Open West
Illinois, LLC (WOW) and the Village's Cable Television Franchise Agreement transferred
to WOW; and
WHEREAS, in December 2005 Avista Capital Partners acquired ownership and control of
Wide Open West, Illinois, LLC (WOW); and
WHEREAS, in accordance with the Village's Cable Television Franchise Agreement
Avista Capital Partners filed an FCC Form 394 - Application for Consent to Transfer
Control of Cable Television Franchise, "Transfer Application" attached hereto and made a
part of this Resolution as "Exhibit A"; and
WHEREAS, the "Transfer Application" is consistent with the requirements of the Federal
Cable Act and the existing Franchise Agreement between Wide Open West Illinois, LLC
(WOW) and the Village of Mount Prospect; and
WHEREAS, the Village of Mount Prospect is willing to consent to the Transfer of Control
to Avista Capital Partners, LLC effective April 21, 2006;
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES
OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS ACTING IN
THE EXERCISE OF THEIR HOME RULE POWERS:
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Consent to Transfer Control
Paqe 2/2
SECTION ONE: The President and Board of Trustees of the Village of Mount Prospect
authorize the Transfer of Control of the Cable Television Franchise Agreement to Avista
Capital Partners.
SECTION TWO: This Resolution shall be in full force and effect from and after its
passage and approval in the manner provided by law.
AYES:
Corcoran, Korn, Lohrstorfer, Skowron, Zadel
NAYS:
None
ABSENT:
Wilks
PASSED and APPROVED this 21 sl day of February, 2006.
Paul Wm. Hoef rt
Mayor Pro T em
ATTEST:
H :\CLKO\files\ WI N\RES\AmendfranchiseagreementWideOpen W est(W OW)feb2006.doc
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val Canmunlcalions Commission
..,shlngton, DC 20554
FCC 394
APPUCATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
ApprCMId By OMB
3060-0573
SECTION I. GENERAL INFORMATION
I FOR RWlCIISEAUTHORITY USE ONlY
2. Applicallan for:
o AssIgnment of Franchise
1. Community Unit ldenliflcallan Number: ILl 7 0 1
~ TnnferofConlRll
DATE December 22, 2005
3. Franchislrig Authority: Mount Prospect, IL
4. IcIentify carnmunltyVt'hel8the systemIfranchIs that Is the subject of the assignment or tnnfer of control is located: "
Mount Prospect, IL
5. Datnystem was acquired or (for system's constructed by the transferor/assignor) the date an
mich serW:e was provided to the first subscriber in lhefranchlse area: November 30, 2001
6. Proposed effective dale d cIoslng of the translCtion ass91lng or transferring ClWrIeI'ShIp r! the
system to tnnfereeIassignee: April 30, 2006
'. Attach as an E*lbIt a schecIule of any and all additional infbrmaIIon or material flied with this
appUcation Ihet is lclentIfied in the fr&'1Chlse as requlrecl to be provided to the franchising
authoritywhen requesting lis apprCMII d the type of trwlsacllon that is the subject of this
appIlcatian.
Elchlblt No.
1
PART 1- TRANSFEROR/ASSIGNOR
1. Indicate the mme. maIIlng address, and telephone number of the transferorIassignor.
Legal named Transferor/Assignor (If lndMduaI, list last mme first)
Wide Open West Holdings, LLC
Assumed name used for doing business (If any)
WOW! Internet, Cable and Phone , .'
MaiIlng street address or P.O. EIaK
7807 East peakview Avenue, Suite 400
City I~ "I ZIP Code I Telephone No. (include area code)
Englewood 80111 (720) 479-3500
2. (a) Attach as an EIIhIblt a c:cpy of the c:ontrac:t or agrenent that provides for the asslgriment or
transfer of canlIoI fll1cluding any 8lChR* or schedules thereto necess;uy in order to understand the
terms Ihereof). If there Is only an oraIlIgI_lllll'1t, reduce the terms to writing and attach.
(Conficlential tnde. business. pricing or markeIing information, or other information not othelwise
pubrlCly avalIabIe, may be redacted).
Eld1iblt No.
2
(b) Does the contract submitted in response to (8) abOlle embody the fuD and complete agreement
between the transferor/assignor and the transfereelassignee?
DYes~No
ExhiblfNo.
2
If No, ecplain in an Exhibit.
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FCC 394 (Page 1)
September 1996
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'ART 11- TRANSFEREE/ASSIGNEE
1. (a) Indicate the name, mailing address. and telephone number of the transferee/assignee.
legal name of Transferee/Assignee (if Inclvldual, list last name first)
Racecar Aqquisition, LLC
Assumed name used for doing business (If any)
Mailing street address or P.O. Box
65 East 55th Street, 18th Floor
City State ZIP Code Telephone No. (include area code)
New York NY 10022 (212) 593-6958
(b) Indicate the name, mailing address, and telephone number of person to contact, if other than transferee/assignee.
Name of contact Person (list last name first)
Elizabeth A. Hammond
Firm or company name (if any)
Drinker Biddle &: Reath LLP
Mailing street address or P.O. Box
1500 K Street, NW, Suite 1100
City State ZIP Code Telephone No. (include area code)
Washington DC 20005 (202) 842-8843
(e) Attach as an Exhibit the name, mailing address, and telephone number of each additional person
who should be contacted, If any.
Exhibit No.
3
(d) Indicate the address where the system's records will be maintained.
Street Address
1674 Frontenac Road
City State ZIP Code
Naperville IL 60563
2. Indicate on an attached mchibit any plans to change the current terms and conditions of service
and operations of the system as a consequence of the transaction for which approval Is sought.
Exhibit No.
4
FCC 394 (Page 2)
September 1996
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~ON II. TRANSFEREE'SJASSIGNEE'S LEGAL QUALIFICATIONS
1. Transferee/Assignee is:
o Corporation
a. Jurisdiction of incorporation: d. Name and address of registered agent in
jurisdiction:
b. Date of incorporation:
c. For profit or not-for-profIt:
o Urnited Partnership
a Jurisdiction in which fanned: c. Name and address of registered agent in
jurisdiction:
b. Date of formation:
o General Partnership
o
~
I a. Jurisdiction Whose laws govern fannatlon:
b. Date of formation:
Individual
Other. Describe in an Exhibit.
I ~~tNO. I
2. List the transferee/assignee. and. if the transferee/assignee is not a natural person, each of Its officers. directors, stockholders
beneficially holding more than 5% of the outstanding voting shares, general partners, and limited partners holding an equity interest
of more than 5%. Use only one column for each individual or entity. Attach additional pages if necessary. (Read carefully - the
lettered items below refer to corresponding lines in the following table.)
(a) Name, residence, occupation or principal business, and principal place of business. (If other than an indMdual, also show name,
address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) Ust the applicant
first, officers, next. then directors and, thereafter, remaining stockholders and/or partners.
(b) Citizenship.
(c) Relationship to the transferee/assignee (e.g.. officer, director, etc.).
(d) Number of shares or nature of partnership interest.
(e) Number of votes.
(f) Percentage of votes.
(a) .Kacecar AcqUl.Sl.tl.on, ~. See attacnea see attached
65 East 55th St., 18th Fl.
New York, NY 10022
(b) Delaware
(c) Applicant
(d)
(e)
(f)
FCC 394 (Page 3)
September 1996
Section n, question 2 cont'd:
(a) David Burgstabler
61 East86h Street, Apt. 24
New York, NY 10028
(a) Benjamin Silbert
13 West 77* Street, Apt 2
New York, NY 10024
Partner of Avista Capital Partners
General Counsel of Avista Capital Partners
. (a):Jason Mozingo (a) James F'mkelstein
2 Pasture Lane 2 Park Avenue," Suite 1405
Darie.n, cr 06820 New York, NY 10016
Principal of Avista Capital Partners rutner of Avista Capital Partners
Racecar Acquisition, LLC Racecar Acquisition, LLC
65 East 55th St, 18th FL 6S East 55th St., 18th Fl.
NeW York. NY 10022 " New York, NY" 10022
:b JUS. (b)"US
c Director .0 Director
d 0,00% :d 0.00%
e 0.000"" e 0.00%
:t) 0.00% 't1 0.000"
(a) Brendan Scollans (~) Colleen Abdoulah
250 East 65th Street, Apt. lIB CEO of WOW
New Yorlc, NY 10021 7807 East Peakview Ave., Ste. 400
Englewood, CO 80111
Vice President of Avista Capital Partners
Racecar Acquisition, LLC
6S East 55th St, 18th Fl.
New York. NY 10022
(b) US (b) US and Canada
(c) Director (c) Director & Member ofRacecar Holdings,
LLC1
d) 0.00% :d See footnote 1
eIO.oo% e See footnote 1
:t) 0.00% :f1 See footnote J
I The management group (of 25 people) will collectively own approximately four percent (4%) of the equity of
RacCcar Holdings, LLC and 6.3 percent of the voting interests. Ms. Abdoulab will become a Director of Racecar
Acquisiticm. LLC at the closiDg of this tnmsaction.
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<a> Racecar Holdings, LLC <a> The Northwestern Mutual Life Insurance
65 East 55th St., 18th Fl. Company
New York, NY 10022 720 East Wisconsin Avenue
Milwaukee WI 53202
Authorized 1)erson: Tim Collins
(b Delaware rb Wisconsin
lC Sole Member ofRacecar Acquisition, LLC c Co-investor in Racec:ar Holdinszs, Ltc
(d 100% rd 35.3%m . interest
(e) 100% of the . interests e O.OOOA.
(f) 100% rf 0.00%
<a) Thoinpson Dean
550 Park Avenue, Apt 10E
New York, NY 10021
(a> Steven Webster
1908 RiVer Oaks Blvd
HoUston,'TX 77019
Co..MaUgingl'artner,of Avista
AviStaCapi1al partners
65 East 55th St, 18th Fl.
New York. NY 10022
:b US
C See Exhibit 7
~d See Exhibit 7
e See Exhibit 7
':fJ See Exhibit 7
Co-MaDaging Partner of Avista
AviStB Capital Partners
65 East 55th St., 18th Fl.
New YOrk NY.10022
" US .
c See Exhibit 7
~ See Exhibit 7
e See Exhibit 7
'f See Exhibit 7
.(8) Avista Capital Partners, L.P. (8) To be determined'
" 6S East 55th St, 18th Fl.
New York. NY 10022
(b) Delaware
(c) Controlling Member ofRacecar Holdings,
LLC
r c1 56.5% . interest
e Not Applicable
(f 93.7% votinK interests
Z The Northwestern Mutual Life Insmance Company for its Group Aouuity Separate AccOWlt, an affiliate of The
Northwestern Mutual Life Insurance Compaoy (the "Company"), will hold less than five percent of total investment
held by the Company.
3 Two additional outside directors will be added to the Board at the Closing.
'\. If the applicant is a corporation or a limited partnership, Is the transferee/assignee formed under the
laws of, or duly qualified to transact business in, the State or other jurisdiction in which the system
operates?
If the answer is No, explain in an Exhibit.
4. Has the transferee/assignee had any Interest In or In connection with an applicant which has been
dismissed or denied by any franchise authority?
If the answer is Yes, describe circumstances In an Exhibit.
5. Has an adverse finding been made or an adverse final action been taken by any court or
administrative body with respect to the transfereelassignee In a civil, criminal or administrative
prQCeeding, brought under the provisions of any law or regulation related to the foIlO1Ning: any
felony; revocation, suspension or Invoh.ntary transfer of any authorization (including cable
franchises) to provide video programming services; mass media related antitrust or unfair
competition; fraudulent statements to another government unit; or employment discrimination?
If the answer is Yes, attach as an Exhibit a full description of the persons and malter(s) Involved,
Including an identification of any court or 8dmIristratlve body and any proceeding (by dates and file
numbers, if applicable), and the disposition of such proceeding.
6. Are there any documents, Instruments, contracts or understandings relating to ownership or future
ownership rights with respect to any attributable Interest as described In Question 2 (including, but
not limited to, non-voting stock interests, beneficial stock ownership Interests, options, warrants,
debentures)?
If Yes, provide particulars in an Exhibit.
'. Do documents, instruments, agreements or understandings for the pledge of stock of the
transfereefassignee, as security for loans or contractual performance, provide that: (a) voting rights
will remain with the applicant, even in the event of default on the obligation; (b) In the event of
default, there will be either a private or public sale of the stock; and (c) prior to the exercise of any
ownership rights by a purchaser at a sale described in (b), any prior consent of the FCC and/or of the
franchising authority, if required pursuant to federal, state or local law or pursuant to the terms of
the franchise agreement will be obtained?
If No, attach as an Exhibit a full explanation.
SECTION III. TRANSFEREE'SlASSIGNEE'S FINANCIAL QUAliFICATIONS
1. Th8 transferee/assignee certifies that It has sufficient net liquid assets on hand or available from
committed resources to consummate the transaction and operate the facilities for three months.
2. Attach as an Exhibit the most recent financial statements, prepared In accordance with generally
accepted accounting principles, Induding a.balance sheet and Income statement for at least' one full
year, for the transferee/assignee or parent entity that has been prepared in the ordinary course of
business, if any such financial statements are routinely prepared. Such statements, if not otherwise
publicly available, may be marked CONFIDENTIAL and will be maintained as confidential by the
franchise authority and its agents to the extent permissible under local law.
SECTION IV. TRANSFEREE'SlASSIGNEE'S TECHNICAL QUALIFICATIONS
Set forth In an exhibit a narrative account of the transferee'slassignee's technical qualifications, experience
and expertise regarding cable television systems, including, but not limited to, summary information about
appropriate management personnel that will be involved in the system's management and operations. The
transferee/assignee may, but need not, list a representative sample of cable systems currenUy or formerly
"'~ed or operated.
FCC 394 (Page 4)
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o Yes 29 No
I Exhi:t No. I
o Yes 29 No
I ~iANo. I
o Yes 29 No
~7ANO. I
29 Yes 0 No
~~No. I
o Yes 29 No
Exhl:t No'1
eg Yes 0 No
Exhibit No.
9
Exhibit No.
10
September 1996
.3ECTIONV. CERTIFICATIONS
Part 1- Transferor/Assignor
. . . ~ :i
All the statements made in the appJIcalion and attached emibits are considered material representations. and aD the Exhibits are a
material part hereof and are incorporated herein as if set out In fuR in the application. .
I CERTIFY that the statements In this application are true,
complete and correct to the best of my knowledge and belief
and are made in good faith.
WILLFUL FALSE STATEMENTS MADE ON THIS FORM
ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT.
U.$. CODE. TIlLE 18, SECTION 1001.
Check appropriate classification:
D IndMduII . D GenerII PIrtner
DIllt
SIgnIlure
PllntM
D, Craig Martin, General Counsel , Secretary
D CorparateOlllclr
(IndIcIIIlt TIlle}
EJ 0Iher. ~
. Ltc Officer
Part 11- Transferee/Assignee
All the statements made In the application and attached ExhIbits are considered material representationS. and all the ElchIbl1& are a
material part hereof and are incorporated herein as If set out In full In the application.
The transfereelasslgnee certifies that helshe:
<e) Has a current copy of the FCC's Rules governing cable television systems.
(b) Has a current copy of the fra1Chlse that Is the subject of this application, and of any applicable state laws or local ordinanCeS and
related regulations.
(e) Win uselts best efforts to comply with the terms of the franchise and applicable Italelaws or toeal ordinances and related RIgUIatians.
and to effect changes. as promptly as practicable, in the operation system, if any changes are necessary to cure any violations thereof or
defaults thereunder presently In eIfect or ongoing. .
I CERTIFY that the statements in this application are true,
complete and corl8Ct to the best of my knowledge and belief
and are made III good faith.
WILLFUL FALSE STATEMENTS MADE ON THIS FORM
ARE PUNISHABLE BY FINE ANDIOR IMPRISONMENT.
U.S. CODE. TIne 18, SECTION 1001.
Check appropriate classification:
D lncIMdual 0 GenerII PIItner
FCC 394 (Page 5)
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SIgnature
Dale
PrInl Nt......
Benjamin Silbert, Vice President
DCaparaieOfficer
(1ncIlcaIe TiUe)
El OIher.ElcpIIln:
Vice Pres. of LLC
September 1996
TABLE OF EXlUBITS
Description Number
. Application. Complete . ..... ............ ........................... ............... ............... ................... 1
Asset PiJr'chase A~ent .. ......... .... ..........................~............. ...~.......... ........ .......... 2
Additional Con1:act Persons .. ....... ............... ..'t,'~.:.li~..... ~.......... .....~................................. 3
TCIlIlS and Conditions of Service ........;...................................................,. ............. 4
Transferee .. ......... .................... .......... ....... ....... ........ ...,...... .... ...... ..... .......... ........... 5
Qualification to Transact Business ,....................................................................... 6
Fut'uJ;e Own.ersbip .... .... ......... .........;. ......:. .... ... ..... ..... ... ......... ..... .............. ........ ...... ...... 7
Pledge of Membership Interests .................................................,.................,........ 8
Financial Statements ... ........... ....... ....,.. ..... .....,;.'.................. .......,., ......,. .... ......... ..... 9
Technical Qualifications ..... ..............., ..... ....... ..................... ....... ............ ......... ..... 10
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