HomeMy WebLinkAboutResolution 86-62RESOLUTION 86-62
RESOLUTION APPROVING THE CHANGE IN
CONTROL OF GROUP W CABLE OF COLUMBIA
HEIGHTS/HILLTOP, INC.
WHEREAS, the' City of Columbia Heights (hereinafter "City")
awarded a cable communications franchise (hereinafter
"Franchise") to Group W Cable of Columbia Heights/Hilltop, Inc;
and
WHEREAS, Group W Cable, Inc. owns eighty-four percent (84%)
of the stock of Group W Cable of Columbia Heights/Hilltop, Inc.;
and
WHEREAS, the City, in granting the Franchise, considered and
approved Group W Cable of Columbia Heights/Hilltop, Inc.'s tech-
nical ability, financial condition and legal qualifications in a
full public proceeding which afforded reasonable notice and a
reasonable opportunity to be heard; and
WHEREAS, Minnesota law and the Franchise prohibit a change in
control of Group W Cable of Columbia Heights/Hilltop, Inc.
without the prior consent of the City; and
WHEREAS, the City is in receipt of a NOTICE and REQUEST FOR
APPROVAL OF SALE OF STOCK from Group W Cable, Inc., Group W Cable
of Columbia Heights/Hilltop, Inc. and North Central Cable
Communications Corporation (hereinafter "North Central"); and
WHEREAS, the Franchise states that the City may inquire into
the qualifications of the prospective controlling party; and
WHEREAS, the City has undertaken a process and requested cer-
tain information from North Central to document North Central's
technical ability, financial condition and legal qualifications;
and
WHEREAS, the City has conducted a public hearing that
afforded reasonable notice and a reasonable opportunity to be
heard and the process has, in all respects, complied with appli-
cable law;
NOW, THEREFORE, BE IT RESOLVED by the City of Columbia
Heights, Minnesota as follows:
1. The Franchise held by Group W Cable of Columbia
Heights/Hilltop, Inc. is valid and in full force and effect.
Page Two
2. The City hereby waives any right of first refusal to
purchase the stock of Group W Cable of Columbia Heights/Hilltop,
Inc. but only as that right of first refusal applies to the
transaction now p~ndinG before the City.
3. The technical ability, financial condition and legal
qualifications of North Central as they apply to the acquisition
of a controlling interest and the operation of Group W Cable of
Columbia Heights/Hilltop, Inc. are hereby approved.
4. The City consents to and approves the change in control
of Group W Cable of Columbia Heights/Hilltop, Inc. from Group W
Cable, Inc. to North Central, subject to the closinG of the
purchase of stock and on the followinG conditions:
A. North Central shall, within thirty (30) days of the
date set forth below, submit to the City a certificate duly
executed and acknowledged by the Chief Executive Officer or
Chief Financial Officer of North Central statinH:
1. The officer has read and understands the
financial proformas (hereinafter "Business Plan") of
North Central that have been submitted to the City;
2. The Business Plan has been prepared in Good
faith and represents manaGement's professional judgment
of the future performance of North Central; and
3. The Business Plan, based upon management's
professional judgment, is reasonable and achieveable in
liHht of the marketplace.
B. North Central shall, within thirty (30) days of the
date set forth below, enter into a Guaranty AGreement in
substance, form and manner acceptable to the City which
Huarantees performance of all the obligations of Group W
Cable of Columbia Heights/Hilltop, Inc. under the Franchise.
C. ToHether with those documents described in
paragraphs (A) and (B) above, North Central shall pay all
reasonable costs and expenses incurred by the City as a
result of the review and approval of this transaction.
D. In the event North Central fails to comply with any
of the requirements set forth in paragraphs (A) through (C)
within the time specified, unless the time is extended by the
City, this RESOLUTION and any and and all approvals, set
'forth herein shall be null and void.
Page Three
5. North Central and/or Group W Cable of Columbia Heights/
Hilltop, Inc. may grant to its lender or lenders a security
interest or lien on any or all of the cable, wires, and equipment
of the System, ~he Franchise and its other tangible and
intangible assets, both real and personal, including a pledge of
the stock of North Central and/or Group W Cable of Columbia
Heights/Hilltop, Inc. to secure the borrowing of North Central
from such lender or lenders; provided, however, nothing contained
herein shall limit in any way the rights or authority of the City
under the Franchise.
6. North Central shall, within fourteen (14) days after the
closing on the purchase of stock or the granting of any security
interest or lien, file with the City a copy of the deed,
agreement, mortgage, lease or other written instrument evidencing
such security interest, lien, sale, or transfer of ownership or
control, certified and sworn to as correct by North Central.
7. In the event North Central fails to close with Group W
Cable, Inc. on or before December 31, 1986, unless such time is
extended by an affirmative vote of the City, this
RESOLUTION and any and all approvals contained herein shall be
null and void.
Passed and adopted this 27th day of 0C7085~ ~ /// / ,
ATTEST BY BY '
Its ..City Manaqer Its Mavor
Offered by: Petkoff
Seconded by:
Peterson
Roll call:
Paulson, Petkoff, Carlson, Peterson -aye Nawrocki - nay