HomeMy WebLinkAbout94-060
• CITY OF LAREVILLE, MINNESOTA
RESOLUTION NO. 94-60
RECOMN~:NDING APPROVAL OF THE TRANSFER
OF OWNERSHIP OF STAR MBTRO CABLE, INC-
WHEREAS, on or about February 16, 1982, the City of
Lakeville, Minnesota ("City") granted a Cable Communications
Franchise to Metro Cable, Inc. by adoption of Ordinance
No. 199 (the "Lakeville Franchise"); and
WHEREAS, on .May 16, 1988, the City passed and adopted
Resolution No. 88-66 approving the change of control of Metro
Cable, Inc. to Star Mid America IV, Inc., a Wisconsin
corporation; and
• WHEREAS, Star Mid America IV, Inc. subsequently created
Star Metro Cable, Inc., a Minnesota corporation, as a
wholly-owned subsidiary of Star Mid America IV, Inc. to serve
as Franchisee of the Lakeville Franchise; and
WHEREAS, Star Metro Cable, Inc., (the "Franchisee"), is
the current and lawful holder of the Lakeville Franchise; and
WHEREAS, Star Mid America IV, Inc. is a wholly-owned
subsidiary of Star Mid America Limited Partnership, a Wisconsin
limited partnership ("SMALP"); and
WHEREAS, SMALP is owned 99.5$ by Star Cablevision Group, a
Wisconsin general partnership, as its general partner and 4.5~
by certain members of Star Cablevision Group's management team
as its limited partner; and
• WHEREAS, Star Cablevision Group and SMALP have entered
into a Purchase Agreement dated as of November 12, 1993 with
-41-
i
• Marcus Cable Partners, L.P., a Delaware limited partnership,
for the purchase by Marcus Cable Partners, L.P., of all of the
assets of SMALP and Star Cablevision Group which includes all
of the issued and outstanding capital stock of Star Mid America
IV, Inc; and
WHEREAS, Marcus Cable Partners, L.P. is owned by Marcus
Cable Company, L.P., a Delaware limited partnership (which is
owned 82.5% by institutional investors which are affiliates of
Goldman Sachs as limited partners and 17.5$ by Marcus Cable
Properties, L.P., a Delaware limited partnership, as general
partner), as its general partner, and Marcus Cable Properties,
L.P., a Delaware Limited Partnership (which is owned by Marcus
Cable Properties, Inc., a Delaware corporation, as general
partner and officers and employees of Marcus Cable Management,
Inc. as limited partners); and
WHEREAS, in compliance with the terms of the Purchase
Agreement, the name of Star Metro Cable, Inc., shall initially
remain unchanged and the name of the Franchisee shall also
.remain unchanged; and
WHEREAS, under the Lakeville Franchise, the transfer of
control of Star Metro Cable, Inc. constitutes a transfer by
means of a fundamental corporate change with respect to the
Franchisee; and
WHEREAS, under Lakeville Franchise, any such transfer
requires the approval of the City; and
WHEREAS, the City has created the Lakeville Cable TV Board
• and has delegated to this Board oversight responsibilities with
-42-
4
• respect to cable television regulatory matters and certain
.matters regarding the Lakeville Franchise; and
WHEREAS, the Lakeville Cable TV Board, with the assistance
of Moss & Barnett, A Professional Association, has reviewed the
proposed transfer of control of Star Metro Cable, Inc. and the
legal, technical, and financial qualifications of Marcus Cable
Partners, L.P.; and
WHEREAS, based on information obtained at a public hearing
conducted by the Lakeville Cable TV Board on February 28, 1994
and on the reports and information received by the Board the
Lakeville Cable TV Board has found no reason to disapprove of
the transfer of control of the Franchisee; and
WHEREAS, the Lakeville Cable TV Board passed and adopted
Resolution No. 1994-1 on February 28, 1994 recommending that
the Lakeville City Council approved the .proposed transfer
subject to certain conditions.
NOW, THEREFORE, the City Council for the City of
Lakeville, Minnesota resolves as follows:
- 1. The Lakeville. Franchise is in full force and
effect without default thereunder by the Franchisee to the
date. hereof in accordance with its terms and conditions as
set forth therein.
2. The Lakeville City Council hereby consents and
approves of the transfer of control of Franchisee subject
to:
. a. Closing of .the asset purchase transaction
pursuant. to the terms and conditions described in
-43-
• information provided by Star Cablevision Group,
SMALP, Marcus Cable Partners, L.P.; Marcus Cable
Company L.P. and Marcus Cable Properties, L.P. to the
Gity.
b. The Franchisee reimbursing the City of
Lakeville and the Lakeville Cable TV Hoard for all
reasonable costs., expenses, and professional fees
incurred as a result of the approval of the transfer
of control of the Franchisee.
c. Marcus Cable Partners, L.P., Marcus Cable
Company L.P. and/or Marcus Cable Properties, L.P.
promptly notifying the City in writing of the
completion of the transfer of control of Franchisee.
• d. Marcus Cable Partners, L.P., Marcus Cable
Company L.P. and/or Marcus Cable Properties, L.P.,
within thirty (30) days of the closing, abiding by
the requirements for acceptance and closing as listed
below:
- i. Marcus Cable Partners, L.P. shall
provide a signed Acceptance Agreement, in a form
supplied by the City.
ii. Marcus Cable Company L.P. shall
provide a signed Guaranty, in a form supplied by
the City.
iii. The Franchisee, Marcus Cable Partners,
L.P., and Marcus Cable Company L.P. shall each
• provide evidence of corporate or partnership
-44-
authority, as applicable, in form and substance
acceptable to the City, to enter into the
Lakeville Franchise, and to .sign the Guaranty
and/or Acceptance.
3. The City of Lakeville hereby waives any right of
first refusal which the City may have pursuant to
Section 11.02 of the Lakeville Franchise, as amended, or,
otherwise, to purchase the .Lakeville Franchise,. or the
cable television system serving the City, but only as such
right of first refusal applies to the request for approval
of the transfer of control of Franchisee now before the
City.
4. Marcus Cable Partners, L.P. may assign or
otherwise grant a security interest in and lien upon any
capital stock and assets of Franchisee and any of the
rights, title and interest represented by the Lakeville
Franchise held by Franchisee as collateral for their
financings.
5. In the event the transfer of control of
Franchisee contemplated by the foregoing .resolutions is
not completed, for any reasons, the City's consent to
transfer of control shall not be effective.
A motion to approve the foregoing Resolution No. 94-60
was .made by Council Member Johnson and duly
seconded by Counci l Member sindt
The following Council Members voted in the affirmative:
-4 5-
The following Council Members voted in the negative:
Passed and adopted by the City Council for the City of
Lakeville this-21st day of March, 1994.
ATT T: CITY OF LAKEVILLE, MINNESOTA
By : BY : ~
City Clerk. It Mayor
•
-4 6-