Loading...
HomeMy WebLinkAboutPW16-292 - Other - Astound Broadband, LLC - Notice of Transfer of Control of a Parent Company - 11/30/2020KeElev Dqre ffiECEEVHD Michael R. Dover Kelley Drye & Warren LLP 333 West Wacker Drive Suite 2600 Chicago, lL 60606OEC - 7 Z0z0 CITYOF KET{T CITY CLHNK Tel'. 312-857-7087 Fax: 372-857-7095 November 30,2020 By FedEx City of Kent City Clerk 220 Fourth Avenue South Kent, WA 98032 Re: Notice of Transfer of Control of a Parent Company of Astound Broadband, LLC To City Clerk: As you may have heard, equity ownership in a parent company of Astound Broadband, LLC will be transferred to a different private equity firm from the one that now controls it. This transaction will not change the operations of Astound Broadband, LLC, nor will it change Astound Broadband, LLC's obligations to comply with its franchise agreement. lt is, however, expected to make additional resources available to Kent with which it can enhance its network and improve its services in City of Kent. Specifically, funds associated with Stonepeak lnfrastructure Partners ("Stonepeak"), d private equityfirm, entered into an agreementto acquire Radiate Holdings, L.P. ("Radiate"), a subsidiaryof the TPG Capital group. Radiate operates leading regional providers, including Astound Broadband, LLC ("the Company"), originally issued to Astound Broadband, LLC. The Company currently holds a franchise to offer service in your community. Stonepeak and Radiate believe that the transaction offers prospects for the continued enhancements of the system and services available to cable customers in City of Kent. When the transaction under the agreement is consummated, the indirect control of your community's franchisee will have changed. However, your community's franchise will continue to be held by the same legal entity that holds your franchise today, it will continue to provide service pursuant to that franchise, and the same company that manages the system today will continue to do so. However, it will operate under the ultimate ownership and indirect control of Stonepeak. Again, as part of this transaction, Stonepeak has no current plans to change the localoperations or structure of the operations or the services offered. Upon completion, Stonepeak will combine its resources and expertise with Astound Broadband, LLC's knowledge of the local cable marketplace to build upon the successes of Astound Broadband, LLC and further enhance the customer experience in your community. Stonepeak and Patriot Media Consulting LLC will partner to investigate opportunities NEWYORK WASHINGTON, DC CHICAGO HOUSTON LOS ANGELES SAN DIEGO PARSIPPANY STAMFORD Affiliate Office: MUMBAI City of Kent November 30,2020 to invest in the network and in technology, enabling the Company to expand and grow its infrastructure, enhance its high-speed data services, and otherwise improve its offerings. You do not need to take any action in response to this letter. Stonepeak has filed an application with the Federal Communications Commission ("FCC") for approval of the transfer of control of various licenses held by the Radiate group of companies, and the FCC is currently reviewing the transaction. Enclosed is a copy of the Public lnterest Statement that was attached to our filing with the FCC. The parties intend to close the transaction upon regulatory approvals. lf you have any questions or inquiries regarding this matter, please contact David von Moritz, Corporate Counsel, at 425-896-1868 or dvon moritz@wavebroadband.com, or contact the u n dersigned. We look forward to continue working with you Respectfully itted, Michael R. Dover Kelley Drye & Warren LLP (773l'272-2382 M Dover@ kelleyd rye.com Counselto Radiate Holdings, L.P Michael Nilsson Harris, Wiltshire & Grannis LLP (202)730-1307 MNilsson@hwglaw.com Cou nsel to Stonepeak lnfrastructure Pa rtn e rs Enclosures fi/1"/4 2 Public Interest Statement Made The Federal Communications Commissionl The Proposed Transaction Will Serve the Public Interest Stonepeak's goal in the Proposed Transaction is simple: to make more resources available to an already excellent group ofcable, broadband, and telephone providers. Stonepeak believes that it can create value by investing incremental capital after closing of the Proposed Transaction and has a history of partnering with leading management teams to provide a financial partner with available growth capital to scale their platforms. A majority of Stonepeak's investments have substantial follow-on growth capital commitments. For example, since its acquisition by Stonepeak in 2015, ExteNet has expanded its indoor and outdoor "neutral host" distributed network ("DNS") systems to help meet the intense demand for improved mobile and wireless broadband coverage and capacity in key strategic markets across the United States, and is the largest independent DNS provider in the United States. Stonepeak has chosen this investment among other ones potentially available to it, in part, because of the excellent management and operations teams leading the Authority Holders. Stonepeak currently intends to retain the current management team and does not currently intend to materially change the operations of the Authority Holders-other than to devote additional resources to help the Authority Holders invest in their networks and services. "[T]he Commission has long recognized the clear public interest benefits in a license or authorization holder being able to assign or transfer control of its license or authorizationfreely."2 Please note that the discussion of the federal standard of review for the Federal Communications Commission ("Commission") has been removed from re-statement but may be provided upon request. Applications of T-Mobile US,Inc., & Sprint Corp.,for Consent to Transfer Control of Licenses & Authorizations,34 FCC Rcd. 10578, n4l Q0l9). 3 The Proposed Transaction will have no adverse impact on the customers or operations of the Authority Holders. Upon consummation of the Proposed Transaction, the Authority Holders intend to continue to provide service at the same rates, terms, and conditions as contained in existing customer contracts. It is contemplated that existing customers will continue to be served by the Authority Holders under their existing authorizations, as well as under existing tariffs and contracts. The Proposed Transaction is not anticipated to result in service disruption, contract termination, or customer confusion. And, as discussed above, it is contemplated that the Authority Holders will continue to operate under the direction of their current experienced and knowledgeable management team. It is anticipated that the only material change resulting from the Proposed Transaction will be that the Authority Holders will be controlled by Transferee rather than TPG Advisors. Transferee and the Stonepeak funds and managed vehicles acquiring the passive equity interests in Radiate Holdings are well-qualified to become the new controller and owners, respectively, of the Authority Holders, which, following consummation of the Proposed Transaction, will enjoy access to the resources and management expertise of Transferee and its aff,rliates and the Stonepeak funds and managed vehicles. The Proposed Transaction will create no new combinations that will adversely affect competition in any domestic or U.S. international market. None of Transferee's owners control, or are affiliated with, any dominant domestic or international telecommunications providers in the United States. 4