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1986-49CITY OF HOPKINS Hennepin County, Minnesota ® RESOLUTION 86-49 RESOLUTION GIVING FINAL APPROVAL TO A TRANSFER OF CONTROLLING INTEREST IN CITY'S CABLE TELEVISION FRANCHISE. WHEREAS, The City of Hopkins , Minnesota, ("City") has granted a cable television franchise (the "Franchise") to Rogers Cablesystems of Minnesota Limited Partnership (the "Grantee") pursuant to City's cable communications ordinance (the "Franchise Ordinance"); and WHEREAS, City has also adopted an ordinance (the "Relief Ordinance") intended to provide financial relief to Grantee by providing for a modification of Grantee's obligations for a period of time in order to permit refinancing of Grantee's long-term debt and to enhance its financial viability; and WHEREAS, Grantee has now proposed a refinancing plan, as ® contemplated by the Franchise Ordinance and the Relief Ordinance and seeks approval of such plan; and WHEREAS, the Southwest Suburban Cable Commission (hereinafter SWSCC) has adopted a Resolution, a copy of which is incorporated herein and made part hereof, recommending approval of the transfer of controlling interest in Grantee, approval of Grantee refinancing its long-term debt, and recommending approval of the extension of the Franchise Ordinance term; and WHEREAS, the Resolution of the SWSCC recommends compliance by Grantee of certain conditions; and WHEREAS, it is intended that this Resolution will serve to approve the refinancing plan of Grantee that includes first, with the adoption this Resolution, the approval of the transfer of controlling interest in Grantee, and second, based on the transfer of the controlling interest in Grantee and refinancing according to an amendment to a Loan Agreement, an opportunity for improving the financial operating condition of Grantee; WHEREAS, Rogers Cablesystems of the Southwest, Inc., ® formerly Rogers Cablesystems of Minnesota, Inc. ("RCSI") is the general partner of Grantee and is a wholly-owned subsidiary of Rogers U.S. Cablesystems, Inc. ("RUSCI"); and WHEREAS, the proposed transfer of controlling interest calls for a change in ownership of Grantee's general partner through transfer of the ownership of the shares of RCSI from RUSCI to Rogers American Cable Corp. ("RACC"), a wholly-owned subsidiary of Rogers Cablesystems of America, Inc., ("RCA"); and - 1 - ® WHEREAS, RCSI and Grantee have represented to the SWSCC, which acts on behalf of the City on certain matters related to cable television, that in conjunction with the proposed transfer of controlling interest in Grantee, RACC will make use of its dine of credit from time to time as necessary to provide funds to Grantee to meet operating expenses and debt service payments and RCA will also guarantee performance of Grantee's under the Franchise Ordinance and Relief Ordinance; and WHEREAS, it has been represented by Grantee to SWSCC that such transfer of stock ownership of RCSI will strengthen the financial position of RCSI and will facilitate the refinancing of Grantee's long-term debt; and WHEREAS, SWSCC has engaged the firm of Touche Ross, certified public accountants, to review this proposed transfer of stock ownership of RCSI and the proposed refinancing; and WHEREAS, Touche Ross has made a report to SWSCC indicating that it has reviewed financial material provided to it by RCA and has found that its financial condition is healthier than that of RUSCI; and ® WHEREAS, simultaneous with the transfer of controlling interest in Grantee by RACC an offer was made to the individual limited partners in Grantee to acquire this interest with limited partners holding approximately sixty percent (60%) of the units agreeing to the sale. RACC has assigned its right to purchase these units to RCSI; and WHEREAS, Minnesota Statutes Section 238.083, and Article XII of the Franchise Ordinance, require City approval of any transfer of controlling interest of Grantee; and WHEREAS, it appears that the proposed transfer of controlling interest will not adversely affect the Grantee's subscribers; and WHEREAS, it appears that the proposed transfer of controlling interest is likely to benefit Grantee and may, in turn, permit Grantee to provide better service to its subscribers than it would otherwise be able to provide. WHEREAS, City finds that Grantee has complied with the ® conditions imp po6sed in a Preliminary Resolution passed by City and dated 5/20/8 , WHEREAS, the City considered the transfer of controlling interest request at its meeting on -9/-0/86 , reviewed the Resolution and recommendation of the SWSCC and the presentation from its staff, discussed the requests with representatives of Grantee, and considered all of the reports and O information presented to it at its meeting and finds, based on the foregoing; that A. All procedural requirements set forth in the Franchise and Minnesota state law regarding the consideration of a cable communications system franchise transfer of controlling interest and the approval of the refinancing have been complied with; B. The proposed transfer of controlling interest and refinancing would be in the public interest as contemplated under the Franchise and that the transferee has demonstrated that the transfer of controlling interest will enable the transferee to finance the cable communications system in a more efficient manner than currently existing, thereby eliminating potential financial pressure and cash flow problems on the systems and on future subscriber rates; C. As part of the transfer of controlling interest request and approval of it, the City has relied upon SWSCC's financial consultant representations that by having assurances from the parent organizations of Grantee the financial strength of the cable communications system will be improved; and, in reliance upon this, City has requested Grantee to secure approval from the parent organizations to execute an Agreement of Joint and Several Liability, a copy of which is attached, to be executed by Rogers Cablesystems, Inc., a Canadian corporation, ("Canadian"), RCA and RACC; and D. With the completion of the refinancing as contemplated by the Amendment to Loan Agreement, the provision of Article 11, Section 4 of the Franchise Ordinances of the Members Cities will be satisfied, and upon execution of an Agreement between Grantee and each City acknowledging the completion of refinancing and payment of the "Existing Indebtedness", as described in Article 11, Section 4, the Franchise Ordinance will be extended by four (4) years; E. The terms of the refinancing and the transfer of controlling interest should be approved effective July 31, 1986, and finds that provisions of Article XII, Section 1 of the Franchise Ordinance and Section 238.083 of the Minnesota Statutes are complied with and the terms of the refinancing and transfer of controlling interest are acceptable. © WHEREAS, City will authorize SWSCC to file with the Commissioner of Commerce, as required under Minnesota law, the necessary documentation reflecting the process involved in the approval of the transfer of controlling interest in Grantee and the agreements executed between the parties. NOW, THEREFORE, BE IT RESOLVED that City hereby approves of the transfer of the controlling interest in Grantee and the - 3 - C. Ep E acquisition of the limited partnership units by RCSI, subject to the following conditions: 1. Receipt from Grantee of final signed Resolutions, which will be substantially in form and substance in conformance with the Resolutions presented to SWSCC and attached to the SWSCC Resolution, from RUSCI, RACC, RCA and RCSI and attorney's opinion in a form acceptable to City, and compliance with all requirements of Article XIV, Section 2 of the Franchise Ordinance; 2. Execution by Grantee, and its parent corporations, of all necessary documents including an Acceptance, a Joint and Several Liability Agreement (copies of which are attached as exhibits) and a Certification that all requirements of Article XIV, Section 2 have been complied with. 3. Receipt by SWSCC of authority from Grantee to file with the Commissioner of Commerce the information relating to the transfer of controlling interest and refinancing and extension of term of Franchise Ordinance together with the authority from each Member City for SWSCC to do this filing. 4. Upon refinancing being completed Grantee will execute an Agreement together with City that will acknowledge that the refinancing, effective July 31, 1986, is complete and satisfactory according to the terms of Article 11, Section 4 of the Franchise Ordinance and that the Franchise Ordinance term is extended by four (4) years. 5. The SWSCC is hereby authorized on behalf of City to make said filings as may be required with the Minnesota Commerce Department under Section 238.085 of Minnesota Statutes. 4. Grantee will pay the reasonable costs and disbursements of the SWSCC and its Member Cities directly related to the review and approval of its refinancing plan and the transfer of controlling interest approved by this Resolution. Passed and adopted this ,l9th day of _ August , 1986, by the City of Hopkins, Minnesota DATED: 8/19/86 AEH:SWRESO4A CITY OF By: _ Its: - 4 - Hopkins, Minnesota ® Mayor