(A) General restrictions. No sale, transfer, assignment or lease of the license, or sale, transfer, assignment, lease or fundamental corporate change of or in licensee, including, but not limited to, a fundamental corporate change in licensee’s parent corporation or any entity having a controlling interest in licensee, the sale of a controlling interest in the licensee’s assets, a merger, including the merger of a subsidiary and parent entity, consolidation, or the creation of a subsidiary or affiliate entity, shall take place until a written request has been filed with city requesting approval of the sale, transfer or corporate change and such approval has been granted or deemed granted; provided, however, that the approval shall not be required where licensee grants a security interest in its license and/or assets to secure an indebtedness.
(B) Controlling interest restrictions.
(1) Any sale, transfer, exchange or assignment of stock in licensee, or licensee’s parent corporation or any other entity having a controlling interest in licensee, so as to create a new controlling interest therein, shall be subject to the requirements of this section.
(2) The term controlling interest as used herein is not limited to majority stock ownership, but includes actual working control in whatever manner exercised.
(3) In any event, as used herein, a new controlling interest shall be deemed to be created upon the acquisition through any transaction or group of transactions of a legal or beneficial interest of 15% or more by one person. Acquisition by one person of an interest of 5% or more in a single transaction shall require written notice to city.
(C) Filing requirements. The licensee shall file, in addition to all documents, forms and information required to be filed by applicable law, the following:
(1) All contracts, agreements or other documents that constitute the proposed transaction and all exhibits, attachments or other documents referred to therein which are necessary in order to understand the terms thereof;
(2) A list detailing all documents filed with any state or federal agency related to the transaction including, but not limited to, the PUC, the FCC, the FTC, the FEC, the SEC or any applicable state agency. Upon request, licensee shall provide city with a complete copy of any such document; and
(3) Any other documents or information related to the transaction as may be specifically requested by the city.
(D) Time limit. City shall have such time as is permitted by federal law in which to review a transfer request.
(E) Costs and filing fees. The licensee shall reimburse city for all legal, administrative and consulting costs and fees associated with city’s review of any request to transfer. Nothing herein shall prevent licensee from negotiating partial or complete payment of such costs and fees by the transferee. Licensee may not itemize any such reimbursement on subscriber bills, but may recover such expenses in its subscriber rates. Licensee shall also pay a $2,000 fee for a sales, transfer, assignment or lease request pursuant to A.J.C.C., Vol. I, § 14-1-9 (A)(2).
(F) Guarantees. In no event shall a sale, transfer, corporate change or assignment of ownership or control pursuant to this section be approved without the transferee becoming a signatory to this license and assuming all rights and obligations thereunder, and assuming all other rights and obligations of the current licensee to the city including, but not limited to, any adequate guarantees or other security instruments provided by the license.
(G) City’s right to purchase.
(1) In the event of any proposed sale, transfer, corporate change or assignment pursuant to this chapter, city shall have the right to purchase the system for the value of the consideration proposed in such transaction.
(2) City’s right to purchase shall arise upon city’s receipt of notice of the material terms of an offer or proposal for sale, transfer, corporate change or assignment, which licensee has accepted. Notice of such offer or proposal must be conveyed to city in writing and separate from any general announcement of the transaction.
(H) Waiver of rights by city. City shall be deemed to have waived its right to purchase the system pursuant to this section only in the following circumstances:
(1) If city does not indicate to licensee in writing, within 60 days of receipt of written notice of a proposed sale, transfer, corporate change or assignment as contemplated above, its intent to exercise its right of purchase; or
(2) It approves the assignment or sale of the license as provided within this section.
(I) City right of refusal. No license may be transferred if city determines licensee is in noncompliance of the license unless an acceptable compliance program has been approved by city. The approval of any transfer or ownership pursuant to this section shall not be deemed to waive any rights of city to subsequently enforce noncompliance issues relating to this license even if such issues predated the approval, whether blown or unknown to city.
(Ord. 1413, passed 2-3-2015)