PUBLIC NOTICE Federal Communications Commission 445 12th St., S.W. Washington, D.C. 20554 News Media Information 202 / 418-0500 Internet: http://www.fcc.gov TTY: 1-888-835-5322 DA 09-1305 Released: June 10, 2009 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF NEXTG NETWORKS, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 09-94 Comments Due: June 24, 2009 Reply Comments Due: July 1, 2009 On May 29, 2009, NextG Networks of NY, Inc., NextG Networks of California, Inc., NextG Networks of Illinois, Inc., and NextG Networks Atlantic, Inc. (collectively, NextG Networks Entities and Applicants) filed an application pursuant to section 63.03 of the Commission’s rules to transfer control of the majority of the outstanding shares of their parent company’s capital stock from Oak Investment Partners XI, L.P. (Oak), Gabriel Venture Partners II, L.P. (Gabriel), David Cutrer, and John Georges to the Madison Dearborn Entities (Madison) and Accel Entities (Accel).1 NextG Networks, Inc., a Delaware corporation, is the parent of the NextG Networks Entities. All of the NextG Networks Entities are Delaware corporations, except for NextG Networks Atlantic, Inc., which is a Virginia corporation, and all the NextG Networks Entities provide RF Transport telecommunications services via distributed antenna systems primarily to wireless carriers in multiple states.2 NextG Networks, Inc. is currently owned by Oak (27 percent) and Gabriel (15 percent), both U.S. entities, as well as David Cutrer (13 percent) and John Georges (13 percent), both U.S. citizens.3 Following the transfer of control, Next G Networks, Inc. will be owned by the Madison Entities (collectively 61 percent) and the Accel Entities (collectively 14 percent).4 Applicants state that the Madison and Accel entities are U.S. based private equity investment firms and do not provide, or have affiliates that provide, domestic telecommunications services. 1 47 C.F.R. § 63.03; see 47 U.S.C. § 214. 2 The NextG Networks Entities provide RF Transport services in the following states: Arizona, California, Georgia, Indiana, Maryland, Massachusetts, Michigan, New Jersey, New York, Pennsylvania, and Texas. 3 See Exhibit A of the Application for the general partners of Oak and Gabriel. Application for Authorization Pursuant to Section 214 of the Communications Act of 1934, as Amended, and Section 63.04 of the Commission’s Rules, to Transfer Control of NextG Networks of NY, Inc., NextG Networks of California, Inc., NextG Networks of Illinois, Inc., and NextG Networks Atlantic, Inc., WC Docket No. 09-94, Exhibit A, Pre-Transaction (filed May 29, 2009). 4 See Application, Exhibit A, Post-Transaction for a listing of the Madison Entities and their general partners and the Accel Entities and their general partners. 2 Pursuant to the terms of the proposed transaction, NextG Networks, Inc. will be the surviving corporation, and the NextG Networks Entities will continue to be its wholly owned subsidiaries. The current stockholders will cease to own the majority of outstanding shares of NextG Networks, Inc., to be replaced by Madison and Accel. Applicants state that no other stockholder will own 10 percent or more of the outstanding shares of the capital stock of NextG Networks, Inc. Applicants assert that the proposed transaction is entitled to presumptive streamlined treatment under section 63.03(b)(2)(i) of the Commission’s rules, and that a grant of the application will serve the public interest, convenience, and necessity.5 Application Filed for the Transfer of Control of NextG Networks, Inc., WC Docket No. 09-94 (filed May 29, 2009). GENERAL INFORMATION The Wireline Competition Bureau finds, upon initial review, that the transfer of control identified herein is acceptable for filing as a streamlined application. The Commission reserves the right to return any transfer of control application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules and policies. Pursuant to section 63.03(a) of the Commission’s rules, 47 C.F.R. § 63.03(a), interested parties may file comments on or before June 24, 2009, and reply comments on or before July 1, 2009. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day after the date of this notice.6 Comments must be filed electronically using (1) the Commission’s Electronic Comment Filing System (ECFS) or (2) the Federal Government’s eRulemaking Portal. See 47 C.F.R. § 63.03(a) (“All comments on streamlined applications shall be filed electronically . . . .”); Electronic Filing of Documents in Rulemaking Proceedings, 63 FR 24121 (1998). § Comments may be filed electronically using the Internet by accessing the ECFS, http://www.fcc.gov/cgb/ecfs/, or the Federal eRulemaking Portal, http://www.regulations.gov. Filers should follow the instructions provided on the website for submitting comments. § For ECFS filers, if multiple docket or rulemaking numbers appear in the caption of this proceeding, filers must transmit one electronic copy of the comments for each docket or rulemaking number referenced in the caption. In completing the transmittal screen, filers should include their full name, U.S. Postal Service mailing address, and the applicable docket or rulemaking number. Parties may also submit an electronic comment by Internet e-mail. To get filing instructions, filers should send an e-mail to ecfs@fcc.gov, and include the following words in the body of the message, “get form.” A sample form and directions will be sent in response. In addition, email one copy of each pleading to each of the following: 1) The Commission’s duplicating contractor, Best Copy and Printing, Inc., fcc@bcpiweb.com; phone: 202 / 488-5300; fax: 202 / 488-5563; 5 47 C.F.R. § 63.03(b)(2)(i). 6 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in connection with the proposed transaction. 3 2) Tracey Wilson-Parker, Competition Policy Division, Wireline Competition Bureau, tracey.wilson- parker@fcc.gov; 3) Heather Hendrickson, Competition Policy Division, Wireline Competition Bureau, heather.hendrickson@fcc.gov; 4) David Krech, International Bureau, Policy Division, International Bureau, david.krech@fcc.gov; 5) Jim Bird, Office of General Counsel, jim.bird@fcc.gov. Filings and comments are available for public inspection and copying during regular business hours at the FCC Reference Information Center, Portals II, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. They may also be purchased from the Commission’s duplicating contractor, Best Copy and Printing, Inc., Portals II, 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554; telephone: 202 / 488-5300; fax: 202 / 488-5563; email: fcc@bcpiweb.com; url: www.bcpiweb.com. People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at 202 / 418-0530 (voice), 202 / 418-0432 (tty). For further information, please contact Tracey Wilson-Parker at 202 / 418-1394 or Heather Hendrickson at 202 / 418-7295. - FCC -