RPVCCA_CC_SR_2012_03_20_F_NextG_NetworksCrrvOF
TO:
FROM:
DATE:.
SUBJECT:
MEMORANDUM
HONORABLE MAYOR &CITY COUNCIL MEMBERS
TOM ODOM,DIRECTOR OF PUBLIC WORKS ~~
MARCH 20,2012
ADOPT RESOLUTION NO.2012-, A
RESOLUTION OF THE CITY COUNCIL FOR THE CITY
OF RANCHO PALOS VERDES APPROVING THE
CITY'S CONSENT TO CHANGE IN CONTROL OF
NEXTG NETWORKS
REVIEWED:CAROLYN LEHR,CITY MAN~R~
Project Manager:Nicole Jules,Senior Engineer i\Iv ~
RECOMMENDATION
ADOPT RESOLUTION NO.2012-,A RESOLUTION OF THE CITY COUNCIL
FOR THE CITY OF RANCHO PALOS VERDES APPROVING THE CITY'S CONSENT
TO CHANGE IN CONTROL OF NEXTG NETWORKS.
BACKGROUND/DISCUSSION
The City of Rancho Palos Verdes and NextG Networks of California,Inc.(UNextG")are
parties to a Right-of-Way Use Agreement that was executed on September 6,2011.
Under the terms of the Agreement,the City's consent is required in the event NextG is
subject to a change in control.
NextG is formally requesting that the City consent to a proposed change of control
transaction between,among others,NextG's parent company (NextG Networks,Inc.)
and Crown Castle International Corp.(CCI).Resolution No.2012__memorializes
the written consent of the City.
Staff has verified that all insurance and bonds pursuant to the Agreement are currently
in the appropriate names and amounts.
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FISCAL IMPACT
Adopting staff's recommendation will not result in an impact to the FY 2011-2012
budget.
Attachments:
Resolution No.2012-A RESOLUTION OF THE CITY COUNCIL FOR THE
CITY OF RANCHO PALOS VERDES APPROVING THE CITY'S CONSENT TO
CHANGE IN CONTROL OF NEXTG NETWORKS.
Consent to Change in Control of NextG Networks of California,Inc.
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RESOLUTION NO.2012-_
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF RANCHO PALOS VERDES APPROVING NEXTG
NETWORKS OF CALIFORNIA,INC.'S CONSENT TO
CHANGE IN CONTROL
WHEREAS,the City of Rancho Palos Verdes ("City")and NextG Networks of
California,Inc.("NextG")entered into a right-of-way use agreement dated September 6,
2011 ("Agreement")that provides,in relevant part,as follows:
"12.1.Transactions Requiring City Consent.Consummation of the
following transactions related to this Agreement,or involving NextG,requires the
prior written consent of the City Council expressed by resolution,which consent
will not be unreasonably withheld,conditioned,or delayed:
(ii)Any merger,consolidation,reorganization,business
combination,or other transaction wherein or whereby 20 percent or more of the
ownership interests in NextG,or in any parent company of NextG,will be
affected and control of NextG will change or be subject to change.As used
herein "control"means the possession,direct or indirect,of the power to direct or
cause the direction of the management and policies of NextG.A duly executed
copy of any written instrument evidencing the closing and consummation of any
such transaction must be filed in the office of the City Clerk";
WHEREAS,NextG is a wholly-owned subsidiary of NextG Networks,Inc.,a
Delaware corporation ("Parent");
WHEREAS,on January 11,2012,the City received written notice from Barry G.
Ziker,counsel for Crown Castle International Corp.("CCI"),that Parent and CCI entered
into an agreement and plan of merger whereby Parent will become a wholly-owned
indirect subsidiary of CCI and a wholly-owned direct subsidiary of Crown Castle
Solutions Corp.,thereby affecting a change in control of Parent ("Merger");
WHEREAS,Mr.Ziker has represented that NextG will remain a separate and
existing legal entity following the Merger,and accordingly,the parties to the Agreement
will remain unchanged upon and after the effective date of the Merger;
WHEREAS,Mr.Ziker has represented that Parent will remain a separate and
existing legal entity following the Merger;
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WHEREAS,a duly executed copy of the written instrument evidencing the
consummation of the Merger has been filed with the office of the City Clerk;
WHEREAS,City staff has represented that all insurance and bonds pursuant to
the Agreement are currently in the names of NextG or the Parent;and
WHEREAS,NextG requests the prior written consent of the City,as expressed
by a resolution of the City Council,in order to consummate the Merger,as required by
the Agreement.
NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF RANCHO PALOS
VERDES·DOES HEREBY RESOLVE AND ORDER AS FOLLOWS:
Section 1.The facts and representations as set forth in the recitals of this
Resolution are incorporated herein by this reference.The consent granted by this
Resolution is contingent on the truth and accuracy of the facts and representations as
listed in the recitals and shall not be granted if any of the facts or representations in the
Recitals are found false or inaccurate.
Section 2.The City Council hereby grants its prior written consent to NextG
regarding the Merger,thereby allowing consummation of the Merger.»
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Section 3.The Mayor is hereby authorized to execute this Resolution,and the
City Clerk is directed to attest thereto.
PASSED,APPROVED and ADOPTED this __day of ,2012.
Anthony M.Misetich,Mayor
ATTEST:
Carla Morreale,City Clerk
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State of California )
County of Los Angeles )ss
City of Rancho Palos Verdes )
I,Carla Morreale,City Clerk of the City of Rancho Palos Verdes,hereby
certify that the above Resolution No.2012-_,was duly and regularly passed and
adopted by the said City Council at a regular meeting thereof held on
_______,2012.
City Clerk
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CONSENT TO CHANGE IN CONTROL OF
NEXTG NETWORKS OF CALIFORNIA,INC.
This Consent to Change in Control ("Consent")is granted and effective this _day of
________,2012 by the City of Rancho Palos Verdes,California (the "City")with
respect to NextG Networks of California,Inc.,a Delaware corporation ("NextG").
Recitals
A.NextG provides telecommunications services to wireless carriers through
distributed antenna systems and other facilities located within the United States.
B..The City and NextG entered into a Right-of-Way Use Agreement dated
September 6,2011 ("Agreement)that provides,in relevant part,as follows:
12.ASSIGNMENT
12.1 Transactions Requiring City Consent.Consummation of the
following transactions related to this Agreement,or involving NextG,requires the
prior written consent of the City Council expressed by resolution,which consent
will not be unreasonably withheld,conditioned,or delayed:
(ii)Any merger,consolidation,reorganization,business
combination,or other transaction wherein or whereby 20 percent or more of the
ownership interests in NextG,or in any parent company of NextG,will be
affected and control of NextG will change or be subject to change.As used
herein,"control"means the possession,direct or indirect,of the power to direct or
cause the direction of the management and policies of NextG.A duly executed
copy of any written instrument evidencing the closing and consummation of any
\such transaction must be filed in the office of the City Clerk.
C.NextG is a wholly-owned subsidiary of NextG Networks,Inc.,a Delaware
corporation ("Parent").On December 15,2011,Parent entered into -an Agreement and Plan of
Merger with,among others,Crown Castle International Corp.(NYSE:CCI),a Delaware
corporation ("CCI"),whereby Parent will become a wholly-owned indirect subsidiary of CCI
and a wholly-owned direct subsidiary of Crown Castle Solutions Corp.("Solutions"),and
thereby effect a change in control of Parent (sometimes referred to as the "Merger").
D.NextG will remain a separate and existing legal entity following the Merger,and
accordingly,the parties to the Agreement will remain unchanged upon and after the effective
date of the change of control transaction.
E.The City is willing to grant its prior written consent to the change in control of
NextG as provided under the Agreement on the tenns and conditions set forth below.
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1.
NOW THEREFORE,in consideration of the recitals set forth above,and for other good
and valuable consideration,the parties hereby agree as follows:
The City Council consented to the consummation of the Merger by resolution
dated ,2012.
2.Effective as of the date of this Consent,the City hereby grants its consent to the
change in control ofNextG as provided under the Agreement in connection with the Merger.
3.This Consent shall be governed by and construed in accordance with the laws of
the State of California,regardless of the laws that otherwise govern under the principles of
conflicts oflaws.
4..This Consent shall be binding upon and inure to the benefit of the parties to this
Consent and their respective designees,affiliates,successors and assigns.
5.This Consent may be executed in one or more counterparts,all of which shall be
considered one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other party,whether in
original or facsimile form,it being understood that all parties need not sign the same counterpart.
[no further text;signature page follows]
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In witness whereof,the parties have executed this Consent effective as of the date first
shown above.
NEXTG NETWORKS OF
CALIFORNIA,INC.
CITY OF RANCHO PALOS VERDES
.,,.-,
By _
By _
Robert L.Delsman
Senior .vice President Printed Name
Government Relations &Regulatory Affairs
Title
Date:----------
APPROVED AS TO FORM:
Printed Name
Title
Date:----------
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