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					profiles in partnership
                                      Making the
                                       Big Deals
                                NextWave Wireless LLC and Patton Boggs LLP
                                                                    By Scott M. Gawlicki




      A      fter a long and winding road that
              included a favorable Supreme Court
               ruling, NextWave Telecom, the
      parent of NextWave Wireless, completed
      its plan of reorganization in April 2005.
                                                         vice president and senior counsel, Business
                                                         Operations. “That’s what Patton Boggs
                                                         brings to the table. They not only understand
                                                         the current FCC requirements and issues,
                                                         they understand the legacy issues as well.”
                                                                                                                                          “I ended up speaking with George Alex.
                                                                                                                                          We’ve both worked in the industry for years
                                                                                                                                          and we just hit it off,” Richter explains.
                                                                                                                                          “When Linda Woolcott called me in August,
                                                                                                                                          I thought she was calling about my client’s
      The multiyear effort resulted in the sale of                                                                                        spectrum assets. But she was looking
      NextWave Telecom to Verizon Wireless for           First Contact                                                                    for a legal team to help them add to their
      $3 billion and the formation of NextWave           Patton Boggs’ relationship with NextWave                                         spectrum footprint.”
      Wireless LLC.                                      began in July 2005 when Partner
                                                         Jennifer L. Richter—representing another                                         Patton Boggs’ Telecommunications practice
      NextWave Wireless is focused on developing         client looking to sell its spectrum rights in                                    certainly fit the bill. Richter, for instance,
      next-generation wireless broadband                 the Pacific Northwest—contacted the                                              has 15 years of experience representing
      technologies and on delivering turnkey             company to see if it might be interested.                                        communications companies in all facets
      wireless broadband network solutions                                                                                                of their business and was once vice
      to industry partners. To support its business                                                                                       president and general counsel of a wireless
      strategy, NextWave Broadband, a NextWave                                                                                            broadband services company—one she
      Wireless subsidiary, is pursuing the acquisition                                                                                    helped build from its formation to its
      and/or leasing of BRS/EBS and WCS licensed                                                                                          ultimate sale to Sprint Corporation in 1999.
      spectrum that can work with the company’s                                                                                           Further, the practice includes 10 other
      advanced wireless broadband technologies.                                                                                           senior attorneys, each with decades of
                                                                                                                                          experience representing both small and
      To better navigate the sometimes mind-
                                                                                                                                          large wireless entities.
      boggling complexity of the license acquisition
      process, not to mention the fierce competition                                                                                      “We chose Jennifer because of expertise in
      for the spectrum itself, NextWave Broadband                                                                                         the particular band of spectrum we’re
      has formed a close legal relationship with                                                                                          acquiring,” says Alex. “And that experience
      the Telecommunications practice at Patton                                                                                           has been extremely beneficial. She has
      Boggs LLP .                                                                                                                         contacts throughout the industry, which
                                                                                                                                          helps her structure a deal in a fashion
      “We view Patton Boggs as an important
                                                                                                                                          participants are used to.”
      part of our efforts in the spectrum acquisition
                                                                                                         Photo by Michael A. Geissinger




      area,” says George Alex, NextWave                                                                                                   Off and Running
      Broadband’s CFO. “Spectrum deals are                                                                                                Indeed, NextWave wanted and needed
      extremely competitive and Patton Boggs                                                                                              Patton Boggs to hit the ground running. It
      has the experience and the commitment                                                                                               was already August, the spectrum market
      we need to execute the transactions.”                                                                                               was red-hot, and the company wanted to
      “To negotiate a spectrum deal, you’ve got                                                                                           begin establishing its wireless footprint
      to have a thorough understanding of the                                                                                             by the end of 2005. Patton Boggs’ first order
      business and regulatory landscape,” adds                                                                                            of business was to review and revise the
      Linda M. Woolcott, NextWave Broadband’s                                                                                             company’s spectrum acquisition and lease
                                                                     Linda M. Woolcott,
                                                                   NextWave Wireless LLC




04                                                                                                                                                                   www.martindale.com
                                                                                                                           partnership
                                                                                                                                 at a glance
agreements and replace them with an                were included in the templates from the                           NextWave Wireless LLC
alternative, easy-to-use template format to        start. The idea was to try to avoid or resolve
hasten the deal-making process.                    issues beforehand that could make or                              NextWave Wireless LLC is a leading
                                                   break the deal.                                                   developer of next-generation
“It’s an extremely effective approach,”                                                                              wireless broadband and multimedia
Richter explains. “The template makes it           “Most buyers propose a one-sided deal and                         solutions. The company is currently
easy to put the right transaction content          then negotiate the tough points later on.                         developing WiMAX network and
into each contract. The competition for this       NextWave was smart. It avoided that by                            terminal technologies, enabling
spectrum is fierce and the companies trying        essentially agreeing to compromise early                          wireless multimedia technologies,
                                                                                                                     and end-to-end network solutions.


                                                                                                                     As NextWave’s vice president
                                                                                                                     and senior counsel of Business
                                                                                                                     Operations, Linda M. Woolcott
                                                                                                                     manages the company’s
                                                                                                                     commercial contracts and legal
                                                                                                                     issues surrounding NextWave’s
                                                                                                                     wireless spectrum acquisition and
                                                                                                                     development work. Prior to joining
                                                                                                                     the company in 1996, she was a
                                                                                                                     partner with the San Diego law
                                                                                                                     firm Higgs, Fletcher and Mack,

                                                                                             Photo by Julian Jaime
                                                                                                                     where she practiced in real
                                                                                                                     estate and commercial transactions.
                                                                                                                     Over time, she represented
                                                                                                                     telecommunications companies
                                                                                                                     building out their wireless systems
                                                                                                                     in Southern California. It was
                                                                                                                     through that work that she became
                  Jennifer L. Richter, Patton Boggs LLP, and George Alex,                                            acquainted with and eventually
                                  NextWave Wireless LLC                                                              joined NextWave. Linda is Peer
                                                                                                                     Review Rated.

             “In April, we had access to roughly 20 million potential                                                George Alex serves as chief
                                                                                                                     financial officer for NextWave
              customers. Now our spectrum footprint covers more than                                                 Wireless and NextWave Broadband.
                                                                                                                     He joined NextWave Telecom
              90 million people, or roughly one-third of the country. And                                            in 2001 as senior vice president,
              we’re still looking. The acquisition process is ongoing.”                                              Finance. Formerly, he was chief
                                                                                                                     financial officer of Network Plus,
                                                                                                                     an integrated communications
                                                                                                                     provider and a managing director
to acquire it are very aggressive. Sellers often   on,” Richter says. “By avoiding a lot
                                                                                                                     of Prudential Securities, where he
demand term sheets or draft agreements in          of thorny issues at the outset, it took
                                                                                                                     headed the telecommunications
24 hours, and the templates helped us make         significantly less time to negotiate
                                                                                                                     practice. During his career as
that happen.”                                      the deals.”
                                                                                                                     an investment banker, George
In addition to starting from good template         “The same approach applies to leasing EBS                         completed transactions that raised
agreements, it was equally important to            (Educational Broadband Services) spectrum,”                       more than $20 billion for his clients
develop advanced strategies for handling           adds Duffy Knoll, of counsel at Patton Boggs                      and executed M&A assignments in
often-contentious issues like escrow               and a former attorney with the FCC and a                          excess of $6 billion. Contact George
agreements, regulatory representations             business development executive at AOL.                            at CFO@nextwavetel.com.
and warranties, and termination and                “EBS spectrum can only be licensed by
indemnification. Fair compromise positions         educational institutions. But some have




                                                                                                                                                 MAY 2006    05
                                     partnership
                                           at a glance
     Patton Boggs LLP                              general corporate matters. In addition to
                                                   representing prominent telecommunica-
     Patton Boggs’ Telecommunications              tions clients, she possesses an insider’s
     Group has an extensive background in          knowledge of the business, gained while
     foreign and domestic public policy,           serving as the vice president and general      Jennifer L. Richter (left), Patton Boggs LLP;
     regulatory, licensing, privacy and            counsel of Wireless Broadband Services of      Linda M. Woolcott, NextWave Wireless
     litigation matters, corporate finance         America, LLC and Wireless Broadcasting         LLC; Duffy Knoll, Patton Boggs LLP
     and commercial transactions, mergers
     and acquisitions, accessing capital
     markets and technology transactions.
     Over the last decade, the firm has
     represented virtually every sector of the
     telecommunications and information
     technology industries including wireless
     broadband (both licensed and
     unlicensed), equipment and device
     manufacturers, municipal broadband,
     long distance carriers, mobile wireless
     carriers, the leading ISP, the cable
     industry, foreign telephone companies,




                                                                                                                                               Photo by Michael A. Geissinger
     spectrum auction bidders, radio and
     television broadcasters, satellite and
     paging companies, the tower industry
     and service providers participating in
     the federal E-rate program.
     The group’s attorneys have a nationwide
     reputation for representing clients
     in the policy debates that shape
     telecommunications and information
     technology regulations before every
     legislative and administrative body.          Systems of America, Inc.—a company she         major spectrum deals involving 11 major
     The firm was actively involved in the         helped build from its formation to             U.S. markets—including metropolitan New
     congressional debates that produced           its ultimate sale to Sprint Corporation        York, Boston, Los Angeles and Houston.
     the Telecommunications Act of 1996, as        in 1999. She can be reached at
                                                   jrichter@pattonboggs.com.                      “Patton Boggs’ deal-making skills obviously
     well as the implementing regulations.                                                        helped us,” Alex says. “In April, we had
     The Patton Boggs team is now working          Before arriving at Patton Boggs in 2005,       access to roughly 20 million potential
     with companies and legislators on             Duffy Knoll worked as an attorney              customers. Now our spectrum footprint
     issues relevant to the rewrite of the         at the FCC, where he focused on the            covers more than 90 million people, or
     Telecom Act, including regulatory             regulation of the cable television,            roughly one-third of the country. And
     treatment of IP-enabled services and          common carrier and mass media                  we’re still looking. The acquisition process
     the fate of the Universal Service Fund.       industries. He joined the Business Affairs     is ongoing.”
                                                   Group at AOL as a director of Business
                                                   Affairs and Development in 2001,               That means there’s plenty of work ahead
     As a partner at Patton Boggs, Jennifer L.     eventually becoming director of AOL’s          for Patton Boggs, both in the spectrum
     Richter represents telecommunications         Broadband Strategy and Business                acquisition arena and the eventual structuring
     and technology companies in regulatory,       Development area in 2003. He can be            of the broadband network itself.
     transactional, policy, bankruptcy and         contacted at dknoll@pattonboggs.com.           “Patton Boggs brings a lot of value to our
                                                                                                  spectrum team,” Woolcott says. “Jennifer
                                                                                                  has a knack for knowing what we will need
                                                                                                  before we even ask for it. Her business
 more spectrum than they need, so they lease       The Payoff                                     experience helps her do that. She’s proactive
 the excess capacity. The leasing market is just   By September, NextWave’s spectrum              in thinking through risks and opportunities.
 as competitive and the FCC requirements are       acquisition strategy was firmly in place. By   Instead of waiting for us to bring them to
 just as complex. If an opportunity presents       the end of October, its planning paid off—     her attention, she brings them to our
 itself, time is of the essence.”                  NextWave and Patton Boggs completed four       attention. We were lucky to find her.”




06                                                                                                                          www.martindale.com

				
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