profiles in partnership
Making the Big Deals
NextWave Wireless LLC and Patton Boggs LLP
By Scott M. Gawlicki 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.”
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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. The multiyear effort resulted in the sale of NextWave Telecom to Verizon Wireless for $3 billion and the formation of NextWave Wireless LLC. NextWave Wireless is focused on developing next-generation wireless broadband technologies and on delivering turnkey wireless broadband network solutions to industry partners. To support its business strategy, NextWave Broadband, a NextWave Wireless subsidiary, is pursuing the acquisition and/or leasing of BRS/EBS and WCS licensed spectrum that can work with the company’s advanced wireless broadband technologies. To better navigate the sometimes mindboggling complexity of the license acquisition process, not to mention the fierce competition for the spectrum itself, NextWave Broadband has formed a close legal relationship with the Telecommunications practice at Patton Boggs LLP . “We view Patton Boggs as an important part of our efforts in the spectrum acquisition area,” says George Alex, NextWave Broadband’s CFO. “Spectrum deals are extremely competitive and Patton Boggs has the experience and the commitment we need to execute the transactions.” “To negotiate a spectrum deal, you’ve got to have a thorough understanding of the business and regulatory landscape,” adds Linda M. Woolcott, NextWave Broadband’s
First Contact
Patton Boggs’ relationship with NextWave began in July 2005 when Partner Jennifer L. Richter—representing another client looking to sell its spectrum rights in the Pacific Northwest—contacted the company to see if it might be interested.
“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 spectrum assets. But she was looking for a legal team to help them add to their spectrum footprint.” Patton Boggs’ Telecommunications practice certainly fit the bill. Richter, for instance, has 15 years of experience representing communications companies in all facets of their business and was once vice president and general counsel of a wireless broadband services company—one she helped build from its formation to its ultimate sale to Sprint Corporation in 1999. Further, the practice includes 10 other senior attorneys, each with decades of experience representing both small and large wireless entities. “We chose Jennifer because of expertise in the particular band of spectrum we’re acquiring,” says Alex. “And that experience has been extremely beneficial. She has contacts throughout the industry, which helps her structure a deal in a fashion participants are used to.”
Photo by Michael A. Geissinger
Off and Running
Indeed, NextWave wanted and needed Patton Boggs to hit the ground running. It was already August, the spectrum market was red-hot, and the company wanted to begin establishing its wireless footprint by the end of 2005. Patton Boggs’ first order of business was to review and revise the company’s spectrum acquisition and lease
Linda M. Woolcott, NextWave Wireless LLC
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partnership at a glance
agreements and replace them with an alternative, easy-to-use template format to hasten the deal-making process. “It’s an extremely effective approach,” Richter explains. “The template makes it easy to put the right transaction content into each contract. The competition for this spectrum is fierce and the companies trying were included in the templates from the start. The idea was to try to avoid or resolve issues beforehand that could make or break the deal. “Most buyers propose a one-sided deal and then negotiate the tough points later on. NextWave was smart. It avoided that by essentially agreeing to compromise early
NextWave Wireless LLC
NextWave Wireless LLC is a leading developer of next-generation wireless broadband and multimedia solutions. The company is currently developing WiMAX network and terminal technologies, enabling wireless multimedia technologies, and end-to-end network solutions.
Jennifer L. Richter, Patton Boggs LLP, and George Alex, NextWave Wireless LLC
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, 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 acquainted with and eventually joined NextWave. Linda is Peer Review Rated. George Alex serves as chief financial officer for NextWave Wireless and NextWave Broadband. He joined NextWave Telecom in 2001 as senior vice president, Finance. Formerly, he was chief financial officer of Network Plus, an integrated communications provider and a managing director of Prudential Securities, where he headed the telecommunications practice. During his career as an investment banker, George completed transactions that raised more than $20 billion for his clients and executed M&A assignments in excess of $6 billion. Contact George at CFO@nextwavetel.com.
Photo by Julian Jaime
“In April, we had access to roughly 20 million potential customers. Now our spectrum footprint covers more than 90 million people, or roughly one-third of the country. And we’re still looking. The acquisition process is ongoing.”
to acquire it are very aggressive. Sellers often demand term sheets or draft agreements in 24 hours, and the templates helped us make that happen.” In addition to starting from good template agreements, it was equally important to develop advanced strategies for handling often-contentious issues like escrow agreements, regulatory representations and warranties, and termination and indemnification. Fair compromise positions on,” Richter says. “By avoiding a lot of thorny issues at the outset, it took significantly less time to negotiate the deals.” “The same approach applies to leasing EBS (Educational Broadband Services) spectrum,” adds Duffy Knoll, of counsel at Patton Boggs and a former attorney with the FCC and a business development executive at AOL. “EBS spectrum can only be licensed by educational institutions. But some have
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partnership at a glance
Patton Boggs LLP
Patton Boggs’ Telecommunications Group has an extensive background in foreign and domestic public policy, regulatory, licensing, privacy and litigation matters, corporate finance 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, 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. The firm was actively involved in the congressional debates that produced the Telecommunications Act of 1996, as well as the implementing regulations. The Patton Boggs team is now working with companies and legislators on issues relevant to the rewrite of the Telecom Act, including regulatory treatment of IP-enabled services and the fate of the Universal Service Fund. general corporate matters. In addition to representing prominent telecommunications clients, she possesses an insider’s knowledge of the business, gained while serving as the vice president and general counsel of Wireless Broadband Services of America, LLC and Wireless Broadcasting
Jennifer L. Richter (left), Patton Boggs LLP; Linda M. Woolcott, NextWave Wireless LLC; Duffy Knoll, Patton Boggs LLP
Photo by Michael A. Geissinger
Systems of America, Inc.—a company she helped build from its formation to its ultimate sale to Sprint Corporation in 1999. She can be reached at jrichter@pattonboggs.com. Before arriving at Patton Boggs in 2005, Duffy Knoll worked as an attorney at the FCC, where he focused on the regulation of the cable television, common carrier and mass media industries. He joined the Business Affairs Group at AOL as a director of Business Affairs and Development in 2001, eventually becoming director of AOL’s Broadband Strategy and Business Development area in 2003. He can be contacted at dknoll@pattonboggs.com.
major spectrum deals involving 11 major U.S. markets—including metropolitan New York, Boston, Los Angeles and Houston. “Patton Boggs’ deal-making skills obviously helped us,” Alex says. “In April, we had access to roughly 20 million potential customers. Now our spectrum footprint covers more than 90 million people, or roughly one-third of the country. And we’re still looking. The acquisition process is ongoing.” That means there’s plenty of work ahead for Patton Boggs, both in the spectrum acquisition arena and the eventual structuring of the broadband network itself. “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 experience helps her do that. She’s proactive in thinking through risks and opportunities. Instead of waiting for us to bring them to her attention, she brings them to our attention. We were lucky to find her.”
As a partner at Patton Boggs, Jennifer L. Richter represents telecommunications and technology companies in regulatory, transactional, policy, bankruptcy and
more spectrum than they need, so they lease the excess capacity. The leasing market is just as competitive and the FCC requirements are just as complex. If an opportunity presents itself, time is of the essence.”
The Payoff
By September, NextWave’s spectrum acquisition strategy was firmly in place. By the end of October, its planning paid off— NextWave and Patton Boggs completed four
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