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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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