Assignment of Proceeding

Rachelle B. Chong is the assigned Commissioner, and A. Kirk McKenzie is the assigned ALJ in this proceeding.

Findings of Fact

1. The joint application is unopposed.

2. Joint applicant NextG is a Delaware corporation that provides radio frequency transport and backhaul services to CMRS providers in California by means of the DAS networks that it builds.

3. NextG received CPCNs from this Commission in D.03-01-061 and D.07-04-045.

4. In addition to being a party to the joint application here, NextG has filed a Domestic 214 application with the FCC to transfer the authority to provide interstate telecommunications services that it has been granted by the FCC.

5. NextG's corporate parent is NextG Parent, a Delaware corporation that is an unregulated holding company. In addition to NextG, NextG Parent has subsidiaries in 30 other states as well as the District of Columbia and Puerto Rico that design, build, own, operate and manage DAS systems.

6. NextG Parent was founded by John Georges and David Cutrer. Georges and Cutrer originally owned all of the capital stock of NextG Parent, but after the issuance of three series of preferred stock between 2001 and 2008, they now own 13.27% each of the capital stock of NextG Parent.

7. Joint applicant MDP is a Delaware limited liability company headquartered in Chicago that is an experienced private equity investment firm.

8. Nodes is a Delaware corporation created by MDP, as well as other investors who will hold minority interests in NextG Parent after the merger described in the joint application.

9. On May 15, 2009, NextG Parent entered into a Merger Agreement and Plan with Nodes (Merger Agreement) whereby (a) Nodes will merge into NextG Parent, with the latter as the surviving corporation, and (b) Nodes will contribute an amount of money to the new venture specified in the Merger Agreement.

10. After consummation of the proposed merger, six limited partnership funds controlled and managed by MDP will collectively own 61% of the capital stock of NextG Parent.

11. These six limited partnership funds are (a) Madison Dearborn Capital Partners V-A, L.P., (b) Madison Dearborn Capital Partners V-C, L.P., (c ) Madison Dearborn Capital Partners V Executive-A L.P., (d) Madison Dearborn Capital Partners VI-C, L.P., (e) Madison Dearborn Capital Partners VI-A, L.P., and (f) Madison Dearborn Capital Partners VI Executive-A, L.P.

12. Although the proposed merger will result in an indirect change of control of NextG, it will not result in any change in the products or services that NextG provides, which will continue to be offered at the same rates and on the same terms and conditions as at present.

13. NextG will continue to be bound by the terms and conditions set forth in D.03-01-061, which granted NextG a CPCN to offer limited facilities-based and resold local exchange, access and interexchange telecommunications services, and by D.07-04-045, which granted NextG a CPCN to offer full facilities-based local exchange services.

14. NextG does not currently anticipate any change in its management or operational personnel.

15. The proposed merger will have no significant effect upon the environment, because no additional construction by NextG will occur in California as a result of the merger, nor will there be any change in the management or operation of NextG's facilities.

16. No hearing is necessary.

Conclusions of Law

1. The joint application should be granted, subject to the conditions set forth in this decision.

2. Subject to the conditions set forth herein, granting the joint application is in the public interest.

3. Following consummation of the proposed merger, NextG will continue to be bound by the terms and conditions set forth in D.03-01-061, which granted it a CPCN to offer limited facilities-based and resold local exchange, access and interexchange telecommunications services, and by the terms and conditions of D.07-04-045, which granted NextG a CPCN to offer full facilities-based local exchange services.

4. The proposed transaction qualifies for an exemption from CEQA pursuant to CEQA Guideline § 15061(b)(3), so additional environmental review is not required.

5. The joint applicants' motion to file under seal, pursuant to Pub. Util. Code § 583, the financial statements of NextG Parent and its subsidiaries for calendar year 2008 and for the period January 1 to March 31, 2009, which motion is dated May 29, 2009, should be granted.

6. The joint applicants' motion to file under seal, pursuant to Pub. Util. Code § 583, the full, unredacted version of the Merger Agreement, which motion is dated June 22, 2009, should be granted.

7. This order should be effective immediately.

ORDER

IT IS ORDERED that:

1. The joint application of NextG Networks of California, Inc. and Madison Dearborn Partners, LLC for authorization to transfer indirect control of NextG Networks of California, Inc. to Madison Dearborn Partners, LLC by means of a merger of Nodes Merger Corporation into NextG Networks, Inc., is approved pursuant to Pub. Util. Code § 854, subject to the terms and conditions set forth in the following Ordering Paragraphs.

2. NextG Networks of California, Inc. shall continue to be bound by all of the terms and conditions of the certificates of public convenience and necessity granted to NextG Networks of California, Inc. by Decision 03-01-061 and Decision 07-04-045.

3. The indirect change of control approved herein qualifies for an exemption from the California Environmental Quality Act (CEQA) pursuant to CEQA Guideline § 15061(b)(3), so additional environmental review is not required.

4. The May 29, 2009 motion of NextG Networks of California, Inc. and Madison Dearborn Partners, LLC to file under seal the financial statements of NextG Networks, Inc. and its subsidiaries for calendar year 2008 and for the period January 1 to March 31, 2009, and the June 22, 2009 motion of NextG Networks of California, Inc. and Madison Dearborn Partners, LLC to file under seal the full, unredacted version of the May 15, 2009 Merger Agreement and Plan between Nodes Merger Corporation and NextG Networks, Inc., should be granted. The aforesaid materials are placed under seal for a period of two years from the effective date of this decision through and including August 20, 2011, and during that period the material so protected shall not be made accessible or disclosed to anyone other than Commission staff except upon the further order or ruling of the Commission, the assigned Commissioner, the assigned Administrative Law Judge (ALJ), or the ALJ then designated as Law and Motion Judge. If either NextG Networks of California, Inc. or Madison Dearborn Partners, LLC believes that further protection of the aforesaid materials is needed after August 20, 2011, then either of them may file a motion stating the justification for further withholding of these materials from public inspection, or for such other relief as the Commission's rules may then provide. Such a motion shall explain with specificity why the designated materials still need protection in light of the passage of time involved, and shall attach a clearly identified copy of the ordering paragraphs of this decision to the motion. Such a motion shall be filed at least 30 days before expiration of the protective order set forth in this paragraph.

This order is effective today.

Dated August 20, 2009, at San Francisco, California.

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