ALJ/MCK/jt2 Date of Issuance 8/24/2009

Decision 09-08-017 August 20, 2009

BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA

Application of NextG Networks of California, Inc. (U6745C) and Madison Dearborn Partners, LLC For Approval of an Indirect Transfer of Control of NextG Networks of California, Inc.

Application 09-05-023 (Filed May 29, 2009)

DECISION APPROVING INDIRECT TRANSFER OF CONTROL

Summary

In this decision, we approve the unopposed request of the joint applicants, NextG Networks of California, Inc. (NextG) and Madison Dearborn Partners, LLC (MDP), for authorization pursuant to Pub. Util. Code § 854 to transfer indirect control of NextG to MDP. The change of control will be accomplished through a merger involving NextG's corporate parent, NextG Networks, Inc. (NextG Parent), and after the merger MDP will hold 61% of NextG Parent through various funds and partnerships that it manages.