HomeMy WebLinkAbout09-154 - Resolutions RESOLUTION NO. 09-154
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO CUCAMONGA CONSENTING TO THE INDIRECT
TRANSFER OF CONTROL OF NEXTG NETWORKS OF
CALIFORNIA, INC.
WHEREAS, NextG Networks of California, Inc. ("NextG"), a wholly-owned subsidiary
of NextG Networks, Inc., a Delaware corporation ("Parent"), is a party to a Right-of-Way use
Agreement dated November 19, 2008 ("Agreement") with the City of Rancho Cucamonga, a
California municipal corporation ("City"); and
WHEREAS, on May 15, 2009, Parent and Nodes Merger Corp. ("Nodes") entered
into a Merger Agreement and Plan ("Merger Agreement"), which contemplates the merger of
Nodes into Parent, with Parent continuing as the surviving corporation ("Merger"); and
WHEREAS, pursuant to the terms of the Merger Agreement, investment funds
affiliated with Madison Dearborn Partners, LLC ("Madison Dearborn") will collectively own
approximately 61% of the outstanding shares of Parent's capital stock; and
WHEREAS, pursuant to Section 11.1 of the Agreement between NextG and the City,
the consent of the City Council is necessary for the consummation of the Merger; and
WHEREAS, the City Council has considered and approves the Indirect Transfer of
Control described above.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA HEREBY FINDS AND RESOLVES AS FOLLOWS:
1. Based upon the representations of legal counsel for NextG, the foregoing
Recitals are true and correct and are made a part of this Resolution.
2. The City Council consents to the Indirect Transfer of Control described in the
Recitals.
3. This Resolution shall be deemed effective upon adoption provided, however,
that if the Merger is not consummated within ninety (90) days of the date of
adoption of this Resolution, the consent of the City Council referenced in
Section 2, above, shall become null and void.
4. The City Clerk shall certify to the adoption of this Resolution.
Please see the following page
for formal adoption,certification and signatures
PASSED, APPROVED, AND ADOPTED this 5`" day of August 2009.
AYES: Gutierrez, Kurth, Michael, Spagnolo, Williams
NOES: None
ABSENT: None
ABSTAINED: None
Donald J. Kurth, M. ., Mayor
ATTEST:
nice C. Reynolds, City Oierk
I, JANICE C. REYNOLDS, CITY CLERK of the City of Rancho Cucamonga,
California, do hereby certify that the foregoing Resolution was duly passed, approved and
adopted by the City Council of the City of Rancho Cucamonga, California, at a Regular Meeting
of said City Council held on the 5t" day of August 2009.
Executed this 6`" day of August 2009, at Rancho Cucamonga, California.
nice C. Reynolds, City Jerk
Resolution No. 09-154 - Page 2 of 2