FTWR » Topics » Certain Relationships and Related Transactions

This excerpt taken from the FTWR DEF 14A filed Apr 28, 2008.

Certain Relationships and Related Transactions

        The following information regarding certain transactions with directors, officers and holders, either of record or beneficially, of more than five percent of our common stock does not include information for any period during which such person or entity, as the case may be, was not an officer, director or five percent holder. As provided in the Audit Committee's written charter, it is our policy that the Audit Committee review all transactions between the company and any related parties or affiliates.

        A company controlled by Mr. Subin, who is currently a member of our board of directors, periodically serves as a consultant to Aspen Advisors LLC regarding its investments, including its holdings in FiberTower. Aspen Advisors beneficially holds 14.5% of our common stock.

        Crown Castle Investment Corp. ("Crown Castle Investment") which owns approximately 17.4% of our outstanding stock, leases its communications facilities to FiberTower. During the year ended December 31, 2007, we paid Crown Castle Investment approximately $2.1 million under these leases. Crown Castle Investment also entered into an exclusivity agreement under which Crown Castle Investment agreed not to compete directly with us as a provider of backhaul services and not to invest in other entities in 20 designated markets. Crown Castle Investment's President and Chief Executive Officer, John P. Kelly, and a former Crown Castle Investment board member, Randall A. Hack, serve on our board of directors.

This excerpt taken from the FTWR 10-K filed Apr 24, 2007.

Certain Relationships and Related Transactions

The following information regarding certain transactions with directors, officers and holders, either of record or beneficially, of more than five percent of our common stock does not include information for any period during which such person or entity, as the case may be, was not an officer, director or five percent holder.  As provided in the Audit Committee’s written charter, it is our policy that the Audit Committee review all transactions between the company and any related parties or affiliates.

A company controlled by Mr. Subin, who is currently a member of our board of directors, periodically serves as a consultant to Aspen Advisors LLC regarding its investments, including its holdings in FiberTower.  Aspen Advisors beneficially holds 15.4% of our common stock.

Mr. Muleta, who is currently a member of our board of directors, was affiliated with a consulting company which provided business development services to us. Under the terms of a consulting agreement with the consulting firm dated April 2005, we paid the consulting firm (i) $5,000 plus expenses per month and (ii) 5% of the monthly recurring net revenue received under each customer agreement entered into as a direct result of services provided by the consulting agreement. This agreement expired on April 30, 2006. During the year ended December 31, 2006, we paid $20,000 to the consulting firm under this agreement.

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Crown Castle Investment Corp., which owns approximately 18.1% of our outstanding stock, leases its communications facilities to FiberTower.  During the year ended December 31, 2006, we paid Crown Castle approximately $1.7 million under these leases.  Crown Castle also entered into an exclusivity agreement under which Crown Castle agreed not to compete directly with us as a provider of backhaul services and not to invest in other entities in 20 designated markets. Crown Castle’s President and Chief Executive Officer, John P. Kelly, and board member, Randall A. Hack, serve on our board of directors.

This excerpt taken from the FTWR 8-K filed Oct 26, 2006.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following information regarding certain transactions with directors, officers and holders, either of record or beneficially, of more than five percent of our common stock does not include information for any period during which such person or entity, as the case may be, was not an officer, director or five percent holder.

In January 2005, First Avenue completed an acquisition of substantially all of the fixed wireless assets and assumption of certain related liabilities of Teligent, Inc. and its wholly-owned subsidiary, Teligent Services, Inc., or collectively, Teligent. The acquisition was made pursuant to an asset purchase agreement dated as of January 13, 2005. The assets acquired from Teligent included 24 GHz spectrum licenses, radio equipment and the infrastructure supporting the fixed wireless operations including an operational cellular backhaul network in New York City. In consideration for these assets, First Avenue issued approximately 25.2 million shares of common




stock to Teligent and a warrant to purchase up to 2.5 million additional shares of common stock to an individual. On February 25, 2005, Teligent distributed to its stockholders all of the shares of common stock acquired by Teligent, or the Teligent Shares, as the consideration for our acquisition of substantially all of Teligent’s assets. Aspen Partners and private clients of Aspen Advisors LLC, or Aspen Advisors, received 10,534,512 Teligent Shares and 6,402,589 Teligent Shares, respectively, as their respective liquidating distributions. Aspen Advisors, which beneficially holds approximately 15.5% of our common stock, received approximately 16.9 million shares of common stock as a result of that transaction. RCG Carpathia, L.P., an affiliate of Ramius Capital Group, LLC received 3.4 million shares of common stock as a result of this transaction. At the time of this transaction, Ramius Capital Group, LLC beneficially held approximately 9% of our common stock; these stockholders now beneficially hold less than 5% of our common stock.

A company controlled by Neil Subin, who is a member of our board of directors, periodically serves as a consultant to Aspen Partners regarding its investments, including its holdings in us.

John B. Muleta, who is a member of our board of directors, is affiliated with a consulting company which provides business development services to us. Under the terms of a consulting agreement between us and the consulting firm entered into in April 2005, we pay the consulting firm (i) $5,000 plus expenses per month and (ii) 5% of the monthly recurring net revenue received under each customer agreement entered into as a direct result of services provided by the consulting agreement. This agreement expired April 30, 2006. During the year ended December 31, 2005, we paid $40,000 under this agreement.

An affiliate of Crown Castle Investment Corp., which beneficially owns approximately 18% of our common stock, leases its communications facilities to us and also provides certain other services related to the NOC. Crown Castle also entered into an exclusivity agreement with us under which Crown Castle agreed not to compete directly with us as a provider of backhaul services and not to invest in other entities in 20 designated markets. Crown Castle’s current President and Chief Executive Officer, John P. Kelly, and board member, Randall A. Hack, serve on our board of directors.

John D. Beletic, who is the executive chairman of our board of directors, serves as a director of Tessco Technologies Incorporated. Tessco supplies us with various materials which we use in our business operations. During the first six months of 2006, our total purchase orders placed with Tessco totaled approximately $360,000.

In July 2005, each of Eric J. Botto, Harpinder S. Madan and David Leeds (collectively, the “Founders”), all officers of our company and Founders of Old FiberTower, received loans from Old FiberTower in the amount of $1,000,000 (collectively, the “Founders’ Notes”). The Founders’ Notes were collateralized by the (i) shares held in Old FiberTower by each of the Founders and (ii) any other shares of Old FiberTower’s capital stock subsequently acquired by the Founders. Prior to the completion of the Merger, each of the Founders repaid their respective Founder Note in full in cash.




This excerpt taken from the FTWR 10-K filed Feb 10, 2005.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

The information set forth under “Certain Transactions” in the Proxy Statement is incorporated herein by reference.

 

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