UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
NEXTLINK COMMUNICATIONS, INC.
---------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.02 PER SHARE
---------------------------------------------------------------------------
(Title of Class of Securities)
65333H707
---------------------------------------------------------------------------
(CUSIP Number)
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON FORSTMANN LITTLE & CO. SUBORDINATED
ONE NEW YORK PLAZA DEBT & EQUITY MANAGEMENT BUYOUT
NEW YORK, NY 10004 PARTNERSHIP-VII, L.P.
ATTN: ROBERT C. SCHWENKEL, ESQ. FORSTMANN LITTLE & CO. EQUITY
(212) 859-8000 PARTNERSHIP-VI, L.P.
FL FUND, L.P.
C/O FORSTMANN LITTLE & CO.
767 FIFTH AVENUE
NEW YORK, NY 10153
ATTN: MR. WINSTON W. HUTCHINS
(212) 355-5656
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
JULY 6, 2000
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 65333H707 Page 2 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VII, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 26,976,283**
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 26,976,283**
10 SHARED DISPOSITIVE POWER
0
<PAGE>
SCHEDULE 13D
CUSIP No. 65333H707 Page 3 of 14 Pages
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,976,283**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** Section 8(a)(i) of the Certificate of Designation of the Powers,
Preferences and Relative, Participating, Optional and Other Special
Rights of Series C Cumulative Convertible Participating Preferred
Stock (the "Series C Preferred") and Qualifications, Limitations and
Restrictions Thereof (the "Series C Certificate of Designation") sets
forth a formula for determining the number of shares of Class A Common
Stock issuable, as at any date, upon conversion of the Series C
Preferred. The number of shares referred to in items 7, 9 and 11 above
was calculated in accordance with such formula assuming that the
Conversion Price and the Net Realizable FMV (each such term as defined
in the Series C Certificate of Designation) equal $31.625. Section
8(a)(i) of the Series G Certificate of Designation (as defined below)
sets forth a formula for determining the number of shares of Class A
Common Stock issuable, as at any date, upon conversion of the Series G
Preferred. The number of shares referred to in items 7, 9 and 11 above
was calculated in accordance with such formula assuming that the
Conversion Price and the Net Realizable FMV (each such term as defined
in the Series G Certificate of Designation) equal $31.625.
<PAGE>
SCHEDULE 13D
CUSIP No. 65333H707 Page 4 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP-VI, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 12,525,754**
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 12,525,754**
<PAGE>
SCHEDULE 13D
CUSIP No. 65333H707 Page 5 of 14 Pages
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,525,754**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** Section 8(a)(i) of the Certificate of Designation of the Powers,
Preferences and Relative, Participating, Optional and Other Special
Rights of Series D Convertible Participating Preferred Stock (the
"Series D Preferred") and Qualifications, Limitations and Restrictions
Thereof (the "Series D Certificate of Designation") sets forth a
formula for determining the number of shares of Class A Common Stock
issuable, as at any date, upon conversion of the Series D Preferred.
The number of shares referred to in items 7, 9 and 11 above was
calculated in accordance with such formula assuming that the
Conversion Price and the Net Realizable FMV (each such term as defined
in the Series D Certificate of Designation) equal $31.625. Section
8(a)(i) of the Series H Certificate of Designation (as defined below)
sets forth a formula for determining the number of shares of Class A
Common Stock issuable, as at any date, upon conversion of the Series H
Preferred. The number of shares referred to in items 7, 9 and 11 above
was calculated in accordance with such formula assuming that the
Conversion Price and the Net Realizable FMV (each such term as defined
in the Series H Certificate of Designation) equal $31.625.
<PAGE>
SCHEDULE 13D
CUSIP No. 65333H707 Page 6 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
FL FUND, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 23,651**
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 23,651**
<PAGE>
SCHEDULE 13D
CUSIP No. 65333H707 Page 7 of 14 Pages
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,651**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** Section 8(a)(i) of the Series D Certificate of Designation sets forth
a formula for determining the number of shares of Class A Common Stock
issuable, as at any date, upon conversion of the Series D Preferred.
The number of shares referred to in items 7, 9 and 11 above was
calculated in accordance with such formula assuming that the
Conversion Price and the Net Realizable FMV (each such term as defined
in the Series D Certificate of Designation) equal $31.625. Section
8(a)(i) of the Series H Certificate of Designation sets forth a
formula for determining the number of shares of Class A Common Stock
issuable, as at any date, upon conversion of the Series H Preferred.
The number of shares referred to in items 7, 9 and 11 above was
calculated in accordance with such formula assuming that the
Conversion Price and the Net Realizable FMV (each such term as defined
in the Series H Certificate of Designation) equal $31.625.
<PAGE>
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 is hereby amended to add the following:
As more fully described in Item 6 below, on July 6, 2000, pursuant to the
June Stock Purchase Agreement, the FL Partnerships acquired an aggregate of
268,750 shares of Series G Preferred for an aggregate purchase price of
$269,406,250 and an aggregate of 131,250 shares of Series H Preferred for
an aggregate purchase price of $132,343,750. As of July 6, 2000, the shares
of Series G Preferred and Series H Preferred owned by the FL Partnerships
are convertible into 12,648,219 shares of Common Stock.
The FL Partnerships obtained the funds to purchase the Series G Preferred
and Series H Preferred from capital contributions made by the partners of
each of the FL Partnerships.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is hereby amended as follows:
The following information is as of July 6, 2000:
(I) MBO-VII:
(a) Amount Beneficially Owned:
MBO-VII directly owns 584,375 shares of Series C Preferred, which are
convertible into 18,478,260 shares of Common Stock, assuming the conversion
of all Preferred Stock pursuant to Section 8(a)(i) of the Certificate of
Designation of the Powers, Preferences and Relative, Participating,
Optional and Other Special Rights of the Series C Preferred (the "Series C
Certificate of Designation"), which sets forth a formula for determining
the number of shares of Class A Common Stock issuable, as at any date, upon
conversion of the Series C Preferred. The number of shares of Common Stock
referred to above was calculated in accordance with such formula assuming
that the Conversion Price and the Net Realizable FMV (each such term as
defined in the Series C Certificate of Designation) equal $31.625.
MBO-VII directly owns 268,750 shares of Series G Preferred, which are
convertible into 8,498,023 shares of Common Stock, assuming the conversion
of all Series G Preferred and Series H Preferred pursuant to Section
8(a)(i) of the Series G Certificate of Designation (as defined below),
which sets forth a formula for determining the number of shares of Class A
Common Stock issuable, as at any date, upon conversion
Page 8 of 14
<PAGE>
of the Series G Preferred. The number of shares of Common Stock referred to
above was calculated in accordance with such formula assuming that the
Conversion Price and the Net Realizable FMV (each such term as defined in
the Series G Certificate of Designation) equal $31.625.
FLC XXXIII Partnership ("FLC XXXIII"), a New York general partnership
having its principal business office at the address set forth in response
to Item 2(b) of this statement, is the general partner of MBO-VII. Theodore
J. Forstmann, Nicholas C. Forstmann, Sandra J. Horbach, Thomas H. Lister,
Winston W. Hutchins, S. Joshua Lewis, Jamie C. Nicholls (each a United
States citizen with his or her principal place of business being at the
address set forth in response to Item 2(b) of this statement), and Tywana
LLC, a North Carolina limited liability company having its principal
business office at 201 North Tryon Street, Suite 2450, Charlotte, N.C.
28202, are the general partners of FLC XXXIII.
The shares of Series C Preferred and Series G Preferred beneficially
owned by MBO-VII as calculated above are convertible into approximately
9.7% of the Common Stock outstanding, based on calculations made in
accordance with Rule 13d-3(d) of the Securities and Exchange Act of 1934,
as amended, and there being 252,392,786 shares of Common Stock outstanding,
based on a representation and warranty of NEXTLINK in the June Stock
Purchase Agreement and after giving effect to the Concentric merger and a
stock dividend paid by NEXTLINK on June 15, 2000 (the "Stock Dividend") in
which NEXTLINK paid a one-for-one stock dividend to each share of Common
Stock which was issued and outstanding on June 1, 2000.
(b) Assuming conversion of all shares of Series C Preferred and Series
G Preferred beneficially owned by MBO-VII, number of shares as to which
MBO-VII has:
(i) sole power to vote or to direct the vote - 26,976,283.
(ii) shared power to vote or to direct the vote -- None.
(iii) sole power to dispose or to direct the disposition of -
26,976,283.
(iv) shared power to dispose or to direct the disposition of --
None.
(II) Equity-VI:
(a) Amount Beneficially Owned:
Page 9 of 14
<PAGE>
Equity-VI directly owns 265,075 shares of Series D Preferred, which
are convertible into 8,381,818 shares of Common Stock, assuming the
conversion of all Preferred Stock pursuant to Section 8(a)(i) of the
Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of the Series D Preferred
(the "Series D Certificate of Designation"), which sets forth a formula for
determining the number of shares of Class A Common Stock issuable, as at
any date, upon conversion of the Series D Preferred. The number of shares
of Common Stock referred to above was calculated in accordance with such
formula assuming that the Conversion Price and the Net Realizable FMV (each
such term as defined in the Series D Certificate of Designation) equal
$31.625.
Equity-VI directly owns 131,052 shares of Series H Preferred, which
are convertible into 4,143,936 shares of Common Stock, assuming the
conversion of all Series H Preferred and Series G Preferred pursuant to
Section 8(a)(i) of the Series H Certificate of Designation (as defined
below), which sets forth a formula for determining the number of shares of
Class A Common Stock issuable, as at any date, upon conversion of the
Series H Preferred. The number of shares of Common Stock referred to above
was calculated in accordance with such formula assuming that the Conversion
Price and the Net Realizable FMV (each such term as defined in the Series H
Certificate of Designation) equal $31.625.
FLC XXXII Partnership, L.P. ("FLC XXXII"), a New York limited
partnership having its principal business office at the address set forth
in response to Item 2(b) of this statement, is the general partner of
Equity-VI. Theodore J. Forstmann, Nicholas C. Forstmann, Sandra J. Horbach,
Thomas H. Lister, Winston W. Hutchins, S. Joshua Lewis, Jamie C. Nicholls
(each a United States citizen with his or her principal place of business
being at the address set forth in response to Item 2(b) of this statement),
and Tywana LLC, a North Carolina limited liability company having its
principal business office at the address set forth in Item 5(i)(a) of this
statement, are the general partners of FLC XXXII.
The shares of Series D Preferred and Series H Preferred beneficially
owned by Equity-VI as calculated above are convertible into approximately
4.7% of the Common Stock outstanding, based on calculations made in
accordance with Rule 13d-3(d) of the Exchange Act and there being
252,392,786 shares of Common Stock outstanding, based on a representation
and warranty of NEXTLINK in the June Stock Purchase Agreement and after
giving effect to the Concentric merger and the Stock Dividend.
(b) Assuming conversion of all shares of Series D Preferred and
Series H Preferred beneficially owned by Equity-VI, number of
shares as to which Equity-VI has:
Page 10 of 14
<PAGE>
(i) sole power to vote or to direct the vote - 12,525,754.
(ii) shared power to vote or to direct the vote -- None.
(iii) sole power to dispose or to direct the disposition of -
12,525,754.
(iv) shared power to dispose or to direct the disposition of --
None.
(III) FL Fund:
(a) Amount Beneficially Owned:
FL Fund directly owns 550 shares of Series D Preferred, which are
convertible into 17,391 shares of Common Stock, assuming the conversion of
all Preferred Stock pursuant to Section 8(a)(i) of the Series D Certificate
of Designation, which sets forth a formula for determining the number of
shares of Class A Common Stock issuable, as at any date, upon conversion of
the Series D Preferred. The number of shares of Common Stock referred to
above was calculated in accordance with such formula assuming that the
Conversion Price and the Net Realizable FMV (each such term as defined in
the Series D Certificate of Designation) equal $31.625.
FL Fund directly owns 198 shares of Series H Preferred, which are
convertible into 6,260 shares of Common Stock, assuming the conversion of
all Series H Preferred and Series G Preferred pursuant to Section 8(a)(i)
of the Series H Certificate of Designation, which sets forth a formula for
determining the number of shares of Class A Common Stock issuable, as at
any date, upon conversion of the Series H Preferred. The number of shares
of Common Stock referred to above was calculated in accordance with such
formula assuming that the Conversion Price and the Net Realizable FMV (each
such term as defined in the Series H Certificate of Designation) equal
$31.625.
FLC XXXI Partnership, L.P. ("FLC XXXI"), a New York limited
partnership having its principal business office at the address set forth
in response to Item 2(b) of this statement, is the general partner of FL
Fund. FLC XXIX Partnership, L.P. ("FLC XXIX"), a New York limited
partnership, and FLC XXXIII are the general partners of FLC XXXI. Theodore
J. Forstmann, Nicholas C. Forstmann, Sandra J. Horbach, Thomas H. Lister,
Winston W. Hutchins, S. Joshua Lewis, Jamie C. Nicholls (each a United
States citizen with his or her principal place of business being at the
address set forth in response to Item 2(b) of this statement), and Tywana
LLC, a North Carolina limited liability company having its principal
business office at the address set forth in Item 5(i)(a) of this statement,
are the general partners of each of FLCXXIX and FLC XXXIII.
Page 11 of 14
<PAGE>
The shares of Series D Preferred and Series H Preferred beneficially
owned by FL Fund as calculated above are convertible into less than 0.1% of
the Common Stock outstanding, based on calculations made in accordance with
Rule 13d-3(d) of the Exchange Act and there being 252,392,786 shares of
Common Stock outstanding, based on a representation and warranty of
NEXTLINK in the June Stock Purchase Agreement and after giving effect to
the Concentric Merger and the Stock Dividend.
(b) Assuming conversion of all shares of Series D Preferred and Series
H Preferred beneficially owned by FL Fund, number of shares as to which FL
Fund has:
(i) sole power to vote or to direct the vote - 23,651.
(ii) shared power to vote or to direct the vote -- None.
(iii) sole power to dispose or to direct the disposition of -
23,651.
(iv) shared power to dispose or to direct the disposition of --
None.
(iv) Except as set forth above, neither MBO-VII, Equity-VI or FL Fund
nor, to the knowledge of MBO-VII, Equity-VI or FL Fund, any person
identified in Schedule I, beneficially owns any shares of Common Stock or
has effected any transactions in shares of Common Stock during the
preceding 60 days.
(v) The right to receive dividends on, and proceeds from the sale of,
the shares of Common Stock beneficially owned by the FL Partnerships is
governed by the limited partnership agreements of each such entities, and
such dividends or proceeds may be distributed with respect to numerous
general and limited partnership interests.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
-------------------------------------------------------------
Item 6 is hereby amended to add the following paragraph immediately before
the last paragraph thereof:
Series G and Series H Closing
-----------------------------
The closing under the June Stock Purchase Agreement took place on July
6, 2000. At the closing, MBO-VII acquired 268,750 shares of Series G
Preferred for a purchase price of $269,406,250, Equity-VI acquired 131,052
shares of Series H Preferred for a purchase price of $132,143,750 and FL
Fund acquired 198 shares of Series H Preferred for a purchase price of
$200,000. The Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Other Special Rights of Series G
Cumulative Convertible
Page 12 of 14
<PAGE>
Participating Preferred Stock and Qualifications, Limitations and
Restrictions Thereof was filed with the Delaware Secretary of State on July
5, 2000 (the "Series G Certificate of Designation") previously filed as
Exhibit 9 to this Schedule 13D (which is identical in form to the Form of
Series G Certificate of Designation (but with July 26, 2000 designated
therein as the date of a special dividend pursuant to Section 4 (a)
thereof)). The Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Certificate of Designation of the
Powers, Preferences and Relative, Participating, Optional and Other Special
Rights of Series H Convertible Participating Preferred Stock and
Qualifications, Limitations and Restrictions Thereof was filed with the
Delaware Secretary of State on July 5, 2000 (the "Series H Certificate of
Designation") (which is identical in form to the Form of Series H
Certificate of Designation previously filed as Exhibit 10 to this Schedule
13D). An Amended and Restated Registration Rights Agreement (the "Amended
and Restated Registration Rights Agreement") was entered into by and among
NEXTLINK and the FL Partnerships on July 6, 2000 (which is identical in
form to the Form of Amended and Restated Registration Rights Agreement
previously filed as Exhibit 8 to this Schedule 13D).
Page 13 of 14
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 10, 2000
FORSTMANN LITTLE & CO. SUBORDINATED
DEBT AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VII, L.P.
By: FLC XXXIII Partnership
its general partner
By: /s/ Winston W. Hutchins
---------------------------------------
Winston W. Hutchins,
a general partner
FORSTMANN LITTLE & CO. EQUITY
PARTNERSHIP-VI, L.P.
By: FLC XXXII Partnership, L.P.
its general partner
By: /s/ Winston W. Hutchins
---------------------------------------
Winston W. Hutchins,
a general partner
FL FUND, L.P.
By: FLC XXXI Partnership, L.P.
its general partner
By: FLC XXIX Partnership, L.P.
a general partner
By: /s/ Winston W. Hutchins
----------------------------------
Winston W. Hutchins,
a general partner
Page 14 of 14
<PAGE>
Schedule I
----------
FLC XXXIII Partnership:
General Partner of
MBO-VII
-------
FLC XXXIII Partnership, a New York general partnership ("FLC XXXIII"),
is the general partner of MBO-VII. Its purpose is to act as general partner
of MBO-VII and other limited partnerships affiliated with MBO-VII. The
address of the principal office of FLC XXXIII is c/o Forstmann Little &
Co., 767 Fifth Avenue, New York, NY 10153.
Partners of
FLC XXXIII
----------
The following are the general partners of FLC XXXIII, the general
partner of MBO-VII. All of the persons listed below are general partners of
partnerships affiliated with Forstmann Little & Co., a private investment
firm. With the exception of Tywana LLC, the business address of each is 767
Fifth Avenue, New York, NY 10153 and each is a citizen of the United
States. Tywana LLC is a North Carolina limited liability company having its
principal business office at 201 North Tryon Street, Suite 2450, Charlotte,
N.C. 28202.
Theodore J. Forstmann
Nicholas C. Forstmann
Sandra J. Horbach
Winston W. Hutchins
Thomas H. Lister
Tywana LLC
S. Joshua Lewis
Jamie C. Nicholls
FLC XXXII Partnership, L.P.:
General Partner of
Equity-VI
---------
FLC XXXII Partnership, L.P., a New York limited partnership ("FLC
XXXII"), is the general partner of Equity-VI. Its purpose is to act as
general partner of Equity-VI and other limited partnerships affiliated with
Equity-VI. The address of the principal office of Equity-VI is c/o
Forstmann Little & Co., 767 Fifth Avenue, New York, NY 10153.
General Partners of
FLC XXXII
---------
The following are the general partners of FLC XXXII, the general
partner of Equity-VI. All of the persons listed below are general partners
of partnerships affiliated with Forstmann Little & Co., a private
investment firm. With the exception of Tywana LLC, the business address of
each is 767 Fifth Avenue, New York, NY 10153 and each is a citizen of the
United States. Tywana LLC is a North Carolina limited liability company
having its principal business office at 201 North Tryon Street, Suite 2450,
Charlotte, N.C. 28202.
Theodore J. Forstmann
Nicholas C. Forstmann
Sandra J. Horbach
Thomas H. Lister
Winston W. Hutchins
Tywana LLC
S. Joshua Lewis
Jamie C. Nicholls
FLC XXXI Partnership, L.P.:
General Partner of
FL Fund
-------
FLC XXXI Partnership, L.P., a New York limited partnership ("FLC
XXXI"), is the general partner of FL Fund. Its purpose is to act as general
partner of FL Fund and other limited partnerships affiliated with FL Fund.
The address of the principal office of FL Fund is c/o Forstmann Little &
Co., 767 Fifth Avenue, New York, NY 10153.
General Partners of
FLC XXXI
--------
FLC XXIX Partnership, L.P., a New York limited partnership ("FLC XXIX"),
and FLC XXXIII are the general partners of FLC XXXI, the general partner of
FL Fund. Their purpose is to act as general partner of FLC XXXI and other
limited partnerships affiliated with FLC XXXI. The address of the principal
office of each of FLC XXIX and FLC XXXIII is c/o Forstmann Little & Co.,
767 Fifth Avenue, New York, NY 10153.
General Partners of
FLC XXIX and FLC XXXIII
-----------------------
The following are the general partners of FLC XXIX and FLC XXXIII, the
general partners of FLC XXXI. All of the persons listed below are general
partners of partnerships affiliated with Forstmann Little & Co., a private
investment firm. With the exception of Tywana LLC, the business address of
each is 767 Fifth Avenue, New York, NY 10153 and each is a citizen of the
United States. Tywana LLC is a North Carolina limited liability company
having its principal business office at 201 North Tryon Street, Suite 2450,
Charlotte, N.C. 28202.
Theodore J. Forstmann
Nicholas C. Forstmann
Sandra J. Horbach
Thomas H. Lister
Winston W. Hutchins
Tywana LLC
S. Joshua Lewis
Jamie C. Nicholls
