The URL can be used to link to this page

Home My WebLink AboutPW10-001 - Other - Metromedia Fiber Network Services, Inc. - Notice of Corporate Restructuring & Name Change to AboveNet Communications, Inc. - 06/10/2003NEW YORK, NY TYSONS CORNER, VA LOSANGELES, CA cHlcAGo, lL STAMFORD, CT PARSI PPANY, NJ AFFILIATE OFFICES BANGKOK, THAILAND JAKARTA, INDONESIA MUMBAI,INDIA TOKYO, JAPAN CL EG E il M E Jufil I t 2003 '6lh%,.5Fil' -\ ) KELLEY DRYE d WARREN rlP A LIMITEO LIABILIAY PARTNERSHIP I2OO IgTH STREET, N.W, su trE 500 wAsH tNGTON, D.C. eOO36 (202) 955-9600 FACSI M I LE (?02) 955-97 92 www. kelleydrye.com DIRECT LINE: (202\ 887-1254 EMAIL: ejenkins@kelleYdrYe.com BRUSSELS, BELGIUM HONG KONG June 10,2003 Vu. UPS Nrxr-D.lY AR City of Kent Attn: City Clerk 22}FowthAvenue South Kent, WA 98032 Re: Courtesy Notice of Corporate Restructuring of Metromedia Fiber Network . Inc. Dear City Clerk: This letter is sent to provide you with courtesy notice of tlie plan for the reorganization and emergence of Metromedia Fiber Network Services, [rc. ("MFNS") from bani<ruptcy. MFNS is authorized to construct andmaintain telecommunications facilities in the City ofKent (the "City)" arrd/or to use and occupy the public rights-of-way pursuant to the Limited Street License entered into by MFNS and the City, effective June 6,2000' As you may be awate, on May 20,2002, MFNS, as well as its parent company Metromedia Fiber Network, Inc. ("MFN") and most of MFN's domestic subsidiaries (collectively, the "MFN Companies"), filed voluntary petitions for reorganizatronpursuant to dhapter t t of ttre U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District ofNew York. MFN proposed its initial Plan of Reorganizalion (the "Plan") to the Bankruptcy Court on March 13,t003, and filed an amended Plan and its Disclosure Statement on May 9, 2003. MFN anticipates that the Bankruptcy Court will hold aheaingto consider confirmation of the Plan in mid-August,2003. Note that all necessary approvals for the implementation of the Plan have been sought from both the Federal Communications Commission and the Washinglon Utilities and Transpbrtation Commission.l If confirmed by the Bankruptcy Court, the Plan is t Applications related to the Plan were filed with the Federal Communications Commission on May 27, 2003. An aiplication related to the Plan was filed with the Washington Utilities and Transportation Commission on June 5,2003. DCOr/JENKE/205886.24 June 10,2003 Page Two expected to be completed as soon as possible following the satisfaction or waiver of all conditions for emergence from bankruptcy. MFNS anticipates that following consummation of the Plan no person or entity will control MFN.2 Only two shareholdetr - the Kluge Trust3 and Mutual Shares Fund (,.Mutual")a - will hold i0 percent or more of the common stock of reorganized MFN. The iemaining'shares of MFN after the Plan is consummated will be widely held. MFNS further anticipatJs that the management of MFNS as well as the day to day operations personnel managing the MFNS facilities in the City will remain the same' Under the proposed Plan, MFNS would remain a wholly-owned subsidiary of MFN, as it is today. It is expected that throughout the reorganizationprocess and upon compietion of the proposed transaction, MFNS will continue to service existing telecommunications customers without disruption pursuant to its existing franchises, rights-of- way, authorizations and tariffs. Accordingly, the contemplated reorganization should be transparent both to customers and to City officials. please note that the corporate names of all the MFN companies will change upon completion of the proposed transaction. Thus, although MFNS would remain the licensee under the Agreement, its name will change to AboveNet Communications, Inc. Under the foregoing circumstances, where MFNS will remain the licensee, it is the view of MFNS that no formal approval by the City respecting and preserving its current license is required.s MFNS therefore submits this letter for the City's information and asks that 2 prior to MFN's entrance into bankruptcy, the majority of the board of directors of MFN were elected by Metromedia Company ("Metromedia"), which is ln turn a general partner with the John W' Kluge Virginia Trust (,,VA Trust"). Rs debtors-in-possession, the MFN Companies operate under the supervision clf the Bankruptcy dourt, the United States TrusGe, and the Creditors' Committee, ind thus Metromedia's control of MFN (and MFNS) has been somewhat limited since May 20,2002. 3 The Kluge Trust refers to a trust established pursuant to a certain trust agreement, dated May 30, 1984, as amended and restited, between John W. Kluge, as grantor, and John W. Kluge, Chase Manhattan Bank and Stuart Subotnick, as trustees, andany successors, assigns and transferees thereof. a Mutual is a mutual fund operating under the aegis of Franklin Templeton Investments ("Frank1in")' Ten - other mutual funds operating undeithe aegis of Franklin will separately hold ownership interests in the reorganized MFN, with ownership interJsts ranging from 6.16 percent to less than .01 percent. Each o-f these funds, including Mutual, is considered to be a ,.purit" I"gul entity for tax and accounting pu{poses' Franklin provides to these funds many of the services required to operate-the funds. However, neither Franklin nor any of its subsidiary companies hold equity interests in any of the funds. 5 To the extent that the Agreement might be interpreted to require approval for corporate restructuring transactions, such requirements have been found to be outside the scope of permissible manag-ement of the public rights-of-way by municipalities and in violation of Section 253 of the Communications Act of 1934, as amended' Aty o|Aatrrn v. Qwest Corp.,260 F'3d 1160 (9th Cir. 2001)' DCO1/JENKE/205886.24 June 10,2003 Page Three it be retained in the appropriate fi1e. Unless we receive a response from you, we will assume that you agree that no formal approval is required to maintain MFNS's existing license with the City. LV.i**""ications r"g*8ittg this letter or the transaction described herein should be directed to the following: Edward A. Yorkgitis, Jr. Eric D. Jenkins KelleyDrye & Warren LLP 1200 lgth Street, N.W., Suite 500 Washington, D.C. 20036 Telephone : (202) 95 5 -9600 Facsimile: (202) 955-97 92 with a copy to: Jill Sandford Senior Attorney Metromedia Fiber Network 360 Hamilton Avenue White Plains, New York 10601 Thank you for your attention to this matter. Very y yours, Yorkgitis, Jr. Eric Jenkins for Metromedia Fiber Network Services, Inc cc: Jill Sandford DCO1/JENKE/205886.24