UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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[ ] Preliminary proxy statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NEXTEL PARTNERS, INC.
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(Name of Registrant as Specified in Its Charter)
N/A
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[ ] Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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pursuant to Exchange Act Rule 0-11. (Set forth the amount on which
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Q&A REGARDING PUT PROCESS
Q. What is your reaction to Nextel Communications Inc.'s ("Nextel") comments
made July 13th with respect to the Nextel Partners put process?
A. The following responds to comments made by Nextel on July 13th and
previously with respect to the put process:
PROCESS / TIMING
- Nextel Partners' Certificate of Incorporation outlines the
steps involved and the timing associated with the process if
our Class A shareholders elect to exercise the put right
- Once the put is exercised, the maximum amount of time
allotted by our Certificate for the determination of Fair
Market Value by the three appraisers is 110 days
- On June 23, 2005, we filed a preliminary proxy statement with
the SEC in anticipation of the closing of Nextel's merger with
Sprint and the possible request by our shareholders thereafter
to convene a special meeting in order to vote on whether to
exercise the put
- A special committee of our Board of Directors has
unanimously recommended that our Class A shareholders vote
in favor of exercising the put right in the event a
special meeting is convened
- We elected to file the proxy statement at that time to try
to put ourselves in a position to organize a meeting in a
timely fashion in the event we receive a request for such
a meeting from at least 20% of our Class A shareholders
following the close of the Sprint-Nextel merger
- In discussing the possibility of a challenge process following
the determination of Fair Market Value by the three
appraisers, Nextel omitted the fact that a challenging party
would need to successfully demonstrate to a panel of valuation
experts that the appraisal price was "grossly incorrect or
fraudulently obtained"
- The Challenge Ceiling Price is not relevant if Nextel is
the challenger
- The Challenge Floor Price is not relevant if our Class A
shareholders are the challengers
VALUATION
- While we are not going to play the game that Nextel has
decided to play of trying to predict the outcome of the
appraisal process, we believe Nextel's view of the valuation
process is simply wrong
- We believe the intent of the agreements in place between
Nextel Partners and Nextel is based on an arrangement whereby
Nextel Partners aligned itself to Nextel strategically,
facilitating Nextel's nationwide roll-out, branding strategy,
customer relationships and network operations
- In exchange, in the event of a change of control of
Nextel, our Class A shareholders were granted a put right,
which provides them the opportunity to put their Class A
shares at Fair Market Value, as defined in our Certificate
of Incorporation
- As our preliminary proxy statement indicates, among the
elements of that definition, the determination of Fair Market
Value:
- Assumes Nextel Partners is acquired in an arm's length
transaction
- Assumes an auction process designed to attract all
possible participants
- Provides that, in all cases, Fair Market Value will
include a control premium
- Assumes that Nextel Partners is at least as valuable to
other buyers as to Nextel
- Provides that, in all cases, there will be no minority or
illiquidity discount
- As described in our preliminary proxy statement, various
market data for precedent transactions underscore the value
opportunity of an auction model
- Nextel Partners' trading activity and history and "most recent
unaffected public market stock price" are among the many
factors that must be taken into consideration by the
appraisers
- We believe the notion of Nextel Partners' most recent
unaffected public market stock price is not a static
concept limited by our share price prior to the
announcement of Sprint-Nextel transaction
- We believe our share price performance noted by
Nextel takes into account the strong operating
performance of our business over time
- Since the announcement of the Sprint-Nextel
merger, Nextel Partners has delivered record
financial and operating performance in both the
4th quarter of 2004 and the 1st quarter of 2005
- We believe that the fact that certain of our trading
multiples are higher than those of Nextel as well as many
of our competitors takes into account our financial
performance, our subscriber metrics, and the fact that our
business has been growing faster than most of the other
national and rural wireless carriers
- If the put right set forth in our Certificate is
exercised, we will present our views of our business, and
the factors that must be considered under our Certificate
in determining our Fair Market Value, to the appraisers
- As our preliminary proxy statement indicates, the special
committee of our Board of Directors believes that the
appraisal process, and the definition of Fair Market Value
in our Certificate, is likely to yield a purchase price
that would represent an attractive value for holders of
Class A common stock
FORWARD LOOKING STATEMENTS
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995. A number of the matters and subject areas
discussed in this document that are not historical or current facts deal with
potential future circumstances and developments, including without limitation,
matters related to Nextel Partners' growth strategies and future financial and
operating results. The words "believe," "expect," "intend," "estimate," "assume"
and "anticipate," variations of such words and similar expressions identify
forward-looking statements, but their absence does not mean that a statement is
not forward-
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looking. The discussion of such matters and subject areas is qualified by the
inherent risks and uncertainties surrounding future expectations generally, and
also may materially differ from Nextel Partners' actual future experience
involving any one or more of such matters and subject areas. Nextel Partners has
attempted to identify, in context, certain of the factors that it currently
believes may cause actual future experience and results to differ from Nextel
Partners' current expectations regarding the relevant matter or subject area.
Such risks and uncertainties include the economic conditions in our targeted
markets, performance of our technologies, competitive conditions, customer
acceptance of our services, access to sufficient capital to meet operating and
financing needs, uncertainties relating to the Sprint-Nextel Communications
merger and those additional factors that are described from time to time in
Nextel Partners' reports filed with the SEC, including Nextel Partners' annual
report on Form 10-K for the year ended December 31, 2004, its subsequent
quarterly filing on Form 10-Q, and its preliminary proxy materials filed in
connection with the put process. This document speaks only as of its date, and
Nextel Partners disclaims any duty to update the information herein.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the put right which could arise in
connection with the proposed Sprint Corporation - Nextel Communications, Inc.
merger transaction, Nextel Partners, Inc. has filed and will be filing proxy
statements and other materials with the Securities and Exchange Commission. WE
URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
NEXTEL PARTNERS, INC. AND THE PROPOSED TRANSACTION. Investors may obtain a free
copy of the proxy statements and other relevant documents when they become
available as well as other materials filed with the SEC concerning Nextel
Partners, Inc. at the SEC's website at HTTP://WWW.SEC.GOV. Free copies of Nextel
Partners, Inc.'s SEC filings are also available on Nextel Partners, Inc.'s
website at HTTP://WWW.NEXTELPARTNERS.COM. These materials and other documents
may also be obtained for free from: Nextel Partners, Inc at Nextel Partners,
Inc., 4500 Carillon Point, Kirkland, WA 98033, Attn: Investor Relations.
PARTICIPANTS IN THE SOLICITATION
Nextel Partners, Inc. and its officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of proxies from
Nextel Partners, Inc.'s stockholders with respect to the proposed transaction.
Information regarding the officers and directors of Nextel Partners, Inc. is
included in its definitive proxy statement for its 2005 Annual Meeting filed
with the SEC on April 8, 2005. More detailed information regarding the identity
of potential participants, and their direct or indirect interests, by
securities, holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with the proposed
transaction.
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