UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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NEXTEL PARTNERS, INC.
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Q&A REGARDING LAWSUITS IN THE DELAWARE COURT
Q. What did you file today with the Court?
A. We filed an answer and counterclaims with respect to the lawsuit that
Nextel Communications commenced on October 7. In the answer, we deny the
substantive allegations in Nextel Communications' complaint. In the
counterclaims, we ask the Court to issue an order concurring with our views
on the put process.
Q. What exactly have you asked the Court to order?
A. We have asked for an order addressing the following issues:
1. We have asked the Court to order that the parties comply with the time
frames required by our charter.
2. We have asked the Court to require full disclosure of the first two
appraisers' reports to our Class A shareholders as required by our
charter. As an alternative to selecting the third appraiser only after
completion of the appraisals by the first two, we have asked the Court
to order the parties to conduct an appraisal process whereby the third
appraiser would do its valuation work concurrently with the first two.
The third appraiser would then deliver its sealed valuation report
concurrently with delivery of the reports of the first two appraisers,
which would accelerate the put process by 45 days. The third
appraiser's report would only be used if the valuations of the first
two appraisers were more than 10% apart.
3. We have asked that the third appraiser be required to agree, as a
condition of its retention, that it will not solicit or accept
investment banking business from Sprint Nextel or any of its
subsidiaries for a period of three years after it delivers its
valuation.
4. With respect to the definition of Fair Market Value, we have asked the
court to reject Nextel Communications' attempts to rewrite the
language of our charter and we are seeking a declaration that:
o regardless of the valuation method or methods used,
including Discounted Cash Flow analysis, each appraiser's
valuation must include a control premium in their
determination of Fair Market Value;
o in determining Fair Market Value, the appraisers may not
apply a discount to Nextel Partners' stock because Nextel
Partners currently uses iDEN technology or because Nextel
Communications must consent to any steps that Nextel
Partners may make to adapt its technology; and
o the appraisers are to determine the "most recent
'unaffected' public market stock price" of Nextel Partners
Class A stock for themselves and to decide for themselves
what weight, if any, to give to this factor, especially in
light of the other factors the appraisers are also required
to consider in reaching their Fair Market
Value determination, such as the trading history of Nextel
Partners' Class A stock and current stock prices.
Q. What do you think of the second lawsuit Sprint Nextel filed?
A. We believe the lawsuit is groundless. We believe Nextel Communications is
using this lawsuit as a way to seek information in connection with the put
process without following the procedures set forth in our charter. We do
not believe that that is a proper purpose for a "books and records" suit
under Delaware law. As contemplated by our charter, we will provide Nextel
Communications and its appraiser with the information necessary for the put
process once Nextel Communications has selected an appraiser and agreed to
provide our appraiser with the information our appraiser requires from
Nextel Communications in connection with the put process.
Q. What do you think of Sprint Nextel's claim that they need information to
review your recent conduct of your business and your actions leading up to
the put vote?
A. We believe this claim has no merit whatsoever. In fact, just yesterday in
an Associated Press story, a Sprint Nextel spokesperson was quoted as
saying that this claim was just "boilerplate language."
CAUTIONARY NOTES
THE PUT PROCESS AND THE RELATED PROVISIONS OF OUR CHARTER ARE COMPLEX AND ARE
SUBJECT TO DIFFERING INTERPRETATIONS. NEXTEL COMMUNICATIONS DISAGREES WITH US ON
SEVERAL IMPORTANT ISSUES. WHILE WE BELIEVE THAT OUR INTERPRETATIONS ARE CORRECT,
THERE IS NO ASSURANCE THAT OUR VIEWS WILL PREVAIL.
Certain of the statements in this document are forward-looking information
within the meaning of the federal securities laws. These statements are based on
various assumptions as to future events. There could be differences between
these assumptions and actual future circumstances or events, including as a
result of the put process and those differences could be material. In addition,
this Q&A includes various statements of our opinions, indicated by phrases such
as "we believe" and the like.
While we base these statements of opinion on facts or assumptions we believe to
be reliable, statements of opinion are only that and readers must recognize that
others, including Nextel Communications, have opposing opinions. In addition,
all statements of opinion are made as of the date of this Q&A and could change
based on future developments or the discovery of or reassessment of existing
facts, presently known or unknown to us. This document speaks only as of its
date, and we disclaim any duty to update the information herein.