Nextel Partners Holders To Vote On Exercise Of ‘Put Right’

Comments

Sprint-Nextel
Nextel Partners Inc. disclosed Thursday that holders of more than 20% of its Class A common stock have requested that the company call a special meeting of shareholders to vote on whether to exercise their “put right.” The ability to exercise this put right was triggered by the recently completed merger of Nextel Communications Inc. and Sprint Corp.

According to a document filed with the Securities and Exchange Commission, the exercise of the put right permits holders to vote to require Nextel WIP Corp., a unit of Sprint-Nextel, to purchase all of the outstanding shares of Nextel Partners Class A common stock at a price to be determined through an appraisal process.


Shareholders became eligible to request the special meeting following the close of the Nextel-Sprint merger, which occurred Aug. 12.

The company said its holders also have the right to adjourn the special meeting until a date no later than Feb. 8, 2007, in which case the holders would vote at that date on whether to exercise the put right.

Nextel Partners recommends holders vote to exercise the put right, according to the filing.

The date of the special meeting wasn’t disclosed in the filing.

Also in the filing, Nextel Partners said a three-member arbitration panel has scheduled a hearing for Thursday to mull its request for a preliminary injunction restraining Nextel Communications from taking actions that would violate its rights under their joint-venture agreement.

In July, Nextel Partners sent Nextel Communications and its Nextel WIP unit a notice saying that they haven’t complied with several of their obligations under a joint-venture agreement and related agreements among the parties.

The company said that the branding changes to occur after the closing of the Nextel-Sprint merger would violate the joint-venture pact if it can’t use the same brand identity that Nextel Communications will use after the merger – the Sprint brand.

In addition, Nextel Partners said it believes that Nextel Communications’ plans to make changes in marketing to national accounts and other operating matters also would violate the joint-venture agreement.

The company said it is seeking information to determine if the postmerger plans would violate its exclusivity rights under the joint venture.