Sprint buyout of affiliate partners

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teleguy
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Jul 15, 2005, 9:26 AM

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Sprint Corp purchases one of it's largest affiliate companies, US Unwired.

Unwired, which has seen it's stock value double in the past twelve months is seen as a hot commodity. The purchase will also smooth the path for Sprint and Nextel to combine later this year.

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Sprint to Acquire Wireless Affiliate US Unwired for $1.3B

July 11, 2005 /PRNewswire via COMTEX/ --

- More than 500,000 PCS wireless users to become direct subscribers of
Sprint
- Extends Sprint's direct service territory to an additional 8 million
people in nine states

OVERLAND PARK, Kan. and LAKE CHARLES, La., July 11 /PRNewswire-FirstCall/ -- Sprint and US Unwired, Inc. today announced that their boards of directors have unanimously approved an agreement for Sprint to acquire US Unwired for approximately $1.3 billion.

Under the terms of the agreement, Sprint will commence a cash tender offer to acquire all of US Unwired's outstanding common stock at a price of $6.25 per share. Following completion of the tender offer, any remaining shares of US Unwired will be acquired in a cash merger at the same price. Sprint also will acquire US Unwired's net debt, which was approximately $266 million as of March 31, 2005, in connection with the transaction. Shareholders with approximately 27.3% of the outstanding common shares of US Unwired have agreed to tender their shares pursuant to the tender offer and to vote their shares in favor of the merger. The acquisition is subject to customary regulatory approvals and is expected to be completed in the third quarter of 2005.

As part of the agreement, Sprint and US Unwired will seek an immediate stay of litigation pending in U.S. District Court in Lake Charles, La., including US Unwired's request for an injunction to block the merger of Sprint and Nextel Communications, with a final resolution to become effective upon the closing of the acquisition.

US Unwired, based in Lake Charles, La., provides Sprint PCS services in nine states, serving more than 500,000 direct wireless subscribers in 48 markets. It employs about 600 people and had 2004 revenues of $408 million.
"This acquisition would bring an end to a long partnership with the management and shareholders of US Unwired," said Gary Forsee, chairman and CEO, Sprint. "We appreciate their efforts over the years to grow the Sprint business in its assigned territories. While we decided to acquire a direct ownership interest in these assets, we continue to value our relationship with other affiliates providing Sprint services."

Robert Piper, US Unwired's president and CEO, said: "Since US Unwired's inception, our employees have demonstrated their commitment to building substantial shareholder value. We began our Sprint relationship with a handful of customers and a service territory of 1.8 million residents. Through the effort of our personnel, our network now covers 8.1 million people and serves more than a half-million subscribers. We are pleased to have this opportunity to realize continued value for our shareholders."

Notice to Investors
This announcement does not constitute an offer to purchase or a solicitation of an offer to sell any securities. The tender offer for the outstanding shares of US Unwired common stock described in this announcement has not commenced. Any offers to purchase or solicitation of offers to sell will be made only pursuant to a tender offer statement and a solicitation/recommendation statement filed with the Securities and Exchange Commission. The tender offer statement (including an offer to purchase, a letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information and should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to all shareholders of US Unwired at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC's web site (http://www.sec.gov).

Background on Sprint-Nextel merger
On Dec. 15, 2004, Sprint and Nextel Communications, Inc. entered into a merger agreement providing for a merger of equals, creating America's premier communications company. The merger will combine a leading wireless carrier augmented by a global IP network that will offer consumer, business and government customers compelling new broadband wireless and integrated communications services. The new company also intends to spin off to its shareholders Sprint's local telecommunications business following the merger. The proposed spin-off is expected to occur in 2006.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

A number of the matters discussed in this document that are not historical or current facts deal with potential future circumstances and developments, in particular, whether and when the transactions contemplated by the merger agreements will be consummated. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: the result of the review of the proposed transactions by various regulatory agencies, and any conditions imposed on the companies in connection with consummation of the transactions described herein; the number of shares tendered by shareholders of US Unwired, approval of the merger between Sprint and US Unwired by the shareholders of US Unwired; approval of the merger between Sprint and Nextel by the shareholders of Sprint and Nextel; the timing of the proposed spin-off of Sprint's local telecommunications business following the merger; satisfaction of various other conditions to the closing of the transactions described herein; and the risks that are described from time to time in Sprint's, US Unwired's and Nextel's respective reports filed with the SEC, including each company's annual report on Form 10-K for the year ended December 31, 2004, as amended, and their respective quarterly reports on Form 10-Q for the quarterly period ended March 31, 2005. This document speaks only as of its date, and Sprint and US Unwired each disclaims any duty to update the information herein.

Additional Information and Where to Find It
Sprint Corporation has filed a Registration Statement on Form S-4 with the SEC (Reg. No. 333-123333) containing a definitive joint proxy statement/prospectus regarding the proposed combination of Sprint and Nextel. SHAREHOLDERS OF SPRINT AND SHAREHOLDERS OF NEXTEL ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/ PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMBINATION. The definitive joint proxy statement/prospectus has been mailed to shareholders of Sprint and shareholders of Nextel. Investors and security holders may obtain the documents free of charge at the SEC's web site (http://www.sec.gov), from Sprint Investor Relations at Sprint Corporation, 6200 Sprint Parkway, Overland Park, Kansas 66251, 800-259-3755, Option 1 or from Nextel Investor Relations at 2001 Edmund Halley Drive, Reston, Virginia 20191, 703-433-4300.

Participants in Solicitation
Sprint, Nextel and their respective directors and executive officers, other members of management and employees and the proposed directors and executive officers of Sprint Nextel, may be deemed to be participants in the solicitation of proxies in respect of the combination. Information concerning the proposed directors and executive officers of Sprint Nextel, Sprint's and Nextel's respective directors and executive officers and other participants in the proxy solicitation, including a description of their interests, is included in the definitive joint proxy statement/prospectus contained in the above-referenced Registration Statement on Form S-4.

teleguy
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Jul 19, 2005, 8:17 AM

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Not to be bought out by Sprint (at least not yet) is iPCS, who just announced a merger with another Sprint affiliate, AND a lawsuit regarding Sprint Corp's merger with Nextel.

see both stories below

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iPCS Announces Closing of Merger with Horizon PCS; Merger Creates Second Largest Sprint Affiliate in Terms of Covered POPs

SCHAUMBURG, Ill., Jul 01, 2005 (BUSINESS WIRE) -- iPCS, Inc. a PCS Affiliate of Sprint, today announced that it has completed its merger with Horizon PCS, Inc., another PCS Affiliate of Sprint headquartered in Chillicothe, Ohio. The combined company will be called iPCS, Inc. (the "Company"). On June 30, 2005, the shareholders of each of iPCS and Horizon PCS adopted the definitive merger agreement. The merger, originally announced March 17, 2005, creates the second largest PCS Affiliate of Sprint in terms of covered POPs. The Company aims to leverage the benefits of the merger to increase its level of market penetration.

"This is a tremendous opportunity for both iPCS and Horizon PCS, as we continue to focus on realizing the potential of our combined territory to achieve increased levels of customer penetration consistent with our peer group," commented Timothy M. Yager, iPCS's president and chief executive officer. "Our solid balance sheet and substantial cash position give us the resources necessary to execute our existing growth strategies, and thus we expect to achieve above average growth in the future."

The board of directors of iPCS consists of seven directors, including Timothy Yager, who continues as president and chief executive officer of the Company, and Robert Katz, formerly the lead director of Horizon PCS, who is the new chairman of the Company's board of directors. Alan Morse, formerly the chief operating officer of Horizon PCS, is now the chief operating officer of iPCS and Steb Chandor continues as the Company's executive vice president and chief financial officer. The Company, with over 450 employees, is headquartered in Schaumburg, Illinois.

About iPCS, Inc.
iPCS is the PCS Affiliate of Sprint with the exclusive right to sell wireless mobility communications, network products and services under the Sprint brand in 80 markets including markets in Illinois, Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee. The territory includes key markets such as Grand Rapids (MI), Fort Wayne (IN), Tri-Cities (TN), Quad Cities (IA/IL), Scranton (PA) and Saginaw-Bay City (MI). As of March 31, 2005, and giving effect to the completion of the merger, iPCS's licensed territory had a total population of approximately 15.0 million residents, of which its wireless network covered approximately 11.2 million residents, and had approximately 443,100 subscribers. iPCS is headquartered in Schaumburg, Illinois.

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iPCS files lawsuit against Sprint Jul 18, 2005 The line of Sprint Corp. wireless affiliates seeking injunctive relief expanded on Friday as iPCS Inc. filed a lawsuit seeking to prevent Sprint from violating its affiliate agreement in relation to its pending acquisition of Nextel Communications Inc.

The suit claims that Sprint's pending acquisition of Nextel will violate iPCS' affiliate agreement as the combined operations plan to use Nextel's existing infrastructure, licenses and network to augment Sprint's network in iPCS' service area. The affiliate noted that there is about 95-percent geographical overlap of Nextel and its affiliate Nextel Partners Inc.'s wireless network within iPCS' service area.

In addition, iPCS claims that Nextel's ongoing spectrum relocation process with the Federal Communications Commission will further violate its affiliate agreement. The FCC plan will provide Nextel with 10 megahertz of spectrum in the 1.9 GHz spectrum band in exchange for some of Nextel's 800 MHz spectrum holdings and nearly $5 billion in cash and related expenses. The affiliate said its network agreement prevents Sprint from offering a competing service using the 1.9 GHz spectrum bands in iPCS' service areas.
iPCS' suit follows similar legal proceedings initiated this week by fellow affiliates Ubiquitel Inc. earlier this year by US Unwired Inc., which recently announced it was being acquired by Sprint for $1.3 billion. iPCS recently acquired fellow affiliate Horizon PCS Inc. and said it currently serves more than 443,000 subscribers in parts of Illinois, Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee.

teleguy
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Jul 23, 2005, 10:16 AM

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Tue Jul 19, 2005 11:03 AM ET
WASHINGTON (Reuters) - Sprint Corp. said on Tuesday that a judge had denied a motion by one of its affiliates, iPCS Inc., to temporarily block Sprint and Nextel Communications Inc. from closing their merger.
Sprint said the Illinois judge had blocked Sprint from sharing with Nextel certain information about its agreement with iPCS. A hearing in the case is scheduled for Friday.
Sprint, which hopes to close its purchase of Nextel this quarter, has already been hit with a lawsuit from another affiliate, UbiquiTel Inc.. It agreed last week to buy a third affiliate, US Unwired, partly to resolve a legal battle.

teleguy
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Aug 5, 2005, 10:30 AM

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Not to be silenced too soon, iPCS sued and now has settled.

What do you think? Do these affiliate lawsuits accomplish anything of substance? Or just drive the price of the merger up a little more?

Now's your turn.

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Sprint Settles Suit With Affiliate IPCS
Associated Press
Monday, August 01, 2005 (Originally Published: 7/29/2005)

OVERLAND PARK, Kan. - It's one step forward and one back for Sprint Corp. as it tries to deal with a mutiny from its affiliates over its pending acquisition of Nextel Communications Inc.
Sprint on Friday said it has reached an agreement that would end litigation from affiliate iPCS Inc. But the Overland Park-based company also said affiliate Enterprise PCS has filed a lawsuit - the fifth from affiliates so far - claiming, like others, that the merger will allow Sprint to operate and sell Nextel services in the affiliate's territories, violating exclusivity agreements made with Sprint in the late 1990s.
In a filing with the Securities and Exchange Commission, Sprint said the "forbearance agreement" with iPCS Inc. and its subsidiaries, iPCS Wireless Inc., Horizon Personal Communications Inc. and Bright Personal Communications Services Inc., would limit its operations in those affiliates' territories.
In particular, Sprint promises not to market Nextel-branded products in those areas and would prohibit its own marketing and operations personnel from viewing proprietary information filed with Sprint from those affiliates.
In return, iPCS has agreed to withdraw its request for an injunction and other litigation currently filed in an Illinois court. Sprint said Cook County Circuit Judge Thomas Quinn has lifted a temporary restraining order preventing Sprint from sharing some information with Reston, Va.-based Nextel.
According to the SEC filing, the agreement will end no later than Jan. 1.
Sprint spokesman Nick Sweers said the agreement "gets us over the hump" of litigation and gives both sides time to negotiate a long-term solution to the iPCS management agreement with Sprint.
In the same securities filing, Sprint said Enterprise PCS and its subsidiaries filed suit on Thursday in federal court in Columbus, Ga. That suit asks for the court to prevent Sprint from operating in Enterprise's territory.
Sweers said that Sprint is in discussions with Enterprise and other affiliates over what role they will play after the merger, but that it doesn't believe the suits will effect the merger's timing.
Besides Enterprise and iPCS, Sprint has been sued by affiliates U.S. Unwired, UbiquiTel and Gulf Coast Wireless.
Sprint announced earlier this month it plans to buy U.S. Unwired for $1.3 billion. That acquisition still requires regulatory approval.
Shares of Sprint closed up 48 cents at $26.90 in trading Friday on the New York Stock Exchange, where it has traded in a 52-week range of $17.80 to $26.75.
---

teleguy
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Aug 10, 2005, 10:24 AM

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Yep another affiliate lawsuit.

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Alamosa Subsidiary Files Lawsuit Against Sprint and Nextel
LUBBOCK, Texas, Aug 08, 2005 (BUSINESS WIRE) -- Alamosa Holdings, Inc. (Nasdaq/NM:APCS) today announced that its wholly-owned subsidiary, AirGate PCS, Inc., has filed a complaint against Sprint Corporation, certain of its affiliates and Nextel Communications, Inc. in the Delaware Court of Chancery alleging, among other things, that following the completion of the pending merger between Sprint and Nextel, Sprint will breach the exclusivity covenants contained in the agreements governing its relationship with AirGate and that Nextel unlawfully interfered with AirGate's exclusive rights under such agreements. The complaint seeks, among other things, an order directing Sprint and its affiliates to specifically perform their contractual obligations under their agreements with AirGate, an injunction preventing Sprint and Nextel from taking any action or entering into any agreement that would violate the exclusivity covenants contained in the agreements, a declaratory judgment declaring the rights, remedies and obligations of the parties under the agreements, and damages.
As previously disclosed, since Sprint's public announcement of its intention to merge with Nextel, Alamosa has continually attempted to engage in productive discussions with Sprint in an attempt to resolve the issues raised by its pending merger with Nextel. Alamosa now has come to believe, however, that it is unlikely that the parties will be able to reach a mutually acceptable agreement prior to the closing of the merger.
"Neither Sprint nor Nextel should be allowed to breach previous agreements in pursuit of their goals," stated David E. Sharbutt, Chairman and Chief Executive Officer of Alamosa. "Sprint agreed that AirGate and Alamosa would be the exclusive providers of wireless services in their territories and that they would be entitled to specific performance of their agreements with Sprint, and we expect Sprint to fulfill its contractual commitments to AirGate and Alamosa."
ABOUT ALAMOSA
Alamosa Holdings, Inc. is the largest (based on number of subscribers) PCS Affiliate of Sprint (FON), which operates the largest all-digital, all-CDMA Third-Generation (3G) wireless network in the United States. Alamosa has the exclusive right to provide digital wireless mobile communications network services under the Sprint brand name throughout its designated territory located in Texas, New Mexico, Oklahoma, Arizona, Colorado, Utah, Wisconsin, Minnesota, Missouri, Washington, Oregon, Arkansas, Kansas, Illinois, California, Georgia, South Carolina, North Carolina and Tennessee. Alamosa's territory includes licensed population of 23.2 million residents, including 15.8 million residents in Alamosa's territories and 7.4 million residents in the recently acquired AirGate properties.

teleguy
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Aug 31, 2005, 10:06 AM

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Sprint Nextel to Acquire Wireless Affiliate Gulf Coast Wireless; More Than 95,000 PCS Wireless Users to Become Direct Subscribers of Sprint Nextel; Extends Company's Direct Service Territory to an Additional 1.5 Million People

RESTON, Va. & BATON ROUGE, La., Aug 30, 2005 (BUSINESS WIRE) -- Sprint Nextel Corporation and Gulf Coast Wireless Limited Partnership announced an agreement for Sprint Nextel to acquire Gulf Coast Wireless for approximately $287.5 million, including the assumption of debt. This transaction value represents 9.2x Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) for the 12 months ending June 30, 2005 and 8.1x 2006E EBITDA.

As part of the agreement, Sprint Nextel and Gulf Coast Wireless will seek an immediate stay of litigation pending in U.S. District Court in Middle District of Louisiana with a final resolution to become effective upon the closing of the acquisition. The acquisition is subject to customary regulatory approvals and is expected to be completed in the fourth quarter of 2005.

About Gulf Coast Wireless
Gulf Coast Wireless, based in Baton Rouge, La., provides Sprint PCS services in southern Louisiana and Mississippi serving more than 95,000 direct wireless subscribers. It employs about 130 people and had 2004 revenues of $87.9 million.

Sprint Nextel to Acquire Wireless Affiliate IWO Holdings, Inc.

RESTON, Va. & ALBANY, N.Y., Aug 30, 2005 (BUSINESS WIRE) -- Sprint Nextel Corporation

-- More than 237,000 PCS Wireless Users to Become Direct Subscribers of Sprint Nextel
-- Extends Company's Direct Service Territory to an Additional 6.2 Million People in Five States

Sprint Nextel Corporation and IWO Holdings, Inc. (IWHD.PK) today announced an agreement for Sprint Nextel to acquire IWO Holdings for approximately $427 million, including the assumption of approximately $208 million of net debt. This transaction value represents 10.8x Earnings Before Interest, Taxes, Depreciation and Amortization adjusted for the impact of special items (Adjusted EBITDA*) for the 12 months ending June 30, 2005 and 8.5x 2006E Adjusted EBITDA.

Under the terms of the agreement, Sprint Nextel will acquire all of IWO Holdings' outstanding common shares for $42.50 per share in an all-cash merger. Shareholders with approximately 33% of the outstanding common shares have agreed to vote their shares in favor of the merger. In addition, Sprint Nextel has an option to purchase those shares at $42.50 per share. The acquisition is subject to the approval of IWO shareholders and customary regulatory approvals, and is expected to be completed in the fourth quarter of 2005.

IWO Holdings, based in Albany, N.Y., provides Sprint PCS services in upstate New York, New Hampshire, Vermont and portions of Massachusetts and Pennsylvania, serving more than 237,000 direct wireless subscribers. It employs about 230 people and had 2004 revenues of approximately $187 million.

About IWO Holdings, Inc.
IWO Holdings, Inc. through its Independent Wireless One Corporation subsidiary is a PCS affiliate of Sprint with exclusive rights to provide digital wireless mobile communication services throughout its affiliated markets under the Sprint PCS brand name. Dedicated to providing the wireless services and products that connect customers to their world, Independent Wireless One serves a contiguous territory with a population of 6.2 million people that extends in New York from suburban New York City to the Canadian border, and from Syracuse east to include substantially all of Vermont and New Hampshire and portions of western Massachusetts and northeastern Pennsylvania.

teleguy
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Sep 8, 2005, 7:38 PM

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Arbitration Panel Rules against Nextel Partners, Allows Sprint Nextel to Proceed with Rollout of New Brand

RESTON, Va., Sep 06, 2005 (BUSINESS WIRE) -- Sprint Nextel has announced that the panel in the arbitration initiated by Nextel Partners Inc. unanimously denied a request by Nextel Partners to preliminarily enjoin Sprint Nextel's national rollout of the new Sprint brand.

During a full-day hearing on Aug. 25, the arbitration panel, consisting of two former U.S. federal court judges and a professor from a major law school, heard arguments concerning Nextel Partners' request for a preliminary injunction pending the completion of the arbitration proceedings. The panel later ruled that Nextel Partners had not demonstrated a likelihood of success on the merits of its claim that the rollout breached the requirements of Nextel Partners' operating agreements. The arbitration panel rejected claims by Nextel Partners that those agreements required Sprint Nextel either to allow Nextel Partners to use the new Sprint logo or to sell Nextel iDEN products only under the Nextel brand and not under the Sprint brand. Additionally, the panel concluded that the parties' contracts "do not appear to support" Nextel Partners' argument and also rejected Nextel Partners' position that it would be irreparably harmed by the rollout of the new Sprint brand.

Nextel Partners initiated the arbitration shortly after it recommended that its shareholders begin the put process, or share purchase rights, under the company's charter. This process was triggered by the completion of the Sprint Nextel merger on Aug. 12, 2005.

Sprint Nextel said it is pleased with the panel's ruling and intends to continue to comply with its agreements with Nextel Partners.

teleguy
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Oct 23, 2005, 10:16 AM

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Nextel Partners sees 32% gain in sales

WASHINGTON (MarketWatch) -- Nextel Partners Inc. said Tuesday that third-quarter revenue rose 32% on a preliminary basis, while the company added a record 107,200 wireless-phone customers.

Nextel Partners ended the quarter with to $445.2 million in service revenue. The company also said revenue per user rose $1 to $69 from the second quarter, as the Kirkland, Wash.-based carrier ended with 1.9 million customers.

On Monday, Nextel Partners shareholders are expected to approve a vote on whether to exercise an option that would require Sprint Nextel Corp. to buy the smaller wireless concern.

Sprint has argued that it should not have to pay as much as Nextel Partners expects. The situation is headed toward arbitration and may not be resolved until early to mid-2006.

Nextel Partners will issue full quarterly results on Oct. 27. Shares of Nextel Partners fell 11 cents Tuesday to close at $24.51.

The wireless-phone company sells Nextel-branded phone service in rural and mid-tier markets and depends on the success of the Nextel brand. Yet that brand is likely to be phased out in long run in favor of Sprint.

Sprint obtained a one-third stake in Nextel Partners via its recent acquisition of Nextel Communications. Shares of Nextel Partners it doesn't already own are valued roughly at $4.5 billion.

In addition, Sprint-Nextel might have to add a premium based on the "fair market value," as determined by an independent assessment.

Sprint has already said it won't negotiate a buyout of Nextel Partners Inc., clearly signaling it doesn't want to pay the full market value for its rural affiliate.

Under the put option, Sprint Nextel and Nextel Partners can each hire an appraiser to determine the "fair market value" of Nextel Partners.

If the two appraisers provide valuations more than 10% apart, a third appraiser would be hired to resolve the matter. Sprint said the process could take at least four months, but analysts think it could take a lot longer unless the two companies reach an accord.