UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 6, 2006
NEXTWAVE WIRELESS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-137388 20-5361360
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation) file number) identification no.)
12670 HIGH BLUFF DRIVE, SAN DIEGO, CALIFORNIA 92130
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (858) 480-3100
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01. REGULATION FD DISCLOSURE.
On April 13, 2005, as part of the plan of reorganization of NextWave
Telecom, Inc. ("NTI") and its subsidiaries (together, the "NextWave Telecom
Group"), and in connection with the sale of NTI and certain of its subsidiaries
to Cellco Partnership D/B/A Verizon Wireless ("Verizon"), NextWave Wireless LLC
(the "Company"), now a wholly owned subsidiary of NextWave Wireless Inc., issued
$148.5 million of Non-Recourse Secured Notes (the "Notes") to the former equity
holders of NTI. The Notes are not recourse against the Company or its assets;
however, they are secured by a second priority interest in an indemnification
escrow account established by the Company and Verizon in connection with the
Verizon transaction described above (the "Verizon Escrow Account"). Upon
completion of the Verizon transaction, $165 million was deposited in the Verizon
Escrow Account (the "Escrow Amount"). The Verizon Escrow Account was intended
primarily to satisfy any amounts due to Verizon in the event that the
consolidated net operating loss (the "CNOL") of the NextWave Telecom Group for
the taxable year ended on April 13, 2005 (the "2005 Tax Year") was, subject to
certain adjustments, less than $1.362 billion (any such deficit, the "CNOL
Shortfall"), and to cover indemnifiable losses, if any, relating to the
pre-closing operations of the NextWave Telecom Group.
Following the completion of the CNOL review by the Internal Revenue
Service, on December 6, 2006, Verizon and AirTouch Cellular, the assignee of
Verizon under the Verizon transaction, entered into an agreement (the
"Settlement Agreement") (i) to settle the amounts payable under the Verizon
Escrow Account as a result of the CNOL review, and (ii) to release the Escrow
Amount plus accrued interest on the terms described herein. The Company is not
currently aware of any other indemnifiable losses that remain following the
effective date of the sale to Verizon, and Verizon has not made any related
claims therefor.
As a result, the Company and AirTouch Cellular agreed that AirTouch
Cellular is entitled to receive $6,638,165 of the Escrow Amount. The Company is
entitled to receive approximately $153.85 million of the proceeds from the
Escrow Account, including accrued interest. In addition, the Federal
Communications Commission ("FCC") is entitled to receive approximately $16.13
million of funds held in escrow, including approximately $823,000 held under a
separate escrow, pursuant to a December 2004 stipulation entered into between
NextWave and the FCC.
Under the terms of the Note Indenture, the portion of the Escrow Amount
that the Company is entitled to receive must be applied to redeem, pro rata, the
Notes. Accordingly, the parties have provided that the full amount of the
$153.85 million, or approximately 103.5% of the face amount of the Notes, will
be paid directly into an escrow account that will fund the redemption of the
Notes.
The holders of the Notes will receive a notice of redemption from the
Company pursuant to the terms of the Indenture governing the Notes within 10
business days of the date the Escrow Amount is released from the Verizon Escrow
Account. The Indenture requires that holders be given 30 days notice prior to
any redemption date. This requirement may be waived by a majority in aggregate
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principal amount of the Notes, and the Company will provide the opportunity for
the holders to provide such a waiver with the notice of redemption.
On December 7, 2006, the Company issued a press release announcing the
redemption of the Notes, as described above. A copy of the press release is
furnished herewith as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit 99.1 Press Release of NextWave Wireless LLC dated December 7, 2006
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 7, 2006
NEXTWAVE WIRELESS INC.
By: /s/ Frank A. Cassou
-----------------------------
Frank A. Cassou
Executive Vice President and
Chief Legal Counsel
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 Press Release of NextWave Wireless LLC dated December 7, 2006
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