Nextel Communications Inc. of Reston, stymied in its efforts to take control of valuable wireless communications licenses held by bankrupt NextWave Telecom Inc., this week launched a hostile $8.3 billion takeover bid for the firm.
Nextel, which has 4 million customers, said it would pay $5.3 billion to the Federal Communications Commission for the rights to the licenses held by NextWave, hand $2.5 billion in Nextel stock to the shareholders of the privately held NextWave and pay off $500 million in debt to NextWave's creditors.
NextWave wasn't commenting on the proposal yesterday, but the Hawthorne, N.Y., firm seems determined to try to resist the takeover and emerge from the bankruptcy it declared 18 months ago. Last week, NextWave said it had secured pledges of $1.6 billion in new financing from several investors and would use the money to build its own wireless network.
The FCC said it is studying Nextel's offer, leaving the fate of the NextWave licenses in a continued state of uncertainty, right where they've been since the June 1998 NextWave bankruptcy filing.
But the FCC has long held that NextWave's spectrum, now tied up in bankruptcy, should revert back to the federal government to be auctioned off again, thus providing more competition in the world of wireless telephone service.
Four years ago, NextWave won 63 wireless communications licenses in an auction supervised by the FCC, enough bandwidth to transmit wireless calls over specific frequencies in markets with a total population of 165 million.
NextWave bid $4.7 billion for those rights, but after making a $500 million down payment it declared it had paid too much, and it hasn't paid a penny since.
It won a bankruptcy court ruling that it still could claim the licenses for $1 billion, but the 2nd U.S. Circuit Court of Appeals recently overturned that decision.
Meanwhile, Nextel, which operates a nationwide mobile phone network catering to business customers, said it has sought to negotiate a deal with NextWave for the licenses.
Steven M. Shindler, Nextel's executive vice president and chief financial officer, said: "We've had discussions along the way, but they never really engaged. They were resisting our legitimacy to come in and make a bid."
The licenses held by NextWave are for a part of the spectrum set aside by the government for "small businesses," those with $40 million or less in revenue, substantially less than the $2.3 billion Nextel grossed through the first three quarters of this year.
But Shindler said Nextel's takeover offer represents "fair value and complies with all the rules" set by the FCC: "There's been a logjam in being able to put these frequencies to use. We are trying to come in and be a hero to the situation. We think that's the way Congress and the FCC should perceive this."
Shindler said Nextel wants the FCC to appoint a trustee to hold the $5.3 billion it is offering for the licenses while the deal is completed, with the hope that it could actually take control of them in three or four months.