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Nextel Partners Put Price Determined.


KIRKLAND, Wash. & RESTON, Va. -- Nextel Partners (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:NXTP) and Sprint Nextel Sprint Nextel Corporation (NYSE: S) is one of the largest telecommunications companies in the world. With 55 million subscribers, Sprint Nextel operates the third largest wireless telecommunications network in the United States (based on total wireless customers), behind  Corp. (NYSE NYSE

See: New York Stock Exchange
:S) announced today the put price under Partners' charter has been determined to be $28.50 per share of Partners' Class A common stock. This is the price at which Sprint Nextel will purchase Nextel Partners' Class A common stock under the put right in Nextel Partners' charter initiated by Nextel Partners shareholders in October 2005 following the Sprint Nextel merger.

The put price was determined after the two appraisers, Morgan Stanley To comply with Wikipedia's , the introduction of this article needs a complete rewrite.  and Lazard, issued their reports that determined fair market value for Nextel Partners as defined in the charter. As set forth in their respective reports, Morgan Stanley determined fair market value of Partners' equity to be $9.6 billion, or $29.75 per fully diluted share and Lazard determined fair market value of Partners' equity to be $8.8 billion, or $27.25 per fully diluted share.

As provided in the charter, because the two appraisers' values are within 10% of each other, the final fair market value is the average of the two appraisers' determinations. The aggregate amount payable to Partners Class A stockholders will be $6.5 billion including amounts payable upon conversion of debt securities and upon settlement of options. This transaction implies an enterprise value for Nextel Partners at approximately $10 billion.

"Sprint Nextel shares with Nextel Partners a commitment of excellence to our customers, employees and shareholders. As we work through the regulatory approval processes, we intend to focus on plans for efficiently integrating Partners' business into our operations in a way that is seamless for customers and employees," commented Sprint Nextel CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  Gary Forsee.

"From inception we have placed the interests of our investors, customers and fellow partners (employees) first and foremost," said John Chapple Field Marshal Sir John Lyon Chapple, GCB, CBE (born 27 May 1931) was Chief of the General Staff, the professional head of the British Army. Army career
Educated at Haileybury College and Trinity College, Cambridge John Chapple was commissioned into the 2nd Gurkhas in
, Nextel Partners Chairman, CEO and President. "We believe that aligned with Sprint Nextel we are poised to move to the next level. This is an across the board success. It results in an attractive price and provides certainty for all Nextel Partners shareholders."

The put price is final and binding on all Nextel Partners shareholders unless notice of a challenge is provided to Sprint Nextel before 5 p.m. EST on January 9, 2006. Under the charter, challenging shareholders will receive a maximum put price that is estimated to be well below the put price. Sprint Nextel has waived its right to challenge the put price and has opted to pay cash as consideration for the purchase of the Class A shares.

The transaction is subject to the customary regulatory approvals, including review by the Federal Communications Commission Federal Communications Commission (FCC), independent executive agency of the U.S. government established in 1934 to regulate interstate and foreign communications in the public interest.  and the Department of Justice, and is expected to be completed by the end of the second quarter of 2006.

A copy of the reports of Morgan Stanley and Lazard accompany this press release.

Sprint Nextel was advised in the matter by financial advisors Goldman Sachs The Goldman Sachs Group, Inc., or simply Goldman Sachs (NYSE: GS) is one of the world's largest global investment banks. Goldman Sachs was founded in 1869, and is headquartered in the Lower Manhattan area of New York City at 85 Broad Street.  & Co. and JP Morgan Securities Inc. and legal counsel Jones Day. Nextel Partners was advised in the matter by financial advisors Morgan Stanley, who served as the principal financial advisor and appraiser A person selected or appointed by a competent authority or an interested party to evaluate the financial worth of property.

Appraisers are frequently appointed in probate and condemnation proceedings and are also used by banks and real estate concerns to determine the market
, and Evercore Partners Evercore Partners NYSE: EVR is a boutique investment bank and private equity investment firm located in New York. It was founded by Blackstone Group alumni Austin Beutner and Roger Altman in 1996. , Inc. and legal counsel Wachtell, Lipton, Rosen & Katz.

"Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  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, information regarding the purchase of the Nextel Partners Class A common stock pursuant to the put process. 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 acquisition by various regulatory agencies, and any conditions imposed in connection with consummation of the acquisition; and the risks that have been described from time to time in Sprint Nextel's and Nextel Communications, Inc.'s respective reports filed with the SEC, including each company's annual report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the year ended December 31, 2004 as amended, and their respective quarterly reports on Form 10-Q Form 10-Q

See 10-Q.
 filed in 2005. This document speaks only as of its date, and each of Sprint Nextel, Nextel and Nextel Partners disclaims any duty to update the information herein.

About Nextel Partners

Nextel Partners, Inc., (NASDAQ:NXTP), a FORTUNE 1000 company based in Kirkland, Wash., has exclusive rights to offer the same fully integrated, digital wireless communications services offered by Nextel Communications (Nextel), a subsidiary of Sprint Nextel, in mid-sized and rural markets in 31 states where approximately 54 million people reside. Nextel Partners and Nextel together provide service on a guaranteed all-digital wireless network in the country serving 297 of the top 300 U.S. markets. To learn more about Nextel Partners, visit www.nextelpartners.com.

About Sprint Nextel

Sprint Nextel offers a comprehensive range of wireless and wireline communications services to consumer, business and government customers. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two robust wireless networks offering industry leading mobile data services; instant national and international walkie-talkie capabilities; and an award-winning and global Tier 1 Internet backbone. For more information, visit www.sprint.com.
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Dec 20, 2005
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