Lowenstein Sandler Represents NextWave Wireless in Planned Acquisition by AT&T
August 2, 2012
Marita A. Makinen, Michael J. Reinhardt, Lowell A. Citron, Christine Osvald-Mruz, Annie Nazarian, Edward J. Newlands
Lowenstein Sandler is representing NextWave Wireless Inc. in its acquisition by communications leader AT&T. The complex transaction involves the acquisition or redemption of NextWave's approximately $1.1 billion in secured notes, and the acquisition of NextWave by AT&T in a merger transaction providing for payment to NextWave stockholders of $1.00 per share plus a contingent payment right representing a $25 million interest in an escrow fund. AT&T will pay a total of $600 million in cash, less amounts paid pursuant to the merger, an additional $25 million escrow amount and certain closing date adjustments for NextWave's secured notes. The secured notes not purchased by AT&T will be redeemed by NextWave for stock in a new holding company to own NextWave's spectrum assets not acquired by AT&T. At the time of the AT&T merger, NextWave's assets will consist solely of its U.S. WCS and AWS spectrum licenses. NextWave is a wireless technology company that manages and maintains wireless spectrum licenses.
Marita Makinen, Chair of Lowenstein Sandler’s Mergers and Acquisitions Group, led the firm in this deal. The Lowenstein team also included Michael J. Reinhardt; Lowell A. Citron; Richard J. Horne; Christine Osvald-Mruz; Alison S. Fraser; Annie Nazarian; Roman Goldburt; Ryan S. Melcher; Edward J. Newlands; Isaac Hirsch; Christine S. Boyle; and Louis Sarok.
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