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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): January 9, 1997
NEXTLINK COMMUNICATIONS, L.L.C.
(Exact name of registrant as specified in charter)
Washington 333-4603 91-1678465
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
155 108th Avenue NE, 8th Floor, Bellevue, Washington 98004
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 206-519-8900
Not Applicable
(Former name or former address, if changed from last report)
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Item 5. Other Events
NEXTLINK Communications, L.L.C. has indicated that it currently intends
to incorporate as a Washington corporation. In connection with that transaction,
NEXTLINK Communications, Inc. (the "Company"), as the successor in interest to
NEXTLINK Communications, L.L.C., plans to issue 2,500,000 units consisting of
__% Senior Exchangeable Redeemable Preferred Shares, initial liquidation
preference of $50 per share (the "Preferred Shares") and Contingent Warrants to
acquire in the aggregate 5% of each class of outstanding Junior Shares of the
Company on a fully diluted basis as of January 1998. Dividends on the Preferred
Shares will accrue from the original issue date and will be payable quarterly at
a rate per annum multiplied by the then effective liquidation preference.
Dividends may be paid, at the Company's option either in cash or by adding the
amount of such dividends to the then effective liquidation preference of the
Preferred Shares. The Company is required to redeem all of the Preferred Shares
outstanding on the anniversary of the issuance thereof in 2009 at a redemption
price equal to 100% of the then effective liquidation preference thereof, plus,
without duplication, accumulated and unpaid dividends to the date of redemption.
The Contingent Warrants are only exercisable on any business day after
the first anniversary of issuance if a Qualifying Event has not occurred on or
prior to that date. A "Qualifying Event" means a public common equity offering
or one or more strategic investments which in either case results in aggregate
net proceeds to the Company of not less than $75 million.
Subject to certain conditions, the Preferred Shares are exchangeable in
whole and not in part, at the option of the Company, for the __% Senior
Subordinated Notes due 2009 of the Company.
The Company currently intends to use the proceeds (net of underwriting
discounts and expenses) of such offering for expenditures relating to the
construction, acquisition and operation of telecommunications networks and
service providers and the offering of telecommunications services in those areas
where the Company currently operates or intends to operate. Expenditures for the
construction and operation of networks include (i) the purchase and installation
of switches and related electronics in existing networks and in networks to be
constructed or acquired in new or adjacent markets, (ii) the purchase and
installation of fiber optic cable and electronics to expand existing networks
and develop new networks, including the connection of new buildings (iii) the
development of its comprehensive information technology platform and (iv) the
funding of operating losses and working capital. The Company may acquire
businesses that consist of existing networks or companies engaged in businesses
similar to those engaged in by the Company and its subsidiaries or other
complementary businesses.
The securities offered by the Company will not be registered under the
Securities Act of 1933, as amended and may not be offered or sold in the United
States absent registration or an applicable exemption from such Act's
registration requirements.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired:
None.
(b) Pro Forma financial information:
None.
(c) Exhibits:
None.
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SIGNATURES
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.
NEXTLINK COMMUNICATIONS, L.L.C.
/s/ R. Bruce Easter, Jr.
R. Bruce Easter, Jr.
Vice President, General Counsel
and Secretary
January 10, 1997
