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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 18, 1998
NEXTLINK Communications, Inc.
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(Exact name of registrant as specific in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-22939 91-1738221
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(Commission File Number) (IRS Employer Identification No.)
500 108th Avenue NE, Bellevue, WA 98004
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(Address of principal executive offices, including zip code)
(425) 519-8900
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On July 18,1998, INTERNEXT LLC ("INTERNEXT"), of which each of NEXTLINK
Communications, Inc. (the "Registrant") and Eagle River Investments LLC ("Eagle
River") beneficially owns a one-half interest, entered into a Cost Sharing and
IRU Agreement (the "Agreement") with Level 3 Communications, LLC, which is
wholly-owned by Level 3 Communications, Inc.
On July 20, 1998, the Registrant issued a press release announcing the signing
of the Agreement, a copy of which is included herewith as Exhibit 99.1 and is
incorporated by reference herein.
In connection with the execution of the Agreement, the Registrant entered into a
Guaranty Agreement for the benefit of Level 3 Communications, LLC, pursuant to
which it shall guaranty, up to an amount equal to 50% of the obligations of
INTERNEXT under the Agreement, the due, prompt and complete payment of all
amounts due to Level 3 Communications, LLC by INTERNEXT under the Agreement,
when and as the same shall become due and payable, and the due, prompt and
faithful performance of, and compliance with, all other covenants, undertakings
and obligations of INTERNEXT set forth in the Agreement.
It is anticipated that Nextel Communications, Inc. ("Nextel") will acquire a
one-third beneficial ownership interest in INTERNEXT, whereupon the beneficial
ownership interest therein of each of the Registrant and Eagle River shall be
reduced to a one-third interest in INTERNEXT. It also is anticipated that, in
connection with Nextel acquiring such interest in INTERNEXT, Nextel (or,
pursuant to the Agreement, a subsidiary or affiliate thereof to which Level 3
Communications, LLC consents, which such consent shall not be withheld
unreasonably) will guaranty one-third of the obligations of INTERNEXT under the
Agreement, in which case the guaranty of such obligations by the Registrant will
be reduced to 33-1/3% thereof.
In addition, Level 3 Communications, Inc. has entered into a Guaranty Agreement
for the benefit of INTERNEXT, pursuant to which it shall guaranty the due,
prompt and complete payment of all amounts due to INTERNEXT by Level 3
Communications, LLC under the Agreement, when and as the same shall become due
and payable, and the due, prompt and faithful performance of, and compliance
with, all other covenants, undertakings and obligations of Level 3
Communications, LLC set forth in the Agreement.
The parties are required to make notification to the Federal Trade Commission
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act") of the transactions contemplated by the Agreement, and, pursuant to
the terms of the Agreement, it shall not become effective, and no payments shall
be due thereunder, until the requirements of the HSR Act and any similar
antitrust law applicable to the transactions under the Agreement have been
satisfied and the waiting period under the HSR Act has expired or terminated.
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
99.1 Press Release issued by the Registrant, dated July 19, 1998.
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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 thereunto duly authorized.
NEXTLINK COMMUNICATIONS, INC.
By: /s/ R. Bruce Easter, Jr.
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Name: R. Bruce Easter, Jr.
Title: Vice President
Date: July 22, 1998
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EXHIBIT INDEX
Exhibit
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99.1 Press Release issued by the Registrant, dated July 20, 1998
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Exhibit 99.1
VENTURE OWNED BY NEXTLINK, NEXTEL AND EAGLE RIVER AGREES TO INVEST $700 MILLION
TO SHARE CONSTRUCTION COSTS WITH LEVEL 3 FOR NATIONWIDE INTER-CITY FIBER OPTIC
NETWORK
- -- INTERNEXT, LLC to build high capacity long haul IP network -
Bellevue, Wa., July 20, 1998 -- INTERNEXT LLC, to be beneficially owned by
NEXTLINK Communications, Inc. (NASDAQ:NXLK), Nextel Communications
(NASDAQ:NXTL), Inc. and Eagle River Investments, LLC, has agreed to share the
cost of building Level 3 Communications' national fiber optic network by
contributing $700 million for 24 fibers and one empty conduit in the network
that is expected to cover more than 15,000 route miles and connect almost every
major city in the United States and Canada.
Under the agreement, INTERNEXT will receive 24 fibers, one-1.25 inch empty
conduit and rights to 25 percent of any fibers in any conduits over five for the
entire length of the Level 3 network. The network is anticipated to be completed
in approximately 36-48 months.
Newly formed INTERNEXT Communications will be beneficially owned by Nextlink,
Nextel and Eagle River L.L.C..Nextel's ownership will be subject to board
approval.
"The practical impact of the convergence of computing and communications is like
a series of waves whose size can only be speculated until each one strikes the
shore. We are certain, however, that we will spend whatever it takes today to
fulfill our dreams and to help fulfill those of others," said Craig McCaw,
chairman and chief executive officer of Eagle River Investments. "When faced
with whether to build a separate network or to work with Level 3, it was an
obvious choice."
"Level 3 is a fine company led by people we like and respect. We intend to work
together with a common vision, not only about technology, but integrity in
dealing with others," continued McCaw. "Of course, we will each create our own
services. I am personally focused on creating unique capabilities, both wired
and wireless, that people may need and want. Communications is evolving rapidly
enough to use new ideas rather than focus on stealing old business from others
and as we move forward, INTERNEXT intends to create a few waves of its own."
"The INTERNEXT inter-city network will be the centerpiece of NEXTLINK's emerging
data strategy. It will give NEXTLINK customers an incredibly reliable, secure
and cost efficient service based upon a complete end-to-end communications
service for data and voice offered on our own network facilities," said NEXTLINK
Chief Executive Officer Wayne Perry. "Our goal is to provide customers national
access to the largest telecommunications pipes imaginable giving them the
freedom to communicate by voice or data without capacity constraints or
inconvenience."
NEXTLINK is among the fastest growing competitive local exchange carriers in the
United States serving 32 markets and major metro areas including Los Angeles,
San Francisco, Chicago and Atlanta. NEXTLINK intends to continue building local
networks serving the country's largest cities and, by the end of 1999 is
expecting to cover cities with more than 21 million addressable business lines.
With the addition of long-haul facilities, the company anticipates it will be
one of the first telecommunications companies to provide end-to-end service to
the majority of major markets in the United States.
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"INTERNEXT affords Nextel the opportunity to further develop a national network
strategy to better serve its customers," said Daniel Akerson, Nextel chairman
and chief executive officer. "Ownership of such a strategic asset will allow
Nextel to interconnect our growing number of mobile switch centers, potentially
facilitate regional and/or national horizontal networking of our unique Direct
Connect(sm) feature and enhance our planned ATM data product offering."
"Nextel has experienced robust inter city long distance growth as a result of
our wireless no roaming offering; we expect this traffic to grow and to generate
additional traffic with a newly announced initiative to offer wireline long
distance to our existing customer base with reduced telecommunications costs due
to our ability to bypass local interconnection charges," continued Akerson.
"Nextel is quite pleased to be part of this newly organized company that we
expect to be a force in telecommunications well into the 21st century."
Nextel recently added its two millionth all digital wireless customer and
continues to be one of the fastest growing wireless companies in the world.
Additionally, the company recently announced it is expanding its
telecommunications services by providing wireline long distance for customers
across the United States.
The INTERNEXT network will be the model for communications networks in the
emerging communications environment where voice and data communications
technologies converge. It will support IP, as well as other packet-switched
technologies, ensuring its ability to take full advantage of new technology and
meet exponentially increasing demand for bandwidth most cost efficiently.
The network will serve more than 50 cities including: Atlanta, Austin,
Baltimore, Boston, Charlotte, Chicago, Cincinnati, Cleveland, Dallas, Denver,
Detroit, Houston, Indianapolis, Jacksonville, Kansas City, Las Vegas, Los
Angeles, Louisville, Memphis, Miami, Montreal, Nashville, New Orleans, New York,
Omaha, Orlando, Philadelphia, Phoenix, Pittsburgh, Portland, Sacramento, Salt
Lake, San Antonio, San Diego, San Francisco, Seattle, St. Louis, Tampa, Toronto,
Vancouver, Washington D.C and others.
NEXTLINK Communications, Inc. was founded by Craig McCaw in 1994 to provide
local, long distance and enhanced communications services to commercial
customers. Headquartered in Bellevue, Wash., NEXTLINK currently operates 18
facilities-based networks providing switched local and long distance services in
32 markets in nine states.
Nextel Communications, based in McLean, VA, is the leading provider of fully
integrated wireless communications and has built the largest guaranteed
all-digital wireless network in the United States. The Nextel National Network
offers a fully integrated wireless communications tool with digital cellular,
paging capabilities and Nextel Direct Connect(sm) - a two-way radio feature
unavailable on ordinary cellular phones. Nextel International, Inc., has
wireless operations and investments in Argentina, Brazil, Canada, Indonesia,
Japan, Mexico, Philippines, Peru and Shanghai, China.
This news release contains some matters which are not historical facts but are
"forward-looking statements". The reader is cautioned that these forward-looking
statements, such as the plans to build and acquire networks in new areas,
anticipation of revenues from designated markets, and statements regarding the
development of the companies businesses, and other statements contained herein
regarding matters that are not historical facts, are only predictions. No
assurance can be given that the future results will be achieved; actual events
or results may differ materially as a result of risks facing the companies. Such
risks include, but are not limited to, successfully marketing services to
current and new customers, accessing markets, designing and
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constructing fiber optic networks, installing cable and facilities, including
switching electronics, and obtaining rights-of-way, building access rights and
any required governmental authorizations, franchises and permits, all in a
timely manner, at reasonable costs and on satisfactory terms and conditions, as
well as regulatory; whether legislative and judicial developments that could
cause actual results to differ materially from the future results indicated;
expressed or implied, in such forward-looking statements.
Contact: Todd Wolfenbarger Bob Ratliffe Ben Banta
NEXTLINK Eagle River Nextel
425-519-3946 425-828-8686 703-394-3573
206-399-6770 port 206-979-4254 port. 703-906-3573 port.
