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Filed Pursuant to Rule 424B3
Registration File No.: 333-78459
[NEXTEL PARTNER LOGO]
EXCHANGE OFFER FOR 14% SENIOR DISCOUNT NOTES DUE 2009
Supplement dated August 23, 1999
to Prospectus dated July 30, 1999
Ladies and Gentlemen:
The information contained in this letter supplements the prospectus dated
July 30, 1999 (the "Prospectus") relating to the offer by Nextel Partners, Inc.
(the "Company") to exchange its 14% Senior Discount Notes due 2009 for
registered 14% Senior Discount Notes due 2009. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the
Prospectus.
RECENT DEVELOPMENTS
Since the date of the Prospectus, we have exercised our right to elect to
build out certain special option territories and non-special option territories
(the "Option Territories") within the United States as described on page 23 of
the Prospectus. The build-out of the non-special option territories is subject
to the waiver by Nextel Communications, Inc. ("Nextel") of the condition
requiring us to first complete the build-out of our non-option markets scheduled
for launch in our first year. The build-out of both the special and non-special
option markets is further subject to our receipt of:
1. any required consent of lenders to Nextel and its subsidiaries (which
Nextel has agreed to use best reasonable efforts to obtain); and
2. debt and/or equity financing, on terms satisfactory to us, sufficient
to fund the build-out of the Option Territories.
The Option Territories we have elected to build out include 52 service
areas that consist of approximately 14 mid-sized and smaller cities as well as
interstate corridors and highways where approximately 3.8 million people live or
work. The following table outlines the markets for these territories, subject to
adjustment.
Population No. of
(in millions) Markets Markets
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1.1 4 CENTRAL AND SOUTH TEXAS (Abilene, Laredo
McAllen-Edinburg-Mission, Brownsville-Harlingen)
0.6 3 INDIANA (Terre Haute, Evansville, Owensboro)
1.1 4 ARKANSAS (Little Rock, Pine Bluff, Fort Smith,
Fayetteville/Springdale)
1.0 3 GEORGIA (Columbus (GA-AL), Macon, Albany) (1)
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3.8 14 TOTALS
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(1) We are currently negotiating with Nextel a possible swap of the Georgia
markets for other markets of equivalent value owned by Nextel.
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On a combined basis, the Option Territories and our existing territory will
include locations where 40.5 million people live or work of which we are
planning to cover approximately 28 million people by the end of 2008. In
connection with our acquisition of the Option Territories, we will acquire
approximately 23 operational cell sites in our Georgia markets. We currently
plan to complete the initial build-out of the Option Territories to cover a
total of approximately 3.9 million people by the end of the first quarter of
2001. We cannot assure you that we will be able to complete any such build-out
on time or within our current budget.
In connection with our acquisition of the Option Territories, Nextel will
directly or indirectly transfer to us, subject to FCC approval, the capital
stock of a newly formed, wholly owned subsidiary of Nextel, to which Nextel will
transfer the applicable licenses Nextel controls in the Option Territories and
in exchange for the capital stock of this subsidiary, we intend to issue shares
of our Series C preferred stock to Nextel (or its subsidiary). Pending FCC
approval of the foregoing transfer, we will have the right to manage the
licenses to be so transferred pursuant to an interim management agreement. By
virtue of our issuance of Series C preferred stock, the non-Nextel shareholders
(other than the management shareholders) will have the right to purchase Series
A preferred stock, at $10.00 per share in cash. In addition, we intend to issue
shares of our Series A and Series C preferred stock to certain existing
shareholders, including Nextel, in exchange for cash (to be paid in three
installments over the next two years) and an equipment credit from Motorola in
the approximate aggregate amount of $50 million. The Series A and Series C
preferred stock will be issued at a purchase price determined by our board of
directors. The proceeds of the foregoing issuance of equity will be used for the
general build-out of the Option Territories and as consideration for the
assignment by Nextel (or its subsidiary) to us of the fixed network equipment
and operational contracts associated with the Option Territories.
In addition, pursuant to the terms of a commitment letter dated August 3,
1999, DLJ Capital Funding, Inc., Bank of Montreal and Barclays Bank plc have
committed in the aggregate to underwrite a $150,000,000 Term C Loan to be
advanced to us (or an appropriate subsidiary) under our original credit facility
with such parties and the other lenders thereto. The proceeds of the Term C Loan
will be used to finance capital expenditures related to the purchase of the
licenses from Nextel, the construction of the Digital Mobile Network covered by
such licenses and general corporate purposes, and to pay reasonable fees and
expenses related to the financing transactions described in this letter.
We cannot assure you that the financing arrangements will be sufficient to
complete the build-out of the Option Territories nor can we assure that the
build-out will be completed in a timely manner. FOR A MORE COMPLETE DISCUSSION
OF RISKS, YOU SHOULD CAREFULLY REVIEW "RISK FACTORS" BEGINNING ON PAGE 10 OF THE
PROSPECTUS.
THIS SUPPLEMENT INCLUDES FORWARD-LOOKING STATEMENTS AS DESCRIBED UNDER
"RISK FACTORS" IN THE PROSPECTUS. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO
CERTAIN RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL EVENTS OR RESULTS TO
DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED, INCLUDING THOSE SET FORTH
UNDER "RISK FACTORS".
NEXTEL PARTNERS, INC.
