NEXTEL PARTNERS INC
8-K, 2000-03-07
RADIOTELEPHONE COMMUNICATIONS
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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): FEBRUARY 28, 2000

                              NEXTEL PARTNERS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

           DELAWARE                  000-29633                 91-1930918
(STATE OR OTHER JURISDICTION)      (COMMISSION               (IRS EMPLOYER
      OF INCORPORATION)              NUMBER)              IDENTIFICATION NO.)

                               4500 CARILLON POINT
                           KIRKLAND, WASHINGTON 98033
                                 (425) 828-1713

   (ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)


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ITEM 5. OTHER EVENTS

     On February 28, Nextel Partners, Inc. (the "Company") entered into a
purchase agreement pursuant to which it sold $200 million of 11% Senior Notes
due 2010 in a private placement transaction. Consummation of the offering is
subject to customary conditions, including the consent of the lenders under the
Company's credit facility. The Senior Notes have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States by the initial purchaser absent registration or an applicable exemption
from the registration requirements.

     On February 29, 2000, the Company notified the trustee under the indenture
pursuant to which its 14% Senior Discount Notes Due February 2009 were issued
that it intends to redeem 35% of the aggregate accreted value of such notes. If
not revoked prior to March 11, 2000, at that time the company will be
irrevocably committed to make such a redemption.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)  EXHIBITS.

EXHIBIT NO.  DESCRIPTION
- -----------  -----------
99.1         Press Release dated February 29, 2000.


                                   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.

                                          NEXTEL PARTNERS, INC.

Date:  February 29, 2000

                                          By: /s/ JOHN D. THOMPSON
                                          -------------------------------------
                                          John D. Thompson
                                          Chief Financial Officer and Treasurer


<PAGE>

                                  EXHIBIT INDEX

EXHIBIT   DESCRIPTION
- -------   -----------
99.1      Press Release dated February 29, 2000.





<PAGE>

                                                                    EXHIBIT 99.1

                                                                 Contact:
                                                                 Bob Ratliffe
                                                                 (206) 979-4254

FOR IMMEDIATE RELEASE

      NEXTEL PARTNERS, INC. ANNOUNCES PRIVATE PLACEMENT OF 11% SENIOR NOTES

KIRKLAND, WA February 29, 2000 - Nextel Partners, Inc. (Nasdaq NMS: NXTP)
announced today that it has sold $200 million of 11% Senior Notes due 2010 in a
private placement transaction. Consummation of the offering is subject to
customary conditions, including the consent of the lenders under the Company's
credit facility. The Senior Notes have not been registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the United States by
the initial purchaser absent registration or an applicable exemption from the
registration requirements.

Separately, the company announced that it has notified the trustee under the
indenture pursuant to which its 14% Senior Discount Notes Due February 2009 were
issued that it intends to redeem up to 35% of the aggregate accreted value
(approximately $280 million) of such notes. If not revoked prior to March 11,
2000, at that time the company will be irrevocably committed to make such a
redemption.

Nextel Partners provides digital wireless communications services in mid-sized
and smaller markets throughout the United States. It holds or has the right to
use broadband wireless frequencies that cover 40 million persons in 21 states.

                                      # # #

Note regarding Private Securities Litigation Reform Act: This press release
contains forward-looking statements that involve a number of risks and
uncertainties. Actual results could differ materially from those indicated by
such forward-looking statements due to a number of factors, including the risks
detailed in its Registration Statement on Form S-1 for its Class A Common Stock
which the company has filed with the Securities and Exchange Commission.



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