Lowenstein Sandler is representing NextWave Wireless Inc., a wireless technology company that manages and maintains wireless spectrum licenses, in its acquisition by communications leader AT&T. Under the terms of the agreement, announced August 2, 2012, AT&T will acquire all of the outstanding common shares of NextWave for $1.00 per share plus a contingent payment right representing a $25 million interest in an escrow fund. In addition, the holders of NextWave’s secured notes have entered into separate note purchase agreements with AT&T.
Pursuant to these agreements and the merger agreement, NextWave’s approximately $1.1 billion in secured notes will be acquired by AT&T for 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, with the remainder of the secured notes redeemed by NextWave for stock in a new holding company to own NextWave’s spectrum assets not acquired by AT&T.
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.
