San Diego Business Journal

With Shareholders’ OK, Nextwave Sale Advances

Thursday, October 4, 2012

Nextwave Wireless Inc., a San Diego-based public company that holds wireless spectrum licenses, said its shareholders approved the sale of the company to AT&T Inc. and its wholly owned subsidiary Rodeo Acquisition Sub Inc. based on the vote taken at a special shareholders meeting Aug. 1.

In a recent communication, Nextwave provided no mention of the agreed-upon price announced in August of $600 million. Except for a $1 per share payment amounting to $25 million, the price covers the assumption of Nextwave’s outstanding debt of about $1.1 billion, according to securities filings.

While the latest communication provided no timetable on the closing of the deal, Nextwave said in an earlier announcement that it expected the transaction to close by the end of the year.

Dallas-based AT&T has been on the hunt for new wireless spectrum since it was thwarted by federal government regulators last year from acquiring T-Mobile USA for $39 billion. The transaction also rescues Nextwave from the company’s second go-round through bankruptcy, which the company faced after defaulting on bond payments earlier this year.

Nextwave, founded in 1995 as both a wireless spectrum business and one that developed technology to facilitate improved quality wireless communication, first entered into bankruptcy in 1998 after it failed to make a payment on some 200 spectrum licenses it successfully purchased through an auction conducted by the Federal Communications Commission in 1996.

It emerged from bankruptcy in 2005 after reaching a settlement with the FCC. Among the more successful entities Nextwave developed was San Diego-based PacketVideo, a maker of software that enabled mobile devices to play videos and music. Nextwave acquired PacketVideo in 2005, and sold it to Japan’s DoCoMo in a phased deal that netted about $107 million in 2010.

After AT&T announced its intentions in August, shares of Nextwave, traded on the Over the Counter Bulletin Board under WAVE, rocketed from 25 cents to above $1. It closed at $1.21 on Oct. 2, down 2 cents from the prior day’s closing price. Its 52-week range is 6 cents to $1.41.