Qualcomm Inc (QCOM)

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NextWave Files Reorganization Plan
Reorganized Entity Will Emerge as Broadband Wireless Provider

http://www.mysan.de/international/article12189.html

WASHINGTON, Dec. 7 /PRNewswire/ -- NextWave Telecom Inc. ("NextWave" or the "Company") took a significant step forward today by filing a plan of reorganization ("Plan") with the bankruptcy court administering the Company's Chapter 11 proceedings.

The Plan provides for the payment of 100% of allowed creditor claims, plus interest, and a distribution of cash to equity holders, along with an option for those holders to elect to receive either an additional cash distribution or, subject to certain limitations, an equity interest in a new operating company that will be spun-out to shareholders to pursue broadband wireless market opportunities.

"After successfully defending the interests of our creditors and shareholders for over six years, NextWave is now poised to emerge from Chapter 11," said Allen Salmasi, NextWave's Chairman and CEO.

"The plan is a testament to the Company's resolve and determination to pay its debts in full, to create significant value for shareholders, and to continue in its efforts to become a leading developer and provider of innovative broadband wireless services."

Key elements of the Plan include:

* Verizon Wireless will acquire the shares of NextWave Telecom Inc. and its existing PCS licensing subsidiaries, which will have no liabilities and no assets other than the Company's PCS licenses, free and clear of all encumbrances. Aggregate consideration of $3 billion
will be paid at closing, net of

(i) $71,875,000 which will be paid to the FCC,

(ii) $165 million which will be deferred and placed into an
escrow, to be distributed in whole or in part to either VZW or to Reorganized NWI, subject to the FCC's right to receive a Sharing Payment and

(iii) certain other amounts which may be required to be
placed into the Escrow under the Acquisition Agreement.

* An internal corporate restructuring will consolidate nearly all of the
Company's liabilities and remaining assets -- including MMDS spectrum
holdings, ITFS spectrum leases -- into a newly formed operating
company named NextWave Broadband Inc. ("NBI"), through which NextWave
intends to develop, build and operate broadband wireless networks
designed to provide both high-speed fixed/mobile Internet access and VoIP services.

* Pursuant to the restructuring, the Company's existing operating
company, NextWave Wireless Inc. ("NWI"), will be converted into a Limited Liability Company, and it will hold cash and all the stock of NBI. Tele*Code, an existing non-debtor subsidiary, will become a wholly-owned subsidiary of NBI.

The Company plans to pursue a dual-use network strategy by making its network available to government users for public safety services at the same time it offers commercial broadband wireless services. The Company is working towards the launch of commercial operations in Las Vegas, Nevada during 2005, and is in the process of acquiring additional spectrum in other markets. The Company believes that new and emerging IP-based 4th generation wireless technologies will provide it with cost advantages and the ability to offer a unique range of services that cannot be offered over existing wireless networks, and plans to further invest in the development of some of these emerging technologies in order to customize their features and benefits and to accelerate the Company's time-to-market entry.

A hearing on the Disclosure Statement accompanying NextWave's Plan is scheduled to be held before the Honorable Adlai S. Hardin, Jr., United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York, in White Plains, New York, on January 5, 2005, at 10:30 AM, Eastern Time. A hearing on confirmation of the Plan is scheduled to be held before Judge Hardin on February 15, 2005, at 10:30 AM, Eastern Time.

The effectiveness of the Plan is subject to various contingencies, including confirmation of the Plan, FCC regulatory approval of NextWave's proposed transaction with Verizon Wireless, and antitrust review.
Copies of the Plan and the Disclosure Statement may be downloaded from the Company's web site at http://www.nextwavetel.com/.

About NextWave:
NextWave Telecom Inc. was formed in 1995 to provide broadband wireless and other mobile communications services to consumer and business markets. For information about this release, contact Michael Wack of NextWave at 202-661-2083, [e-mail], or Emilie Moghadam of Hill and Knowlton at 202-944-3378, [e-mail].
Quelle: NextWave Telecom Inc.