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):  July 30, 2003

 

NEXTEL PARTNERS, INC.

(Exact Name Of Registrant as Specified in Charter)

 

 

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Item 5. Other Events

 

On July 30, 2003, Nextel Partners, Inc. (the “Company”) issued a press release announcing that it has entered into an agreement to sell $125 million of Convertible Senior Notes due November 15, 2008.  In addition, the Company has granted the initial purchasers an overallotment option to purchase up to an additional $25 million principal amount of notes.  The notes will be senior unsecured obligations of the Company.  The offering of the notes, which was made to qualified institutional buyers as defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), is expected to close on August 6, 2003 and is subject to standard closing conditions.  At the option of the holders, the notes are convertible at an initial conversion rate of 78.3085 shares of the Company’s Class A common stock per $1,000 principal amount of notes, which represents a conversion price of $12.77 per share of Class A common stock.  The notes will bear interest at a rate of 1½% per year.  The net proceeds of the offering will be used for general corporate purposes, including, but not limited to, general working capital and potential opportunistic repurchases of currently outstanding debt obligations.  A copy of the Company’s press release issued July 30, 2003 is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The securities described in this Form 8-K have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.  This Form 8-K does not constitute an offer to sell these securities nor is it a solicitation of an offer to purchase these securities.  The statements in this Form 8-K regarding future aspects relating to the offering and other statements which are not historical facts are forward-looking statements that involve risks and uncertainties, including, but not limited to, market and competitive conditions, and may cause actual future experience and results to differ materially from the statements made.

 

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:  July 30, 2003	By:	/s/ John Chapple
		John Chapple
		Chief Executive Officer and President

 

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