Mail Stop 3561
November 10, 2005
Leonard J. Kennedy, Esq.
General Counsel
Sprint Nextel Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Re: Sprint Nextel Corporation
Registration Statement on Form S-3
Filed October 11, 2005
File No. 333-128940
Dear Mr. Kennedy:
We have limited our review of your filing to consideration
of
your use of Form
S-3 regarding the transaction and your disclosure regarding the
offer
to guarantee and related matters, and we have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please provide us in your response letter with your analysis as
to
how your offer to guarantee the notes in exchange for the note
holders` consents to various indenture amendments meets the
transaction requirements outlined in Part I.B. of Form S-3.
2. In your response letter, please provide us with your analysis
as
to why your solicitation of US Unwired note holders` consents to
the
proposed amendments to the indentures and your guarantees do not
constitute an offer of new securities in exchange for the existing
US
Unwired notes. In this regard, it appears that the proposed
amendments and your guarantees are interrelated and that the
addition
of your guarantees materially changes the nature of the notes.
Please provide us with your legal analysis as to why Section
2(a)(3)
and Rule 145(a) of the Securities Act of 1933 do not apply to the
post-amendment notes and guarantees and why this transaction is
not
an exchange offer that should be registered on Form S-4. In
addition, tell us whether the post-amendment notes will have a new
CUSIP number. We may have further comment.
3. Tell us in your response letter why Sprint Nextel, instead of
US
Unwired, is soliciting consents to the proposed indenture
amendments.
We note that Sprint Nextel does not appear to be a party to the
indentures.
4. Please indicate in the appropriate section why US Unwired was
not
required to offer to repurchase the outstanding notes at the time
you
acquired the company. We note your summary on pages 43 and 44 of
change of control provisions in the indentures that apparently
existed at the time of your acquisition.
Risk Factors, page 12
General
5. We note your qualification "[a]lthough the issue is not free
from
doubt" on pages three and 30 to your conclusion that "a holder of
notes should not recognize any income, gain or loss as a result of
the implementation of the proposed amendments to the indentures
governing the notes and the provision of [y]our guarantees." As a
result of this qualification and the uncertainty you describe on
pages 30 and 31, include a risk factor that discusses the risk
associated with tax consequences to US Unwired note holders as a
result of the proposed amendments and guarantees.
The proposed amendments to the indentures would result in fewer
restrictions..., page 12
6. Please offer here examples of how the proposed amendments could
adversely affect current noteholders or allow US Unwired to take
an
action without their consent that would adversely affect them.
The Consent Solicitation, page 24
Description of the Proposed Amendments, page 24
7. You state on page 24 and elsewhere that you are "requiring the
consent of the holders of a majority in aggregate principal amount
of
each of the 2010 notes and 2012 notes for the proposed amendments
to
either indenture to become operative" and that you "may waive this
requirement, however, for either the 2010 notes or 2012 notes, if
[you] receive the required consents from the holders of only the
2010
notes or 2012 notes." Please clarify what you mean by this
statement
by providing examples.
Amendment to Reporting Covenant, page 25
8. We note that you are soliciting consents to amend the reporting
covenant so that, in lieu of providing separate reports relating
only
to US Unwired, you would be permitted to provide to the US Unwired
noteholders your financial reports filed with the SEC "(without
including the condensed consolidating footnote contemplated by
Rule
3-10 of Regulation S-X)." In your response letter, please provide
your analysis of how Rule 3-10 of Regulation S-X applies to the
offering you are registering and to Sprint Nextel`s future
periodic
reports if Sprint Nextel executes the guarantees. In this regard,
tell us what US Unwired financial information you have included in
this Form S-3 registration statement and what US Unwired financial
information you intend to include in Sprint Nextel`s periodic
reports
if Sprint Nextel guarantees the US Unwired 2010 notes and 2012
notes.
Procedures for Delivering Consents, page 27
9. Please provide us with a copy of the "accompanying letter of
consent" that you mention in the first paragraph of this
subsection
or file the letter as an exhibit.
Material United States Federal Income Tax Consequences, page 30
10. Indicate whether the discussion of tax consequences reflects
counsel`s opinion. If so, identify counsel and file the opinion
as
an exhibit. If not, tell us in your response letter why you do
believe that a tax opinion is not required under Item 601(b)(8) of
Regulation S-K.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Cheryl Grant, Staff Attorney, at 202-551-
3359,
or Kathleen Krebs, Special Counsel, at 202-551-3350, with any
questions.
Sincerely,
Larry Spirgel
Assistant Director
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Mr. Kennedy
Sprint Nextel Corporation
November 10, 2005
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