March 11, 2005
Via U.S. Mail
Leonard J. Kennedy, Esq.
Senior Vice President and General Counsel
Nextel Communications, Inc.
2001 Edmund Halley Drive
Reston, VA 20191
RE: Nextel Communications, Inc.
Schedule TO-I filed March 3, 2005
File No. 005-42889
Dear Mr. Kennedy:
We have the following comments on the above-referenced
filing.
Solicitation of Consents and Offer to Exchange
Documents Incorporated by Reference - Page v
1. It appears that certain financial information has been
incorporated by reference to satisfy Item 10 of Schedule TO.
Please
provide complete summarized financial information as required by
Instruction 6 to Item 10 of Schedule TO. Disseminate by mail that
information to security holders. Refer to telephone
interpretation
H.7 in the July 2001 supplement to our "Manual of Publicly
Available
Telephone Interpretations" that is available on the Commission`s
website at http://www.sec.gov for additional guidance.
The Consent Solicitation - Conditions of The Consent Solicitation
- -
Page 18
2. Refer to the second paragraph in this section. We note that
while
stockholder approval is not a condition to the consent
solicitation,
the conditions to the consummation of the solicitation survive
until
the date of the stockholder vote. Please clarify prominently that
the approval of your amended certificate by your common
stockholders
may not occur immediately upon the Consent Date, which may delay
the
date for payment of the consent fee. In addition, please state
when
the meeting of your stockholders is expected to take place so to
allow preferred stockholders to incorporate that information into
their decision whether to consent or not.
The Consent Solicitation - Consent Solicitation Agent - Page 19
3. We note the use of a consent solicitation agent in connection
with
the consent. What consideration was given to the availability of
the
Section 3(a)(9) exemption when the company is paying for
soliciting
services in connection with the solicitation of consents? For
example, is the solicitation of consents an indirect solicitation
for
exchanges? In this regard, we direct you to Telephone
Interpretation
A.31 available in the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations at www.sec.gov.
The Exchange Offer - Acceptance of Outstanding Shares for Exchange
- -
Page 24
4. Refer to the second sentence of the first paragraph. It is
unclear how withdrawal rights would terminate prior to expiration
of
the offer. Please advise or revise.
The Exchange Offer - Conditions of the Exchange Offer - Page 25
5. Please clarify the first paragraph of this section.
6. A tender offer may be conditioned on a variety of events and
circumstances, provided they are not within the direct or indirect
control of the bidder, and are drafted with sufficient specificity
to
allow for objective verification that the conditions have been
satisfied. We note that the company may determine in its "sole
judgment" whether certain offer conditions have occurred or are
satisfied. Please revise the conditions accordingly.
Material United States Federal Income Tax Considerations - Effect
of
Proposed Amendments - Page 33
7. We note your statement that the effect of the proposed
amendments
on non-tendering holders is "not free from doubt." Please
describe
the degree of the uncertainty and briefly discuss the alternative
consequences.
8. We note that Jones Day has advised the company with regard to
the
tax consequences of the transaction. If applicable, file any
written
tax opinion provided to the company as required by Item 1016(h) of
Regulation M-A.
Closing Information
Please amend your filing promptly to comply with our
comments.
If you do not agree with a comment, please tell us why in your
response. If the information you provide in response to our
comments
materially changes the information that you have already provided
to
unit holders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.
Depending upon your response to these comments, a supplement may
need
to be sent to unit holders.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the bidder is in possession of all
facts
relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.
In connection with responding to our comments, please
provide,
in writing, a statement from the offeror(s) acknowledging that:
* the offeror(s) is (are) responsible for the adequacy and
accuracy
of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the offeror(s) may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.
Please direct any questions to me at (202) 942-2962 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 942-1918. You
may
also contact me via facsimile at (202) 942-9585. Please send all
correspondence to us at the following ZIP code: 20549-0306.
Sincerely,
Daniel F. Duchovny
Attorney-Advisor
Office of Mergers &
Acquisitions
cc: Kathleen McLaurin, Esq. (via fax (214) 969-5100)
Leonard J. Kennedy, Esq.
Nextel Communications, Inc.
March 11, 2005
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