THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON
, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
NEXTLINK COMMUNICATIONS, INC.
155 108th Avenue N.E., 8th Floor
Bellevue, Washington 98004
LETTER OF TRANSMITTAL
For 14% Senior Exchangeable Redeemable Preferred Shares
EXCHANGE AGENT:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
2 Broadway
New York, New York 10004
Attention: Reorganization Department
Phone: (212) 509-4000 x535
Fax: (212) 509-5150
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated , 1997
(the "Prospectus") of NEXTLINK Communications, Inc., a Washington corporation
(the "Company"), and this Letter of Transmittal for 14% Senior Exchangeable
Redeemable Preferred Shares, which may be amended from time to time (this
"Letter"), which together constitute the Company's offer to exchange (the
"Exchange Offer"), for each outstanding 14% Senior Exchangeable Redeemable
Preferred Share issued in reliance upon an exemption from registration under the
Securities Act of 1933, as amended (collectively, the "Old Preferred Shares"),
one 14% Senior Exchangeable Redeemable Preferred Share (collectively, the "New
Preferred Shares").
The undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the Exchange
Offer.
All holders of Old Preferred Shares who wish to tender their Old Preferred
Shares must, prior to the Expiration Date: (1) complete, sign, date and mail or
otherwise deliver this Letter to the Exchange Agent, in person or to the address
set forth above; and (2) tender his or her Old Preferred Shares or, if a tender
of Old Preferred Shares is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility"), confirm such book-entry transfer (a "Book-Entry
Confirmation"), in each case in accordance with the procedures for tendering
described in the Instructions to this Letter. Holders of Old Preferred Shares
whose certificates are not immediately available, or who are unable to deliver
their certificates or Book-Entry Confirmation and all other documents required
by this Letter to be delivered to the Exchange Agent on or prior to the
Expiration Date, must tender their Old Preferred Shares according to the
guaranteed delivery procedures set forth under the caption "The Exchange
Offer--How to Tender" in the Prospectus. (See Instruction 1).
The Instructions included with this Letter must be followed in their
entirety. Questions and requests for assistance or for additional copies of the
Prospectus or this Letter may be directed to the Exchange Agent, at the address
listed above, or R. Bruce Easter, Jr., Esq., General Counsel and Secretary of
the Company, at (206) 519-8900, 155 108th Avenue N.E., 8th Floor, Bellevue,
Washington 98004.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING
THE INSTRUCTIONS TO THIS LETTER, CAREFULLY
BEFORE CHECKING ANY BOX BELOW
Capitalized terms used in this Letter and not defined herein shall have the
respective meanings ascribed to them in the Prospectus.
List in Box 1 below the Old Preferred Shares of which you are the holder. If
the space provided in Box 1 is inadequate, list the certificate numbers and
number of Old Preferred Shares on a separate signed schedule and affix that
schedule to this Letter.
BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
NUMBER OF
NUMBER OLD
OF OLD PREFERRED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE PREFERRED SHARES
(PLEASE FILL IN IF BLANK) NUMBER(S)(1) SHARES TENDERED(2)
TOTALS:
(1) Need not be completed if Old Preferred Shares are being tendered by
book-entry transfer.
(2) Unless otherwise indicated, the total number of Old Preferred Shares
represented by a certificate or Book-Entry Confirmation delivered to the
Exchange Agent will be deemed to have been tendered.
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to the Company the number of Old Preferred Shares indicated
above. Subject to, and effective upon, the acceptance for exchange of the Old
Preferred Shares tendered with this Letter, the undersigned exchanges, assigns
and transfers to, or upon the order of, the Company all right, title and
interest in and to the Old Preferred Shares tendered.
The undersigned constitutes and appoints the Exchange Agent as his or her
agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Company) with respect to the tendered Old Preferred
Shares, with full power of substitution, to: (a) deliver certificates for such
Old Preferred Shares; (b) deliver Old Preferred Shares and all accompanying
evidence of transfer and authenticity to or upon the order of the Company upon
receipt by the Exchange Agent, as the undersigned's agent, of the New Preferred
Shares to which the undersigned is entitled upon the acceptance by the Company
of the Old Preferred Shares tendered under the Exchange Offer; and (c) receive
all benefits and otherwise exercise all rights of beneficial ownership of the
Old Preferred Shares, all in accordance with the terms of the Exchange Offer.
The power of attorney granted in this paragraph shall be deemed irrevocable and
coupled with an interest.
The undersigned hereby represents and warrants that he or she has full power
and authority to tender, exchange, assign and transfer the Old Preferred Shares
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim. The undersigned will, upon request, execute
and deliver any additional documents deemed by the Company to be necessary or
desirable to complete the assignment and transfer of the Old Preferred Shares
tendered.
The undersigned agrees that acceptance of any tendered Old Preferred Shares
by the Company and the issuance of New Preferred Shares in exchange therefor
shall constitute performance in full by the Company of its obligations under the
Preferred Registration Rights Agreement (as defined in the Prospectus) and that,
upon the issuance of the New Preferred Shares, the Company will have no further
obligations or liabilities thereunder (except in certain limited circumstances).
2
By tendering Old Preferred Shares, the undersigned certifies (a) that it is
not an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act, that it is not a broker-dealer that owns Old Preferred Shares
acquired directly from the Company or an affiliate of the Company, that it is
acquiring the New Preferred Shares in the ordinary course of the undersigned's
business and that the undersigned has no arrangement with any person to
participate in the distribution of the New Preferred Shares or (b) that it is an
"affiliate" (as so defined) of the Company or of the initial purchasers in the
original offering of the Old Preferred Shares, and that it will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable to it.
The undersigned acknowledges that, if it is a broker-dealer that will
receive New Preferred Shares for its own account, it will deliver a prospectus
in connection with any resale of such New Preferred Shares. By so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
The undersigned understands that the Company may accept the undersigned's
tender by delivering written notice of acceptance to the Exchange Agent, at
which time the undersigned's right to withdraw such tender will terminate.
All authority conferred or agreed to be conferred by this Letter shall
survive the death or incapacity of the undersigned, and every obligation of the
undersigned under this Letter shall be binding upon the undersigned's heirs,
legal representatives, successors, assigns, executors and administrators.
Tenders may be withdrawn only in accordance with the procedures set forth in the
Instructions contained in this Letter.
Unless otherwise indicated under "Special Delivery Instructions" below, the
Exchange Agent will deliver New Preferred Shares (and, if applicable, a
certificate for any Old Preferred Shares not tendered but represented by a
certificate also encompassing Old Preferred Shares which are tendered) to the
undersigned at the address set forth in Box 1.
The undersigned acknowledges that the Exchange Offer is subject to the more
detailed terms set forth in the Prospectus and, in case of any conflict between
the terms of the Prospectus and this Letter, the Prospectus shall prevail.
/ / CHECK HERE IF TENDERED OLD PREFERRED SHARES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
/ / CHECK HERE IF TENDERED OLD PREFERRED SHARES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): ____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Window Ticket Number (if available): _______________________________________
Name of Institution which Guaranteed Delivery: _____________________________
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX 2
PLEASE SIGN HERE
WHETHER OR NOT OLD PREFERRED SHARES ARE BEING
PHYSICALLY TENDERED HEREBY
X
SIGNATURE(S) OF OWNER(S) DATE
OR AUTHORIZED SIGNATORY
Area Code and Telephone Number:_______________________________________________
This box must be signed by registered holder(s) of Old Preferred Shares as
their name(s) appear(s) on certificate(s) for Old Preferred Shares, or by
person(s) authorized to become registered holder(s) by endorsement and
documents transmitted with this Letter. If signature is by a trustee,
executor, administrator, guardian, officer or other person acting in a
fiduciary or representative capacity, such person must set forth his or her
full title below. (See Instruction 3)
Name(s)_______________________________________________________________________
______________________________________________________________________________
(PLEASE PRINT)
Capacity______________________________________________________________________
Address_______________________________________________________________________
______________________________________________________________________________
(INCLUDE ZIP CODE)
Signature(s) Guaranteed
by an Eligible (AUTHORIZED SIGNATURE)
Institution:
(If required by
Instruction 3)
(TITLE)
(NAME OF FIRM)
BOX 3
TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYOR'S NAME: NEXTLINK COMMUNICATIONS, INC.
Part 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
SOCIAL SECURITY NUMBER
OR EMPLOYER IDENTIFICATION
NUMBER
PART 2--CHECK THE BOX IF YOU ARE NOT SUBJECT TO BACK-UP WITHHOLDING UNDER THE
PROVISIONS OF SECTION 2406(A)(1)(C) OF THE INTERNAL REVENUE CODE BECAUSE (1)
YOU HAVE NOT BEEN NOTIFIED THAT
YOU ARE SUBJECT TO BACK-UP WITHHOLDING AS A RESULT OF FAILURE TO REPORT ALL
INTEREST OR
SUBSTITUTE DIVIDENDS OR (2) THE INTERNAL REVENUE SERVICE HAS NOTIFIED YOU THAT YOU ARE NO
FORM W-9
DEPARTMENT OF THE
TREASURY INTERNAL LONGER
REVENUE SERVICEPAYOR'S SUBJECT TO BACK-UP WITHHOLDING. / /
REQUEST FOR
TAXPAYER
IDENTIFICATION
NUMBER (TIN)
CERTIFICATION UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE PART 3
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. CHECK IF
AWAITING TIN
SIGNATURE ^ DATE ^ / /
BOX 4
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for a number of Old Preferred Shares not
exchanged, or New Preferred Shares, are to be issued in the name of someone
other than the person whose signature appears in Box 2, or if Old Preferred
Shares delivered by book-entry transfer which are not accepted for exchange are
to be returned by credit to an account maintained at the Book-Entry Transfer
Facility other than the account indicated above.
ISSUE AND DELIVER:
(check appropriate boxes)
/ / Old Preferred Shares not tendered
/ / New Preferred Shares, to:
Name ___________________________________________________________________________
(Please Print)
Address ________________________________________________________________________
________________________________________________________________________________
Please complete the Substitute Form W-9 at Box 3
Tax I.D. or Social Security Number: ____________________________________________
BOX 5
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for a number of Old Preferred Shares not
exchanged, or New Preferred Shares, are to be sent to someone other than the
person whose signature appears in Box 2 or to an address other than that shown
in Box 1.
DELIVER:
(check appropriate boxes)
/ / Old Preferred Shares not tendered
/ / New Preferred Shares, to:
Name ___________________________________________________________________________
(Please Print)
Address ________________________________________________________________________
________________________________________________________________________________
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND CERTIFICATES. Certificates for Old Preferred
Shares or a Book-Entry Confirmation, as the case may be, as well as a properly
completed and duly executed copy of this Letter and any other documents required
by this Letter, must be received by the Exchange Agent at one of its addresses
set forth herein on or before the Expiration Date. The method of delivery of
this Letter, certificates for Old Preferred Shares or a Book-Entry Confirmation,
as the case may be, and any other required documents is at the election and risk
of the tendering holder, but except as otherwise provided below, the delivery
will be deemed made when actually received by the Exchange Agent. If delivery is
by mail, the use of registered mail with return receipt requested, properly
insured, is suggested.
Holders whose Old Preferred Shares are not immediately available or who
cannot deliver their Old Preferred Shares or a Book-Entry Confirmation, as the
case may be, and all other required documents to the Exchange Agent on or before
the Expiration Date may tender their Old Preferred Shares pursuant to the
guaranteed delivery procedures set forth in the Prospectus. Pursuant to such
procedure: (i) tender must be made by or through an Eligible Institution (as
defined in the Prospectus under the caption "The Exchange Offer"); (ii) prior to
the Expiration Date, the Exchange Agent must have received from the Eligible
Institution a properly completed and duly executed Notice of Guaranteed Delivery
(by telegram, telex, facsimile transmission, mail or hand delivery) (x) setting
forth the name and address of the holder, the description of the Old Preferred
Shares and the number of Old Preferred Shares tendered, (y) stating that the
tender is being made thereby and (z) guaranteeing that, within five New York
Stock Exchange trading days after the date of execution of such Notice of
Guaranteed Delivery, this Letter together with the certificates representing the
Old Preferred Shares or a Book-Entry Confirmation, as the case may be, and any
other documents required by this Letter will be deposited by the Eligible
Institution with the Exchange Agent; and (iii) the certificates for all tendered
Old Preferred Shares or a Book-Entry Confirmation, as the case may be, as well
as all other documents required by this Letter, must be received by the Exchange
Agent within five New York Stock Exchange trading days after the date of
execution of such Notice of Guaranteed Delivery, all as provided in the
Prospectus under the caption "The Exchange Offer--How to Tender."
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Preferred Shares will be
determined by the Company, whose determination will be final and binding. The
Company reserves the absolute right to reject any or all tenders that are not in
proper form or the acceptance of which, in the opinion of the Company's counsel,
would be unlawful. The Company also reserves the right to waive any
irregularities or conditions of tender as to particular Old Preferred Shares.
All tendering holders, by execution of this Letter, waive any right to receive
notice of acceptance of their Old Preferred Shares.
Neither the Company, the Exchange Agent nor any other person shall be
obligated to give notice of defects or irregularities in any tender, nor shall
any of them incur any liability for failure to give any such notice.
2. PARTIAL TENDERS; WITHDRAWALS. If less than the total number of any Old
Preferred Shares evidenced by a submitted certificate or by a Book-Entry
Confirmation is tendered, the tendering holder must fill in the number tendered
in the fourth column of Box 1 above. All of the Old Preferred Shares represented
by a certificate or by a Book-Entry Confirmation delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. A certificate
for Old Preferred Shares not tendered will be sent to the holder, unless
otherwise provided in Box 5, as soon as practicable after the Expiration Date,
in the event that less thanthe total number of the Old Preferred Shares
represented by a submitted certificate is tendered (or, in the case of Old
Preferred Shares tendered by book-entry transfer, such non-exchanged Old
Preferred Shares will be credited to an account maintained by the holder with
the Book-Entry Transfer Facility).
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date. To be effective with respect to the
tender of Old Preferred Shares, a notice of withdrawal must: (i) be received by
the Exchange Agent before the Company notify the Exchange Agent that they have
accepted the tender of Old Preferred Shares pursuant to the Exchange Offer; (ii)
specify the name of the person who tendered the Old Preferred Shares; (iii)
contain a description of the Old Preferred Shares to be withdrawn, the
certificate numbers shown on the particular certificates evidencing such Old
Preferred Shares and the number of Old Preferred Shares represented by such
certificates; and (iv) be signed by the holder in the same manner as the
original signature on this Letter (including any required signature guarantee).
3. SIGNATURES ON THIS LETTER; ASSIGNMENTS; GUARANTEE OF SIGNATURES. If this
Letter is signed by the holder(s) of Old Preferred Shares tendered hereby, the
signature must correspond with the name(s) as written on the face of the
certificate(s) for such Old Preferred Shares, without alteration, enlargement or
any change whatsoever.
If any of the Old Preferred Shares tendered hereby are owned by two or more
joint owners, all owners must sign this Letter. If any tendered Old Preferred
Shares are held in different names on several certificates, it will be necessary
to complete, sign and submit as many separate copies of this Letter as there are
names in which certificates are held.
If this Letter is signed by the holder of record and (i) all of the holder's
Old Preferred Shares are tendered; and/ or (ii) untendered Old Preferred Shares,
if any, are to be issued to the holder of record, then the holder of record need
not endorse any certificates for tendered Old Preferred Shares, nor provide a
separate bond power. If any other case, the holder of record must transmit a
separate bond power with this Letter.
If this Letter or any certificate or assignment is signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and proper evidence satisfactory to the
Company of their authority to so act must be submitted, unless waived by the
Company.
Signatures on this Letter must be guaranteed by an Eligible Institution,
unless Old Preferred Shares are tendered: (i) by a holder who has not completed
the Box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter; or (ii) for the account of an Eligible
Institution. In the event that the signatures in this Letter or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantees
must be by an eligible guarantor institution which is a member of The Securities
Transfer Agents Medallion Program (STAMP), The New York Stock Exchanges
Medallion Signature Program (MSP) or The Stock Exchanges Medallion Program
(SEMP) (collectively, "Eligible Institutions"). If Old Preferred Shares are
registered in the name of a person other than the signer of this Letter, the Old
Preferred Shares surrendered for exchange must be endorsed by, or be accompanied
by a written instrument or instruments of transfer or exchange, in satisfactory
form as determined by the Company, in its sole discretion, duly executed by the
registered holder with the signature thereon guaranteed by an Eligible
Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in Box 4 or 5, as applicable, the name and address to which the New
Preferred Shares or certificates for Old Preferred Shares not exchanged are to
be issued or sent, if different from the name and address of the person signing
this Letter. In the case of issuance in a different name, the tax identification
number of the person named must also be indicated. Holders tendering Old
Preferred Shares by book-entry transfer may request that Old Preferred Shares
not exchanged be credited to such account maintained at the Book-Entry Transfer
Facility as such holder may designate.
5. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a holder
whose tendered Old Preferred Shares are accepted for exchange must provide the
Exchange Agent (as payor) with his or her correct taxpayer identification number
("TIN"), which, in the case of a holder who is an individual, is his or her
social security number. If the Exchange Agent is not provided with the correct
TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, delivery to the holder of the New Preferred Shares
pursuant to the Exchange Offer may be subject to back-up withholding. (If
withholding results in overpayment of taxes, a refund may be obtained.) Exempt
holders (including, among others, all corporations and certain foreign
individuals) are not subject to these back-up withholding and reporting
requirements. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
Under federal income tax laws, payments that may be made by the Company on
account of New Preferred Shares issued pursuant to the Exchange Offer may be
subject to back-up withholding at a rate of 31%. In order to prevent back-up
withholding, each tendering holder must provide his or her correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the TIN
provided is correct (or that the holder is awaiting a TIN) and that: (i) the
holder has not been notified by the Internal Revenue Service that he or she is
subject to back-up withholding as a result of failure to report all interest or
dividends; or (ii) the Internal Revenue Service has notified the holder that he
or she is no longer subject to back-up withholding; or (iii) certify in
accordance with the Guidelines that such holder is exempt from back-up
withholding. If the Old Preferred Shares are in more than one name or are not in
the name of the actual owner, consult the enclosed Guidelines for information on
which TIN to report.
6. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the transfer of Old Preferred Shares to its order pursuant to the
Exchange Offer. If, however, the New Preferred Shares or certificates for Old
Preferred Shares not exchanged are to be delivered to, or are to be issued in
the name of, any person other than the record holder, or if tendered
certificates are recorded in the name of any person other than the person
signing this Letter, or if a transfer tax is imposed by any reason other than
the transfer of Old Preferred Shares to the Company or its order pursuant to the
Exchange Offer, then the amount of such transfer taxes (whether imposed on the
record holder or any other person) will be payable by the tendering holder. If
satisfactory evidence of payment of taxes or exemption from taxes is not
submitted with this Letter, the amount of transfer taxes will be billed directly
to the tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter.
7. WAIVER OF CONDITIONS. The Company reserve the absolute right to amend or
waive any of the specified conditions in the Exchange Offer in the case of any
Old Preferred Shares tendered.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose
certificates for Old Preferred Shares have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above, for
further instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus or this Letter, may be directed to the Exchange Agent.
IMPORTANT: This Letter (together with certificates representing tendered Old
Preferred Shares or a Book-Entry Confirmation and all other required documents)
must be received by the Exchange Agent on or before the Expiration Date (as
defined in the Prospectus).