EXHIBIT 99.3
HORIZON PCS, INC.
OFFER TO EXCHANGE
REGISTERED 11-3/8% SENIOR NOTES DUE 2012
FOR ANY AND ALL OUTSTANDING
11-3/8% SENIOR NOTES DUE 2012
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ____________,
2005, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION
DATE"). HOLDERS OF OUTSTANDING NOTES MUST TENDER THEIR OUTSTANDING NOTES ON OR
PRIOR TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE REGISTERED NOTES. TENDERS
OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION
DATE.
__________, 2005
To Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees:
Enclosed for your consideration is a Prospectus (the "Prospectus") and
a Letter of Transmittal (the "Letter of Transmittal") which together describe
the offer (the "Exchange Offer") by Horizon PCS, Inc., a Delaware corporation
(the "Company"), to exchange its Registered 11-3/8% Senior Notes due 2012 (the
"Registered Notes") for any and all of its outstanding 11-3/8% Senior Notes due
2012 (the "Outstanding Notes").
Capitalized terms used herein and not defined herein shall have the
meanings assigned to them in the Prospectus.
For your information and for forwarding to your clients, we are
enclosing the following documents:
1. The Prospectus;
2. Letter of Transmittal for your use and for the information of
your clients;
3. Notice of Guaranteed Delivery to be used to accept the
Exchange Offer if the Letter of Transmittal, Outstanding Notes
and all other required documents cannot be delivered to the
Exchange Agent by the Expiration Date;
4. A letter which may be sent to your clients for whose accounts
you hold Outstanding Notes registered in your name or in the
name of your nominee, with an instruction form provided for
obtaining such clients' instructions with respect to the
Exchange Offer; and
5. Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 providing information relating to
backup federal income tax withholding.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE
NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_____________, 2005, UNLESS EXTENDED.
The Company will not pay any fees or commissions to any broker, dealer,
commercial bank, trust company or other person in connection with the
solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer.
The Company, upon request, will reimburse brokers, dealers, commercial
banks, and trust companies for reasonable and customary mailing and handling
expenses incurred by them in forwarding any of the enclosed
materials to their clients. The Company will pay all transfer taxes to exchange
and transfer the Outstanding Notes pursuant to the Exchange Offer, except as
otherwise provided in Instruction 13 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or
requests for additional copies of the enclosed materials, should be directed to
U.S. Bank, National Association, the Exchange Agent, at its address and
telephone number set forth on the front of the Letter of Transmittal.
Very truly yours,
HORIZON PCS, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF THE COMPANY, THE EXCHANGE AGENT, THE TRUSTEE, OR OF
ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM WITH RESPECT TO THE
EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
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HORIZON PCS, INC.
OFFER TO EXCHANGE
REGISTERED 11-3/8% SENIOR NOTES DUE 2012
FOR ANY AND ALL OUTSTANDING
11-3/8% SENIOR NOTES DUE 2012
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, __________,
2005, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION
DATE"). HOLDERS OF OUTSTANDING NOTES MUST TENDER THEIR OUTSTANDING NOTES ON OR
PRIOR TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE REGISTERED NOTES. TENDERS
OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION
DATE.
___________, 2005
To Our Clients:
Enclosed for your consideration is a Prospectus (the "Prospectus") and
a Letter of Transmittal (the "Letter of Transmittal") which together describe
the offer (the "Exchange Offer") by Horizon PCS, Inc., a Delaware corporation
(the "Company"), to exchange its Registered 11-3/8% Senior Notes due 2012 (the
"Registered Notes") for any and all of its outstanding 11-3/8% Senior Notes due
2012 (the "Outstanding Notes").
WE ARE THE HOLDER OF RECORD OF THE OUTSTANDING NOTES HELD BY US FOR
YOUR ACCOUNT. A TENDER OF SUCH OUTSTANDING NOTES CAN BE MADE ONLY BY US AS THE
HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
OUTSTANDING NOTES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender
Outstanding Notes on your behalf in respect of any or all of the Outstanding
Notes held by us for your account, upon the terms and subject to the conditions
of the Exchange Offer.
Your attention is directed to the following:
1. The Company will issue $1,000 principal amount at maturity of
Registered Notes for each $1,000 principal amount at maturity
of Outstanding Notes accepted in the Exchange Offer. You may
instruct us to tender some or all of your Outstanding Notes in
the Exchange Offer. Outstanding Notes may be tendered only in
minimum denominations of $1,000 principal amount and integral
multiples of $1,000 in excess thereof.
2. The Exchange Offer will expire at 5:00 p.m., New York City
time, __________, 2005, unless the Exchange Offer is extended.
Tendered Outstanding Notes may be withdrawn at any time on or
prior to the Expiration Date.
3. If you wish to tender any or all of your Outstanding Notes, we
must receive your instructions in ample time to permit us to
effect a valid tender on your behalf of Outstanding Notes on
or prior to the Expiration Date.
If you wish to have us tender any or all of your Outstanding Notes held
by us for your account upon the terms set forth in the Prospectus and Letter of
Transmittal, please so instruct us by completing, executing and returning to us
the Instruction Form contained in this letter. An envelope in which to return
your instructions to us is enclosed. If you authorize the tender of your
Outstanding Notes, all such Outstanding Notes will be tendered unless otherwise
specified on the Instruction Form. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US
IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR PRIOR TO THE
EXPIRATION DATE.
The Exchange Offer is not being made to (nor will tenders of
Outstanding Notes be accepted from or on
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behalf of) Holders of Notes in any jurisdiction in which the making or
acceptance of the Exchange Offer would not be in compliance with the laws of
such jurisdiction. However, the Company, in its sole discretion, may take such
action as it may deem necessary to make the Exchange Offer in any such
jurisdiction, and may extend the Exchange Offer to Holders of Outstanding Notes
in such jurisdiction.
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INSTRUCTION FORM WITH RESPECT TO THE
OFFER TO EXCHANGE
REGISTERED 11-3/8% SENIOR NOTES DUE 2012
FOR ANY AND ALL OUTSTANDING
11-3/8% SENIOR NOTES DUE 2012
OF
HORIZON PCS, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus (the "Prospectus") and Letter of Transmittal (the "Letter of
Transmittal") which together describe the offer (the "Exchange Offer") by
Horizon PCS, Inc., a Delaware corporation (the "Company"), to exchange its
Registered 11-3/8% Senior Notes due 2012 (the "Registered Notes") for any and
all of its outstanding 11-3/8% Senior Notes due 2012 (the "Outstanding Notes").
This will instruct you to tender to the Company the aggregate principal
amount of Outstanding Notes indicated below held by you for the account or
benefit of the undersigned (or, if no amount is indicated below, for all of the
aggregate principal amount of Outstanding Notes held by you for the account of
the undersigned) upon the terms and subject to the conditions of the Exchange
Offer.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF
THE UNDERSIGNED. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE DELIVERY.
Aggregate Principal Amount of Outstanding Notes to be Tendered:
----------------
SIGN HERE*
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Please type or print name(s)
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Date:
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Area Code and Telephone Number:
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Taxpayer Identification or Social Security Number:
* Unless otherwise indicated, it will be assumed that we should tender all of
the aggregate principal amount of Outstanding Notes held by us for your account.
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