AT&T, Inc. (NYSE:T) agreed to acquire Nextwave Wireless Inc. (OTCPK:WAVE) from Avenue Special Situations Fund IV, L.P., Avenue Capital Management II LP, Avenue Investments, L.P., Avenue AIV US, L.P. of Avenue Capital Group, Solus Alternative Asset Management L.P. of Sola Ltd and other shareholders for approximately $600 million on August 1, 2012. Under the terms of the agreement, AT&T will acquire all the equity of NextWave for $1 per share in cash, a contingent payment of up to approximately $25 million held in escrow to secure post-closing indemnification rights held by AT&T and through a separate agreement with NextWave's debtholders, all of the NextWave's outstanding debt will be acquired by AT&T or retired by NextWave, for a total of $600 million in cash. The amount of cash to be paid at closing in respect of the convertible notes will also be subject to reduction for closing date liabilities of NextWave. As a result of the transaction, NextWave Wireless will become a wholly owned subsidiary of AT&T. Upon termination of the merger agreement under specified circumstances, NextWave will pay AT&T a termination fee of $5 million.

The transaction is subject to all required regulatory approvals including review by the Federal Communications Commission, execution of escrow and note purchase agreement and other customary closing conditions. Additionally, NextWave's transfer of assets may be subject to Hart-Scott-Rodino review by the Federal Trade Commission and Department of Justice. NextWave's debt holders have agreed to the terms, and a majority of its shareholders have agreed to support the transaction. The transaction is unanimously approved by the Independent Committee of NextWave's Board of Directors and also approved by the Board of Directors of AT&T. The transaction is expected to close by the end of 2012.

On December 19, 2012, the Federal Communications Commission approved the transaction. The closing of the merger is expected to occur in the first quarter of 2013, subject to the satisfaction or waiver of all closing conditions.

Roberta Thomson of Brunswick Group LLP acted as PR advisor for the transaction. Eric Krautheimer and Andrew Dietderich of Sullivan & Cromwell LLP acted as legal advisor for AT&T, Inc. Stan Holtz, Mark Hootnick, Matt A'Hearn and Ryan Cech of Moelis & Co acted as financial advisor to an independent committee of NextWave board members. Moelis will receive a fee for its services of $4.75 million. Marita Makinen, Michael Reinhardt and Lowell Citron of Lowenstein Sandler PC acted as legal advisor to NextWave. Georgeson Inc acted as the proxy solicitor for Nextwave Wireless. Georgeson Inc. will be paid a fee of $0.01 million. Peter J. Schildkraut, Richard L. Rosen and P. Scott Feira of Arnold & Porter LLP acted as the legal advisors to AT&T, Inc.

AT&T, Inc. (NYSE:T) completed the acquisition of Nextwave Wireless Inc. (OTCPK:WAVE) from Avenue Special Situations Fund IV, L.P., Avenue Capital Management II LP, Avenue Investments, L.P., Avenue AIV US, L.P. of Avenue Capital Group, Solus Alternative Asset Management L.P. of Sola Ltd and other shareholders on January 24, 2013.