EXHIBIT 99.2
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August 29, 2005
Board of Directors
IWO Holdings, Inc.
00 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Members of the Board of Directors:
IWO Holdings, Inc. (the "Company"), and Sprint-Nextel Corporation (the
"Acquiror"), propose to enter into an agreement and plan of merger (the "Merger
Agreement") pursuant to which a wholly owned subsidiary of Acquiror will be
merged with and into the Company (the "Merger"), with the result that the
Company will become a wholly owned subsidiary of the Acquiror. In addition, the
Acquiror and certain major shareholders of the Company (the "Stockholders")
propose to enter into an agreement under which the Stockholders will agree to
vote their shares in favor of the Merger and other terms and conditions outlined
therein (the "Stockholders Agreement", together with the Merger Agreement, the
"Agreements"). The date and time at which the Merger becomes effective is
referred to herein as the "Effective Time". Pursuant to the Merger, each share
of common stock, par value $0.01 per share, of the Company (the "Common Stock")
issued and outstanding immediately prior to the Effective Time (other than
shares of Common Stock (i) owned by the Acquiror or any direct or indirect
subsidiary of the Acquiror or (ii) owned by the Company or any direct or
indirect subsidiary of the Company) will be converted into the right to receive
$42.50 in cash (the "Merger Consideration").
You have asked us whether, in our opinion, the Merger Consideration to
be received by the holders of shares of Common Stock in the Merger is fair from
a financial point of view to the holders of shares of Common Stock other than
the Acquiror and its affiliates.
In arriving at the opinion set forth below, we have, among other
things:
(1) Reviewed certain publicly available business and financial
information relating to the Company that we deemed to be
relevant;
(2) Reviewed certain information, including financial forecasts,
relating to the business, earnings, cash flow, assets,
liabilities and prospects of the Company furnished to us by
the Company;
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(3) Conducted discussions with members of senior management of the
Company concerning the matters described in clauses 1 and 2
above;
(4) Reviewed the Company's affiliation agreements with Sprint
Corporation;
(5) Reviewed the market prices and valuation multiples for shares
of Common Stock and compared them with those of certain
publicly traded companies that we deemed to be relevant;
(6) Reviewed the results of operations of the Company and compared
them with those of certain publicly traded companies that we
deemed to be relevant;
(7) Compared the proposed financial terms of the Merger with the
financial terms of certain other transactions that we deemed
to be relevant;
(8) Participated in certain discussions and negotiations among
representatives of the Company, certain major shareholders of
the Company and the Acquiror and their financial and legal
advisors;
(9) Reviewed drafts dated August 27, 2005 of the Agreements
(including any exhibits and schedules thereto); and
(10) Reviewed such other financial studies and analyses and took
into account such other matters as we deemed necessary,
including our assessment of general economic, market and
monetary conditions.
In preparing our opinion, we have assumed and relied on the accuracy
and completeness of all information supplied or otherwise made available to us,
discussed with or reviewed by or for us, or publicly available, and we have not
assumed any responsibility for independently verifying such information or
undertaken an independent evaluation or appraisal of any of the assets or
liabilities of the Company or been furnished with any such evaluation or
appraisal, nor have we evaluated the solvency or fair value of the Company under
any state or federal laws relating to bankruptcy, insolvency or similar matters.
In addition, we have not assumed any obligation to conduct any physical
inspection of the properties or facilities of the Company. With respect to the
financial forecast information furnished to or discussed with us by the Company,
we have assumed that they have been reasonably prepared and reflect the best
currently available estimates and judgment of the Company's management as to the
expected future financial performance of the Company. We have also assumed that
the final form of the Agreements will be substantially similar to the last
drafts reviewed by us.
Our opinion is necessarily based upon market, economic and other
conditions as they exist and can be evaluated on, and on the information made
available to us as of, the date hereof. We have assumed that the transactions
described in the Agreements will be consummated on the terms set forth therein,
without material waiver or modification (regulatory or otherwise).
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We are acting as financial advisor to the Company in connection with
the Merger and will receive a fee from the Company for our services, a
significant portion of which is contingent upon the consummation of the Merger
or a similar transaction involving the Company. In addition, the Company has
agreed to indemnify us for certain liabilities arising out of our engagement. We
have also, in the past, provided financing services to the Company and its
affiliates and the Acquiror and its affiliates and may continue to do so and
have received, and may receive, fees for the rendering of such services. In
addition, in the ordinary course of our business, we may actively trade shares
of the Common Stock and other securities of the Company for our own account and
for the accounts of customers and, accordingly, may at any time hold a long or
short position in such securities.
This opinion is for the use and benefit of the Board of Directors of
the Company. Our opinion does not address the merits of the underlying decision
by the Company to engage in the Merger. In addition, you have not asked us to
address, and this opinion does not address the fairness to, or any other
consideration of, the holders of any class of securities, creditors or other
constituencies of the Company, other than the holders of shares of Common Stock.
We are not expressing any opinion herein as to the prices at which
shares of Common Stock will trade following the announcement of the Merger.
On the basis of and subject to the foregoing, we are of the opinion
that, as of the date hereof, the Merger Consideration to be received by the
holders of shares of Common Stock pursuant to the Merger is fair, from a
financial point of view, to the holders of shares of Common Stock, other than
the Acquiror and its affiliates.
Very truly yours,
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
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