SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-1(a)
(Amendment No. 12)*
CLEARWIRE CORPORATION |
(Name of Issuer)
Class A Common Stock |
(Title of Class of Securities)
18538Q 105 |
(CUSIP Number)
Michael J. Egan King & Spalding LLP 1180 Peachtree Street, N.E. Atlanta, Georgia 30309 (404) 572-4600 |
(Name, address and telephone number of Person
Authorized to Receive Notices and Communications)
David L. Caplan Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 |
Robert B. Schumer Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 |
Arthur J. Steinhauer, Esq. Sabin, Bermant & Gould LLP Four Times Square New York, New York 10036 | ||
Steven C. Davis Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, Washington 98101 |
August 29, 2012
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
CUSIP No. 18538Q 105 | 13D | Page 1 of 18 |
(1) |
Name of reporting person:
Sprint Nextel Corporation | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds:
Not Applicable | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization:
Kansas | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole Voting Power:
0 | ||||
(8) | Shared Voting Power:
705,359,348* | |||||
(9) | Sole dispositive power:
0 | |||||
(10) | Shared dispositive power:
705,359,348* | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
705,359,348* | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares x**
| |||||
(13) |
Percent of class represented by amount in Row (11):
54.3%* | |||||
(14) |
Type of reporting person:
HC |
* | See discussion in Items 4 through 6 of the Statement on Schedule 13D filed on December 5, 2008, as amended (the Schedule 13D). As more fully described in the responses to Items 4 through 6 of the Schedule 13D, the Reporting Persons and certain other beneficial owners of Class A Common Stock named herein may be deemed to be members of a group under Section 13(d) of the Act by virtue of the Equityholders Agreement described in the Schedule 13D. Neither the filing of this Amendment No. 12 to Statement on Schedule 13D (this Amendment) nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
** | See the footnotes to the table in Item 5(a)-(b) of this Amendment. |
CUSIP No. 18538Q 105 | 13D | Page 2 of 18 |
(1) |
Name of reporting person:
Sprint HoldCo, LLC | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds:
WC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole Voting Power:
0 | ||||
(8) | Shared Voting Power:
705,359,348* | |||||
(9) | Sole dispositive power:
0 | |||||
(10) | Shared dispositive power:
705,359,348* | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
705,359,348* | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares x**
| |||||
(13) |
Percent of class represented by amount in Row (11):
54.3* | |||||
(14) |
Type of reporting person:
OO |
* | See discussion in Items 4 through 6 of the Schedule 13D. As more fully described in the responses to Items 4 through 6 of the Schedule 13D, the Reporting Persons and certain other beneficial owners of Class A Common Stock named herein may be deemed to be members of a group under Section 13(d) of the Act by virtue of the Equityholders Agreement described in the Schedule 13D. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
** | See the footnotes to the table in Item 5(a)-(b) of this Amendment. |
CUSIP No. 18538Q 105 | 13D | Page 3 of 18 |
(1) |
Name of reporting person:
Comcast Corporation | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds:
WC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization:
Pennsylvania | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole Voting Power:
0 | ||||
(8) | Shared Voting Power:
88,504,132* | |||||
(9) | Sole dispositive power:
0 | |||||
(10) | Shared dispositive power:
88,504,132* | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
88,504,132* | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares x**
| |||||
(13) |
Percent of class represented by amount in Row (11):
13.0%* | |||||
(14) |
Type of reporting person:
CO |
* | See discussion in Items 4 through 6 of the Schedule 13D. As more fully described in the responses to Items 4 through 6 of the Schedule 13D, the Reporting Persons and certain other beneficial owners of Class A Common Stock named herein may be deemed to be members of a group under Section 13(d) of the Act by virtue of the Equityholders Agreement described in the Schedule 13D. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
** | See the footnotes to the table in Item 5(a)-(b) of this Amendment. |
CUSIP No. 18538Q 105 | 13D | Page 4 of 18 |
(1) |
Name of reporting person:
Comcast Wireless Investment, LLC | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds:
AF | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole Voting Power:
0 | ||||
(8) | Shared Voting Power:
88,504,132* | |||||
(9) | Sole dispositive power:
0 | |||||
(10) | Shared dispositive power:
88,504,132* | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
88,504,132* | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares x**
| |||||
(13) |
Percent of class represented by amount in Row (11):
13.0%* | |||||
(14) |
Type of reporting person:
OO |
* | See discussion in Items 4 through 6 of the Schedule 13D. As more fully described in the responses to Items 4 through 6 of the Schedule 13D, the Reporting Persons and certain other beneficial owners of Class A Common Stock named herein may be deemed to be members of a group under Section 13(d) of the Act by virtue of the Equityholders Agreement described in the Schedule 13D. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
** | See the footnotes to the table in Item 5(a)-(b) of this Amendment. |
CUSIP No. 18538Q 105 | 13D | Page 5 of 18 |
(1) |
Name of reporting person:
Time Warner Cable Inc. | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds:
WC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole Voting Power:
0 | ||||
(8) | Shared Voting Power:
46,404,782* | |||||
(9) | Sole dispositive power:
0 | |||||
(10) | Shared dispositive power:
46,404,782* | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
46,404,782* | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares x**
| |||||
(13) |
Percent of class represented by amount in Row (11):
7.8%* | |||||
(14) |
Type of reporting person:
CO |
* | See discussion in Items 4 through 6 of the Schedule 13D. As more fully described in the responses to Items 4 through 6 of the Schedule 13D, the Reporting Persons and certain other beneficial owners of Class A Common Stock named herein may be deemed to be members of a group under Section 13(d) of the Act by virtue of the Equityholders Agreement described in the Schedule 13D. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
** | See the footnotes to the table in Item 5(a)-(b) of this Amendment. |
CUSIP No. 18538Q 105 | 13D | Page 6 of 18 |
(1) |
Name of reporting person:
Time Warner Cable LLC | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds:
WC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole Voting Power:
0 | ||||
(8) | Shared Voting Power:
46,404,782* | |||||
(9) | Sole dispositive power:
0 | |||||
(10) | Shared dispositive power:
46,404,782* | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
46,404,782* | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares x**
| |||||
(13) |
Percent of class represented by amount in Row (11):
7.8%* | |||||
(14) |
Type of reporting person:
OO |
* | See discussion in Items 4 through 6 of the Schedule 13D. As more fully described in the responses to Items 4 through 6 of the Schedule 13D, the Reporting Persons and certain other beneficial owners of Class A Common Stock named herein may be deemed to be members of a group under Section 13(d) of the Act by virtue of the Equityholders Agreement described in the Schedule 13D. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
** | See the footnotes to the table in Item 5(a)-(b) of this Amendment. |
CUSIP No. 18538Q 105 | 13D | Page 7 of 18 |
(1) |
Name of reporting person:
TWC Wireless Holdings I LLC | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds:
WC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole Voting Power:
0 | ||||
(8) | Shared Voting Power:
15,468,261* | |||||
(9) | Sole dispositive power:
0 | |||||
(10) | Shared dispositive power:
15,468,261* | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
15,468,261* | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares x**
| |||||
(13) |
Percent of class represented by amount in Row (11):
2.6%* | |||||
(14) |
Type of reporting person:
OO |
* | See discussion in Items 4 through 6 of the Schedule 13D. As more fully described in the responses to Items 4 through 6 of the Schedule 13D, the Reporting Persons and certain other beneficial owners of Class A Common Stock named herein may be deemed to be members of a group under Section 13(d) of the Act by virtue of the Equityholders Agreement described in the Schedule 13D. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
** | See the footnotes to the table in Item 5(a)-(b) of this Amendment. |
CUSIP No. 18538Q 105 | 13D | Page 8 of 18 |
(1) |
Name of reporting person:
TWC Wireless Holdings II LLC | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds:
WC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole Voting Power:
0 | ||||
(8) | Shared Voting Power:
15,468,261* | |||||
(9) | Sole dispositive power:
0 | |||||
(10) | Shared dispositive power:
15,468,261* | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
15,468,261* | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares x**
| |||||
(13) |
Percent of class represented by amount in Row (11):
2.6%* | |||||
(14) |
Type of reporting person:
OO |
* | See discussion in Items 4 through 6 of the Schedule 13D. As more fully described in the responses to Items 4 through 6 of the Schedule 13D, the Reporting Persons and certain other beneficial owners of Class A Common Stock named herein may be deemed to be members of a group under Section 13(d) of the Act by virtue of the Equityholders Agreement described in the Schedule 13D. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
** | See the footnotes to the table in Item 5(a)-(b) of this Amendment. |
CUSIP No. 18538Q 105 | 13D | Page 9 of 18 |
(1) |
Name of reporting person:
TWC Wireless Holdings III LLC | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds:
WC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole Voting Power:
0 | ||||
(8) | Shared Voting Power:
15,468,260* | |||||
(9) | Sole dispositive power:
0 | |||||
(10) | Shared dispositive power:
15,468,260* | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
15,468,260* | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares x**
| |||||
(13) |
Percent of class represented by amount in Row (11):
2.6%* | |||||
(14) |
Type of reporting person:
OO |
* | See discussion in Items 4 through 6 of the Schedule 13D. As more fully described in the responses to Items 4 through 6 of the Schedule 13D, the Reporting Persons and certain other beneficial owners of Class A Common Stock named herein may be deemed to be members of a group under Section 13(d) of the Act by virtue of the Equityholders Agreement described in the Schedule 13D. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
** | See the footnotes to the table in Item 5(a)-(b) of this Amendment. |
CUSIP No. 18538Q 105 | 13D | Page 10 of 18 |
(1) |
Name of reporting person:
Bright House Networks, LLC | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds:
WC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole Voting Power:
0 | ||||
(8) | Shared Voting Power:
8,474,440* | |||||
(9) | Sole dispositive power:
0 | |||||
(10) | Shared dispositive power:
8,474,440* | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
8,474,440* | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares x**
| |||||
(13) |
Percent of class represented by amount in Row (11):
1.4%* | |||||
(14) |
Type of reporting person:
OO |
* | See discussion in Items 4 through 6 of the Schedule 13D. As more fully described in the responses to Items 4 through 6 of the Schedule 13D, the Reporting Persons and certain other beneficial owners of Class A Common Stock named herein may be deemed to be members of a group under Section 13(d) of the Act by virtue of the Equityholders Agreement described in the Schedule 13D. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
** | See the footnotes to the table in Item 5(a)-(b) of this Amendment. |
CUSIP No. 18538Q 105 | 13D | Page 11 of 18 |
(1) |
Name of reporting person:
BHN Spectrum Investments, LLC | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds:
WC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole Voting Power:
0 | ||||
(8) | Shared Voting Power:
8,474,440* | |||||
(9) | Sole dispositive power:
0 | |||||
(10) | Shared dispositive power:
8,474,440* | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
8,474,440* | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares x**
| |||||
(13) |
Percent of class represented by amount in Row (11):
1.4%* | |||||
(14) |
Type of reporting person:
OO |
* | See discussion in Items 4 through 6 of the Schedule 13D. As more fully described in the responses to Items 4 through 6 of the Schedule 13D, the Reporting Persons and certain other beneficial owners of Class A Common Stock named herein may be deemed to be members of a group under Section 13(d) of the Act by virtue of the Equityholders Agreement described in the Schedule 13D. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
** | See the footnotes to the table in Item 5(a)-(b) of this Amendment. |
CUSIP No. 18538Q 105 | 13D | Page 12 of 18 |
(1) |
Name of reporting person:
Newhouse Broadcasting Corporation | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds:
WC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization:
New York | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole Voting Power:
0 | ||||
(8) | Shared Voting Power:
8,474,440* | |||||
(9) | Sole dispositive power:
0 | |||||
(10) | Shared dispositive power:
8,474,440* | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
8,474,440* | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares x**
| |||||
(13) |
Percent of class represented by amount in Row (11):
1.4%* | |||||
(14) |
Type of reporting person:
OO |
* | See discussion in Items 4 through 6 of the Schedule 13D. As more fully described in the responses to Items 4 through 6 of the Schedule 13D, the Reporting Persons and certain other beneficial owners of Class A Common Stock named herein may be deemed to be members of a group under Section 13(d) of the Act by virtue of the Equityholders Agreement described in the Schedule 13D. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
** | See the footnotes to the table in Item 5(a)-(b) of this Amendment. |
CUSIP No. 18538Q 105 | 13D | Page 13 of 18 |
(1) |
Name of reporting person:
Eagle River Holdings, LLC | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds:
WC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization:
Washington | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole Voting Power:
34,026,470 | ||||
(8) | Shared Voting Power:
* | |||||
(9) | Sole dispositive power:
34,026,470 | |||||
(10) | Shared dispositive power:
* | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
34,026,470* | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares x**
| |||||
(13) |
Percent of class represented by amount in Row (11):
5.7%* | |||||
(14) |
Type of reporting person:
OO |
* | See discussion in Items 4 through 6 of the Schedule 13D. As more fully described in the responses to Items 4 through 6 of the Schedule 13D, the Reporting Persons and certain other beneficial owners of Class A Common Stock named herein may be deemed to be members of a group under Section 13(d) of the Act by virtue of the Equityholders Agreement described in the Schedule 13D. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
** | See the footnotes to the table in Item 5(a)-(b) of this Amendment. |
CUSIP No. 18538Q 105 | 13D | Page 14 of 18 |
(1) |
Name of reporting person:
Craig O. McCaw | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds:
OO | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization:
United States | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole Voting Power:
34,042,970 | ||||
(8) | Shared Voting Power:
* | |||||
(9) | Sole dispositive power:
34,042,970 | |||||
(10) | Shared dispositive power:
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
34,042,970 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares x**
| |||||
(13) |
Percent of class represented by amount in Row (11):
5.7%* | |||||
(14) |
Type of reporting person:
IN |
* | See discussion in Items 4 through 6 of the Schedule 13D. As more fully described in the responses to Items 4 through 6 of the Schedule 13D, the Reporting Persons and certain other beneficial owners of Class A Common Stock named herein may be deemed to be members of a group under Section 13(d) of the Act by virtue of the Equityholders Agreement described in the Schedule 13D. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as expressly set forth herein, it has or shares beneficial ownership of any shares of Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
** | See the footnotes to the table in Item 5(a)-(b) of this Amendment. |
CUSIP No. 18538Q 105 | 13D | Page 15 of 18 |
This Amendment No. 12 (this Amendment) amends and supplements the Statement on Schedule 13D which was jointly filed on December 5, 2008, as amended by Amendment No. 1 to the Statement on Schedule 13D which was jointly filed on February 27, 2009, as amended by Amendment No. 2 to the Statement on Schedule 13D which was jointly filed on November 12, 2009, as amended by Amendment No. 3 to the Statement on Schedule 13D which was jointly filed on December 22, 2009, as amended by Amendment No. 4 to the Statement on Schedule 13D which was jointly filed on December 7, 2010, as amended by Amendment No. 5 to the Statement on Schedule 13D which was jointly filed on December 14, 2010, as amended by Amendment No. 6 to the Statement on Schedule 13D which was jointly filed on May 13, 2011, as amended by Amendment No. 7 to the Statement on Schedule 13D which was jointly filed on June 8, 2011, as amended by Amendment No. 8 to the Statement on Schedule 13D which was jointly filed on December 16, 2011, as amended by Amendment No. 9 to the Statement on Schedule 13D which was jointly filed on February 24, 2012, as amended by Amendment No. 10 to the Statement on Schedule 13D which was jointly filed on March 14, 2012 and as amended by Amendment No. 11 to the Statement on Schedule 13D which was jointly filed on June 15, 2012 (Amendment No. 11 and collectively, the Schedule 13D) on behalf of Sprint Nextel Corporation, a Kansas corporation (Sprint), Sprint HoldCo, LLC, a Delaware limited liability company (Sprint HoldCo and together with Sprint, the Sprint Entities), Comcast Corporation, a Pennsylvania corporation (Comcast), Comcast Wireless Investment I, Inc., a Delaware corporation (Comcast I), Comcast Wireless Investment II, Inc., a Delaware corporation (Comcast II), Comcast Wireless Investment III, Inc., a Delaware corporation (Comcast III), Comcast Wireless Investment IV, Inc., a Delaware corporation (Comcast IV), Comcast Wireless Investment V, Inc., a Delaware corporation (Comcast V and, collectively with Comcast I, Comcast II, Comcast III and Comcast IV, the Specified Predecessor Comcast Entities), Comcast Wireless Investment VI, Inc., a Delaware corporation (Comcast VI), Time Warner Cable Inc., a Delaware corporation (TWC), Time Warner Cable LLC, a Delaware limited liability company (TWC LLC), TWC Wireless Holdings I LLC, a Delaware limited liability company (TWC I), TWC Wireless Holdings II LLC, a Delaware limited liability company (TWC II), TWC Wireless Holdings III LLC, a Delaware limited liability company (TWC III and, collectively with TWC, TWC LLC, TWC I and TWC II, the TWC Entities), Bright House Networks, LLC, a Delaware limited liability company (BHN), BHN Spectrum Investments, LLC, a Delaware limited liability company (BHN Spectrum), Newhouse Broadcasting Corporation, a New York corporation (NBCo, and collectively with BHN and BHN Spectrum, the BHN Entities), Eagle River Holdings, LLC, a Washington limited liability company (ERH) and Craig O. McCaw, an individual (Mr. McCaw and, together with ERH, the ERH Entities), with respect to the Class A common stock, par value $0.0001 per share (the Class A Common Stock), of Clearwire Corporation, a Delaware corporation (Clearwire or the Issuer). On August 1, 2012, Comcast completed an internal corporate reorganization whereby the Specified Predecessor Comcast Entities, each a wholly owned subsidiary of Comcast, merged with and into Comcast VI, with Comcast VI continuing as the surviving entity. Immediately following the completion of such mergers, Comcast VI was converted into a Delaware limited liability company with the name Comcast Wireless Investment, LLC (Comcast LLC and, collectively with Comcast, the Comcast Entities). We refer to the Sprint Entities, the Comcast Entities, the TWC Entities, the BHN Entities and the ERH Entities collectively as the Reporting Persons and to each as a Reporting Person. All capitalized terms used in this Amendment and not defined herein have the meanings ascribed to such terms in the Schedule 13D.
Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is amended and supplemented as follows:
(i) | Comcast I, Comcast II, Comcast III, Comcast IV, Comcast V and Comcast VI are each deleted from the definition of the Comcast Entities, and Comcast LLC, together with Comcast, shall hereinafter be referred to as the Comcast Entities for purposes of this Schedule 13D. |
(ii) | Appendix B-2 of the Schedule 13D is deleted in its entirety and replaced with the Appendix B-2 attached to this Amendment, and Appendices B-3 through B-7 of the Schedule 13D are deleted in their entirety. |
(iii) | The subheadings Comcast I, Comcast II, Comcast III, Comcast IV, Comcast V and Comcast VI under Item 2 are deleted (including the text below each subheading), and the following information for Comcast LLC is added in replacement thereof: |
CUSIP No. 18538Q 105 | 13D | Page 16 of 18 |
Comcast LLC
(a) Name of Person Filing | Comcast LLC | |
(b) Address of Principal Business Office | One Comcast Center, Philadelphia, PA 19103-2838 | |
(c) Principal Business | Wholly owned subsidiary of Comcast formed for purposes of holding Comcasts indirect interest in the Issuer. | |
(d) (e) Criminal and Civil Proceedings | During the last five years, neither Comcast LLC nor, to Comcast LLCs knowledge, any of the individuals referred to in Appendix B-2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws. | |
(f) Place of Organization | Delaware |
Item 3. Source and Amount of Funds or Other Consideration.
No material change.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended and supplemented by adding the following information:
Each of the TWC Entities periodically rebalances its investments based on its goals and its evaluation of market conditions. TWC I, TWC II and TWC III plan to sell the 15,468,261, 15,468,261 and 15,468,260, respectively, shares of Class A Common Stock of Clearwire that it beneficially owns (a) to the other Reporting Persons and/or the Intel Entities, Intel Capital, Intel Cayman, and Middlefield pursuant to Section 5(a) of the Strategic Investor Agreement or Section 3.3 of the Equityholders Agreement, as applicable, or (b) if the Reporting Persons or the Intel Entities, Intel Capital, Intel Cayman, and Middlefield do not elect to purchase all of such shares within the specified time period, in one or more public offerings or public open market transactions. Each of TWC I, TWC II and TWC III has provided to Clearwire and Clearwire Communications LLC (Clearwire Communications) an irrevocable written notice (the Exchange Notice) of its request to exchange all of the shares of Class B Common Stock of Clearwire together with all of the Class B Common Units of Clearwire Communications held by each of TWC I, TWC II and TWC III into an equal number of shares of Class A Common Stock of Clearwire (the Exchange). The Exchange Notice was delivered on September 4, 2012 and the Exchange was completed on September 13, 2012. To the extent that such sales are conducted by means of one or more public offerings or public open market transactions, such sales will be made beginning on or about September 17, 2012, in such amounts and over such time period as determined by the TWC Entities, and in compliance with all applicable securities laws.
The Reporting Persons intend to review their holdings in the Issuer on a continuing basis and, depending upon the price of the Issuers securities, subsequent developments affecting the Issuer, the business prospects of the Issuer, general stock market and economic conditions, tax considerations and other factors deemed relevant, may consider alternatives with respect to their holdings in the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5(a), (b) and (c) of the Schedule 13D are hereby replaced in their entirety with the following:
(a)-(b) As of September 14, 2012, each Reporting Person may be deemed to have beneficial ownership (within the meaning of Rule 13d-3 under the Act) and shared power to vote or direct the vote of up to the amounts listed in the table below and may be deemed to constitute a group under Section 13(d) of the Act.
CUSIP No. 18538Q 105 | 13D | Page 17 of 18 |
Reporting Person (1) |
Class A Common Stock |
% of Class A (2) |
Class B Common Stock |
% of Class B (2) |
% Voting | |||||||||||||||
Sprint Entities (3) |
705,359,348 | 54.3 | % | 705,359,348 | 81.0 | % | 48.2 | % | ||||||||||||
Comcast (4) |
88,504,132 | 13.0 | % | 88,504,132 | 10.2 | % | 6.0 | % | ||||||||||||
Comcast LLC (5) |
88,504,132 | 13.0 | % | 88,504,132 | 10.2 | % | 6.0 | % | ||||||||||||
ERH(6) |
34,026,470 | 5.7 | % | 2,728,512 | * | 2.3 | % | |||||||||||||
TWC (7)(9) |
46,404,782 | 7.8 | % | | | % | 3.2 | % | ||||||||||||
TWC LLC (7) (9) |
46,404,782 | 7.8 | % | | | % | 3.2 | % | ||||||||||||
TWC I (8) (9) |
15,468,261 | 2.6 | % | | | % | 1.1 | % | ||||||||||||
TWC II (8) (9) |
15,468,261 | 2.6 | % | | | % | 1.1 | % | ||||||||||||
TWC III (8) (9) |
15,468,260 | 2.6 | % | | | % | 1.1 | % | ||||||||||||
Craig O. McCaw (10) |
34,042,970 | 5.7 | % | 2,728,512 | * | 2.3 | % | |||||||||||||
BHN Entities (11) |
8,474,440 | 1.4 | % | 8,474,440 | * | * |
* | Less than 1% |
(1) | By virtue of the Equityholders Agreement, each of the Reporting Persons, together with the Intel Entities, Intel Capital, Intel Cayman, and Middlefield, may be deemed to be a member of a group under Section 13(d) of the Act, which may be deemed to beneficially own, have shared power to vote or direct the vote over and have shared dispositive power over 705,359,348 shares of Class A Common Stock beneficially owned by the Sprint Entities, 94,076,878 shares of Class A Common Stock beneficially owned by Intel (which includes 25,098,733 shares of Class A Common Stock held by Intel Capital, 3,333,333 shares of Class A Common Stock held by Intel Cayman, and 65,644,812 shares of Class B Common Stock held by the Intel Entities), 88,504,132 shares of Class A Common Stock beneficially owned by the Comcast Entities, 34,026,470 shares of Class A Common Stock beneficially owned by ERH (which includes 375,000 shares of Class A Common Stock issuable on exercise of warrants issued to ERH), 46,404,782 shares of Class A Common Stock beneficially owned by the TWC Entities and 8,474,440 shares of Class A Common Stock beneficially owned by the BHN Entities. As described in Item 6 of the Schedule 13D, the Equityholders Agreement includes a voting agreement under which such Equityholders and their respective affiliates share the ability to elect a majority of the Issuers directors. The persons listed in the table disclaim beneficial ownership of the shares of capital stock beneficially owned by such other Equityholders (other than the shares of capital stock beneficially owned by their affiliates). |
(2) | Shares of Class A Common Stock beneficially owned and the respective percentages of beneficial ownership of Class A Common Stock assumes the conversion of all shares of Class B Common Stock beneficially owned by such person or entity into Class A Common Stock, and the exercise of all options, warrants and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of September 14, 2012. Shares issuable pursuant to the conversion of Class B Common Stock or the exercise of stock options and warrants exercisable within 60 days are deemed outstanding and held by the holder of such shares of Class B Common Stock, options or warrants for computing the percentage of outstanding common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person. The respective percentages of beneficial ownership of Class A Common Stock and Class B Common Stock are based on 593,493,783 shares of Class A Common Stock and 870,711,244 shares of Class B Common Stock outstanding after giving effect to the Exchange (based on 547,089,001 shares of Class A Common Stock and 917,116,026 shares of Class B Common Stock reported by the Issuer as outstanding as of September 1, 2012). |
(3) | Consists of 705,359,348 shares of Class B Common Stock beneficially owned by Sprint HoldCo. |
(4) | Consists of 88,504,132 shares of Class B Common Stock beneficially owned by Comcast LLC. By virtue of the fact that Comcast LLC is a wholly-owned subsidiary of Comcast, Comcast may be deemed to have shared voting and dispositive power with respect to the shares of Class B Common Stock owned by Comcast LLC. |
(5) | Consists of 88,504,132 shares of Class B Common Stock beneficially owned by Comcast LLC. |
(6) | Consists of 30,922,958 shares of Class A Common Stock beneficially owned by ERH, 375,000 shares of Class A Common Stock issuable on exercise of warrants, and 2,728,512 shares of Class B Common beneficially owned by ERH. ERH is controlled by Mr. McCaw. The manager of ERH is Eagle River Inc., an entity controlled by and wholly-owned by Mr. McCaw. |
(7) | Consists of 46,404,782 shares of Class A Common Stock beneficially owned by the TWC Entities. By virtue of the fact that each of TWC I, TWC II and TWC III is a wholly-owned subsidiary of TWC and TWC LLC, TWC and TWC LLC may be deemed to have shared voting and dispositive power with respect to the shares of Class A Common Stock owned by each of TWC I, TWC II and TWC III. Each of TWC I, TWC II and TWC III provided an irrevocable Exchange Notice of its request to exchange all shares of Class B Common Stock held, together with all Class B Common Units of Clearwire Communications held, into an equal number of shares of Class A Common Stock of Clearwire. The Exchange Notice was delivered on September 4, 2012 and the Exchange was completed on September 13, 2012. |
CUSIP No. 18538Q 105 | 13D | Page 18 of 18 |
(8) | Consists of 15,468,261, 15,468,261, and 15,468,260 shares of Class A Common Stock beneficially owned by TWC I, TWC II, and TWC III, respectively. Each of TWC I, TWC II and TWC III has provided an irrevocable Exchange Notice of its request to exchange all shares of Class B Common Stock held, together with all Class B Common Units of Clearwire Communications held, into an equal number of shares of Class A Common Stock of Clearwire. The Exchange Notice was delivered on September 4, 2012 and the Exchange was completed on September 13, 2012. |
(9) | Shares of Class B Common Stock beneficially owned and the respective percentages of beneficial ownership of Class B Common Stock reflects the completion of the Exchange as set out in the Exchange Notice. |
(10) | Consists of 16,500 shares of Class A Common Stock beneficially owned by Mr. McCaw, 30,922,958 shares of Class A Common Stock beneficially owned by ERH, 375,000 shares of Class A Common Stock issuable on exercise of warrants issued to ERH, and 2,728,512 shares of Class B Common. |
(11) | Consists of 8,474,440 shares of Class B Common Stock beneficially owned by the BHN Entities. |
Except as set forth or incorporated herein or in the Appendices to the Schedule 13D, none of (i) the Reporting Persons, (ii) to the Sprint Entities knowledge, the persons set forth on Appendix A-1 and A-2 of the Schedule 13D, (iii) to the Comcast Entities knowledge, the persons set forth on Appendices B-1 and B-2 of the Schedule 13D, (iv) to the TWC Entities knowledge, the persons set forth on Appendices C-1 through C-5 of the Schedule 13D and (v) to the BHN Entities knowledge, the persons set forth on Appendices D-1 through D-3 of the Schedule 13D, beneficially owns any shares of Class A Common Stock as of September 14, 2012.
In addition to the beneficial ownership of the Reporting Persons described herein, the Intel Entities, Intel Capital, Intel Cayman and Middlefield may be deemed to be members of a group under Section 13(d) of the Act with the Reporting Persons by virtue of the Equityholders Agreement and have reported their beneficial ownership of securities of the Issuer separately, including the disclosure contained in Amendment No. 13 to Statement on Schedule 13D filed on June 19, 2012 (the Intel 13D/A). The Intel 13D/A reports beneficial ownership of 94,076,878 shares of Class A Common Stock (which consists of 25,098,733 shares of Class A Common Stock held by Intel Capital, 3,333,333 shares of Class A Common Stock held by Intel Cayman and 65,644,812 shares of Class B Common Stock held by the Intel Entities). This beneficial ownership represents 14.3% of the Class A Common Stock after giving effect to the Exchange.
(c) Except as set forth or incorporated herein or in the Appendices to the Schedule 13D, none of (i) the Reporting Persons, (ii) to the Sprint Entities knowledge, the persons set forth on Appendices A-1 and A-2 of the Schedule 13D, (iii) to the Comcast Entities knowledge, the persons set forth on Appendices B-1 and B-2 of the Schedule 13D, (iv) to the TWC Entities knowledge, the persons set forth on Appendices C-1 through C-5 of the Schedule 13D and (v) to the BHN Entities knowledge, the persons set forth on Appendices D-1 through D-3 of the Schedule 13D, has effected any transaction in Class A Common Stock during the 60 days prior to September 14, 2012.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
No material change.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
99.24 | Letter to Comcast Corporation and Bright House Networks, LLC from TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC and TWC Wireless Holdings III LLC dated August 29 , 2012, pursuant to Section 5(a) of the Strategic Investor Agreement | |
99.25 | Request Notice to Clearwire from TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC and TWC Wireless Holdings III LLC dated August 29 , 2012, pursuant to Section 3(c)(ii) and (d) of the Registration Rights Agreement | |
99.26 | Exchange Notice to Clearwire Communications LLC and Clearwire Corporation dated September 4, 2012, pursuant to Section 7.9(c) of the Operating Agreement | |
99.27 | Letter to Sprint Nextel Corporation, Eagle River Holdings, LLC, Comcast Corporation, Bright House Networks, LLC and Intel Corporation from TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC and TWC Wireless Holdings III LLC dated September 7, 2012, pursuant to Section 3.3 of the Equityholders Agreement |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: September 14, 2012
Sprint Nextel Corporation | ||
By | /s/ Timothy P. OGrady | |
Name: Timothy P. OGrady | ||
Title: Vice President | ||
Sprint HoldCo, LLC | ||
By | /s/ Timothy P. OGrady | |
Name: Timothy P. OGrady | ||
Title: Vice President |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: September 14, 2012
Comcast Corporation | ||
By | /s/ Arthur R. Block | |
Name: Arthur R. Block | ||
Title: Senior Vice President | ||
Comcast Wireless Investment, LLC | ||
By | /s/ Arthur R. Block | |
Name: Arthur R. Block | ||
Title: Senior Vice President |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: September 14, 2012
Time Warner Cable Inc. | ||
By | /s/ Satish Adige | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments | ||
Time Warner Cable LLC | ||
By | /s/ Satish Adige | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments | ||
TWC Wireless Holdings I LLC | ||
By | /s/ Satish Adige | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments | ||
TWC Wireless Holdings II LLC | ||
By | /s/ Satish Adige | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments | ||
TWC Wireless Holdings III LLC | ||
By | /s/ Satish Adige | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: September 14, 2012
Bright House Networks, LLC | ||
By | /s/ Donald E. Newhouse | |
Name: Donald E. Newhouse | ||
Title: Vice President | ||
BHN Spectrum Investments, LLC | ||
By | /s/ Donald E. Newhouse | |
Name: Donald E. Newhouse | ||
Title: Vice President | ||
Newhouse Broadcasting Corporation | ||
By | /s/ Donald E. Newhouse | |
Name: Donald E. Newhouse | ||
Title: Vice President |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: September 14, 2012
Eagle River Holdings, LLC | ||
By | /s/ Amit Mehta | |
Name: Amit Mehta | ||
Title: VP |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: September 14, 2012
Craig O. McCaw | ||
By | /s/ Craig O. McCaw | |
Name: Craig O. McCaw |
Appendix B-2
EXECUTIVE OFFICERS AND DIRECTORS
OF
COMCAST LLC
Appendix B-2 is hereby amended and restated in its entirety as follows:
Set forth below is a list of each executive officer and director of the Reporting Person setting forth the business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to such individuals employment with the Reporting Person and each individual is a United States citizen.
Name and Address of Corporation or | ||||
Present Principal Occupation | Other Organization (if different from | |||
Name and Business Address |
(principal business of employer) |
address provided in Column 1) | ||
Directors | ||||
This entity has no directors | ||||
Executive Officers | ||||
Michael J. Angelakis Comcast Corporation One Comcast Center Philadelphia, PA 19103-2838 |
Executive Vice President, Chief Financial Officer | |||
Arthur R. Block, Esq. Comcast Corporation One Comcast Center Philadelphia, PA 19103-2838 |
Senior Vice President, General Counsel, Secretary and Assistant Treasurer | |||
David L. Cohen Comcast Corporation One Comcast Center Philadelphia, PA 19103-2838 |
Executive Vice President, Assistant Secretary | |||
Brian L. Roberts Comcast Corporation One Comcast Center Philadelphia, PA 19103-2838 |
President and Chief Executive Officer | |||
Lawrence J. Salva Comcast Corporation One Comcast Center Philadelphia, PA 19103-2838 |
Senior Vice President, Chief Accounting Officer and Controller |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Transaction Agreement and Plan of Merger, dated as of May 7, 2008, by and among Sprint Nextel Corporation, Clearwire Corporation, Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Google Inc., and Intel Corporation (incorporated herein by reference to Exhibit 2.1 of Clearwire Corporations Current Report on Form 8-K filed May 7, 2008) | |
99.2 | Amendment No. 1 to the Transaction Agreement and Plan of Merger, dated as of November 21, 2008, by and among Sprint Nextel Corporation, Clearwire Corporation, Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Google Inc., and Intel Corporation (incorporated herein by reference to Exhibit 2.1 of Clearwire Corporations Current Report on Form 8-K filed December 1, 2008) | |
99.3 | Equityholders Agreement, dated as of November 28, 2008, by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, BHN Spectrum Investments, LLC and, for the limited purpose of Sections 2.13, 2.14, 2.15 and Article 4, Sprint Nextel Corporation (incorporated herein by reference to Exhibit 4.1 of Clearwire Corporations Current Report on Form 8-K filed December 1, 2008) | |
99.4 | Strategic Investor Agreement, dated as of November 28, 2008, by and among Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, BHN Spectrum Investments, LLC, Google Inc., Comcast Corporation, Time Warner Cable Inc. and Bright House Networks, LLC* | |
99.5 | Registration Rights Agreement, dated as of November 28, 2008, among Clearwire Corporation, Sprint Nextel Corporation, Eagle River Holdings, LLC, Intel Corporation, Comcast Corporation, Google Inc., Time Warner Cable Inc. and BHN Spectrum Investments LLC (incorporated herein by reference to Exhibit 4.2 of Clearwire Corporations Current Report on Form 8-K filed December 1, 2008) | |
99.6 | Amended and Restated Operating Agreement of Clearwire Communications LLC, dated as of November 28, 2008 (incorporated herein by reference to Exhibit 10.1 of Clearwire Corporations Current Report on Form 8-K filed December 1, 2008) | |
99.7 | Joint Filing Agreement, dated as of November 28, 2008, among the Reporting Persons and, solely for purposes of Sections 7, 8, 9 and 10, the Intel Entities, Intel Capital, Intel Cayman and Middlefield* | |
99.8 | Investment Agreement, dated as of November 9, 2009, by and among Sprint Nextel Corporation, Clearwire Corporation, Clearwire Communications LLC, Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Eagle River Holdings, LLC and Intel Corporation (incorporated herein by reference to Exhibit 10.1 of Sprint Nextel Corporations Current Report on Form 8-K filed November 10, 2009) | |
99.9 | Non-Unanimous Written Consent to Action in Lieu of Special Meeting of the Stockholders of Clearwire Communication, dated as of November 9, 2009, executed by Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC and BHN Spectrum Investments, LLC* | |
99.10 | Unanimous Consent and Waiver, dated as of November 9, 2009, by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, |
Exhibit |
Description | |
Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., Comcast Wireless Investment I, Inc., Comcast Wireless Investment II, Inc., Comcast Wireless Investment III, Inc., Comcast Wireless Investment IV, Inc., Comcast Wireless Investment V, Inc., Google Inc., TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC Wireless Holdings III LLC, BHN Spectrum Investments, LLC and, for the limited purpose of Sections 2.13, 2.14, 2.15 and Article 4, Sprint Nextel Corporation* | ||
99.11 | Form of Lock-up Agreement, dated as of December 1, 2010* | |
99.12 | Form of Preemptive Rights Waiver, dated as of December 1, 2010* | |
99.13 | Amendment to Equityholders Agreement, dated as of December 8, 2010, by and among Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc. and Comcast Corporation, as Strategic Investor Representative (incorporated herein by reference to Exhibit 4.11 of Clearwire Corporations Current Report on Form 8-K filed December 13, 2010) | |
99.14 | Letter to Clearwire Corporation from Sprint Nextel Corporation, dated June 1, 2011, pursuant to Section 2.13(j) of the Equityholders Agreement* | |
99.15 | Commitment Agreement, dated November 30, 2011, by and among Clearwire Corporation, Clearwire Communications LLC, Sprint HoldCo, LLC and Sprint Nextel Corporation (including the Note attached as Exhibit B) (incorporated herein by reference to Exhibit 10.1 of Clearwire Corporations Current Report on Form 8-K filed December 5, 2011) | |
99.16 | Letter Agreement, dated November 30, 2011, by and among Clearwire Corporation, Clearwire Communications, LLC, Sprint HoldCo, LLC and Sprint Nextel Corporation (incorporated herein by reference to Exhibit 10.2 of Clearwire Corporations Current Report on Form 8-K filed December 5, 2011) | |
99.17 | Letter to Clearwire Corporation from Sprint Nextel Corporation, dated December 12, 2011, regarding Notice of Exercise of Preemptive Rights* | |
99.18 | Investment Agreement, dated December 13, 2011, by and among Clearwire Corporation, Clearwire Communications LLC and Sprint HoldCo, LLC* | |
99.19 | Form of 2011 Lock-Up Agreement* | |
99.20 | Non-Unanimous Written Consent to Action in Lieu of Special Meeting of the Stockholders of Clearwire Corporation, dated December 7, 2011, executed by Sprint HoldCo, LLC, Comcast Corporation, as Strategic Investor Representative, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation and Middlefield Ventures, Inc.* | |
99.21 | Letter to the Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Advance/Newhouse Partnership and Intel Corporation from Google Inc., dated February 7, 2012, pursuant to Section 5(a) of the Strategic Investor Agreement* | |
99.22 | Letter to Sprint Nextel Corporation, Eagle River Holdings, LLC, Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Advance/Newhouse Partnership and Intel Corporation from Google Inc., dated February 16, 2012, pursuant to Section 3.3 of the Equityholders Agreement* | |
99.23 | Letter to Clearwire Corporation from Sprint Nextel Corporation, dated June 8, 2012, pursuant to Section 2.13(j) of the Equityholders Agreement* |
99.24 | Letter to Comcast Corporation and Bright House Networks, LLC from TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC and TWC Wireless Holdings III LLC dated August 29 , 2012, pursuant to Section 5(a) of the Strategic Investor Agreement | |
99.25 | Request Notice to Clearwire from TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC and TWC Wireless Holdings III LLC dated August 29 , 2012, pursuant to Section 3(c)(ii) and (d) of the Registration Rights Agreement | |
99.26 | Exchange Notice to Clearwire Communications LLC and Clearwire Corporation dated September 4, 2012, pursuant to Section 7.9(c) of the Operating Agreement | |
99.27 | Letter to Sprint Nextel Corporation, Eagle River Holdings, LLC, Comcast Corporation, Bright House Networks, LLC and Intel Corporation from TWC Wireless Holdings I LLC, TWC Wireless Holdings II LLC and TWC Wireless Holdings III LLC dated September 7, 2012, pursuant to Section 3.3 of the Equityholders Agreement |
* | Previously filed. |
EXHIBIT 99.24
TWC WIRELESS HOLDINGS I LLC
TWC WIRELESS HOLDINGS II LLC
TWC WIRELESS HOLDINGS III LLC
60 Columbus Circle
New York, New York 10023
August 29, 2012
To the Persons listed on Exhibit A hereto
Re: Interest Notice
Ladies and Gentlemen:
Reference is made to that certain Strategic Investor Agreement dated as of November 28, 2008 (the SIG Agreement) by and among TWC Wireless Holdings I LLC (TWC I), TWC Wireless Holdings II LLC (TWC II), TWC Wireless Holdings III LLC (TWC III and, together with TWC I and TWC II, the Transferors) and certain other stockholders in Clearwire Corporation (the Company). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the SIG Agreement.
Pursuant to Section 5(a) of the SIG Agreement, each of TWC I, TWC II and TWC III hereby notifies you that it intends to sell up to 15,468,261, 15,468,261 and 15,468,260 shares, respectively, of Class A Common Stock of the Company (the Shares) at $1.40 per share in a cash transaction pursuant to one or more Open Market Transfers. Such transfers would be effected following an exchange of all of the shares of Class B Common Stock together with all of the Class B Common Units held by each Transferor into an equal number of shares of Class A Common Stock.
Pursuant to Section 5(a) of the SIG Agreement, each other Investor shall have five (5) Business Days from receipt of this Interest Notice to notify the Transferors of its election to purchase all or any portion of the Shares in accordance with the terms and conditions of this Interest Notice and the SIG Agreement.
Each of the Transferors also requests that you waive certain rights under the SIG Agreement and the Equityholders Agreement with respect to the above-referenced proposed sale. By execution of this letter, the undersigned hereby waives its right of first offer pursuant to Section 5(a) of the SIG Agreement and further waives application of Section 3.3(c)(ii)(B) of the Equityholders Agreement with respect to the above-referenced proposed sales, provided that TWC effects such sales prior to October 31, 2012 and in accordance with applicable laws. Please send the executed copy of this letter and/or any notices relating hereto to Satish Adige by email at satish.adige@twcable.com or by facsimile at 212-364-8259.
[Signature Page Follows.]
Very truly yours, | ||
TWC WIRELESS HOLDINGS I LLC | ||
By: | /s/ SATISH ADIGE | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments |
TWC WIRELESS HOLDINGS II LLC | ||
By: | /s/ SATISH ADIGE | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments |
TWC WIRELESS HOLDINGS III LLC | ||
By: | /s/ SATISH ADIGE | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments |
EQUITYHOLDER | ||
By: | [Countersignature] | |
Name: | ||
Title: |
[Signature Page to TWC Notice under SIG Agreement]
Exhibit A
Comcast Corporation
One Comcast Center
1701 John F. Kennedy Boulevard
Philadelphia, Pennsylvania 19103
Attention: Chief Financial Officer
Facsimile No.: (215) 286-1240
Comcast Corporation
One Comcast Center
1701 John F. Kennedy Boulevard
Philadelphia, Pennsylvania 19103
Attention: General Counsel
Facsimile No.: (215) 286-7794
Davis Polk & Wardwell
450 Lexington A venue
New York, New York 10017
Attention: David L. Caplan
Facsimile No.: (212) 450-3800
Bright House Networks, LLC
c/o Advance/Newhouse Partnership
5000 Carnpuswood Drive
East Syracuse, NY 13057
Attn: Leo Cloutier
Facsimile No.: (315) 438-4643
Sabin, Bermant & Gould LLP
Four Times Square
New York, NY 10036
Attn: Arthur J. Steinhauer, Esq.
Facsimile No.: (212) 381-7218
EXHIBIT 99.25
TWC WIRELESS HOLDINGS I LLC
TWC WIRELESS HOLDINGS II LLC
TWC WIRELESS HOLDINGS III LLC
60 Columbus Circle
New York, New York 10023
August 29, 2012
Via Facsimile
Clearwire Corporation
1475 120th Avenue NE
Bellevue, Washington 98005
Attention: Chief Executive Officer
Facsimile: (425) 216-7776
Clearwire Corporation
1475 120th Avenue NE
Bellevue, Washington 98005
Attention: General Counsel
Facsimile: (425) 216-7776
Request Notice Offering
Ladies and Gentlemen:
Pursuant to Section 3(c)(ii) and (d) of the Registration Rights Agreement, dated as of November 28, 2008 (Registration Rights Agreement), by and among Clearwire Corporation (the Company), TWC Wireless Holdings I LLC (TWC I), TWC Wireless Holdings II LLC (TWC II) and TWC Wireless Holdings III LLC (TWC III) and certain other shareholders of the Company party thereto, each of TWC I, TWC II and TWC III hereby advises the Company that it intends to effect a Takedown of and distribute by means of an underwriting all of the Companys Common Stock held by each of TWC I, TWC II and TWC III under the Companys registration statement on Form S-3 dated December 21, 2009, as supplemented. Such distribution would be effected following an exchange of all of the shares of Class B Common Stock together with all of the Class B Common Units held by each of TWC I, TWC II and TWC III into an equal number of shares of Class A Common Stock. Each of TWC I, TWC II and TWC III hereby requests that the Company distribute such information in a Request Notice to be provided to all other Holders pursuant to Section 3(c)(ii) and (d) of the Registration Rights Agreement. Further, each of TWC I, TWC II and TWC III hereby requests that the Company deliver a Request Notice relating to this proposed Takedown to all other Holders in accordance with Section 3(c)(ii) of the Registration Rights Agreement no later than the close of business on Thursday, August 30, 2012.
Capitalized terms not defined herein shall have the meanings assigned to them in the Registration Rights Agreement.
[Signature Page Follows.]
Very truly yours, | ||
TWC WIRELESS HOLDINGS I LLC | ||
By: | /s/ SATISH ADIGE | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments | ||
TWC WIRELESS HOLDINGS II LLC | ||
By: | /s/ SATISH ADIGE | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments | ||
TWC WIRELESS HOLDINGS III LLC | ||
By: | /s/ SATISH ADIGE | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments |
Copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Matthew W. Abbott and John C. Kennedy
Facsimile: (212) 757-3990
Kirkland & Ellis LLP
Citigroup Center
153 East 53rd Street
New York, New York 10022
Attention: Joshua N. Korff
Facsimile No.: (212) 446-6460
Davis Wright Tremaine LLP
1201 Third Avenue, Suite 2200
Seattle, Washington 98101
Attention: Sarah English Tune
Facsimile No.: (206) 757-7161
[Signature Page to TWC Request Notice]
EXHIBIT 99.26
TWC WIRELESS HOLDINGS I LLC
TWC WIRELESS HOLDINGS II LLC
TWC WIRELESS HOLDINGS III LLC
60 Columbus Circle
New York, New York 10023
September 4, 2012
Clearwire Communications LLC
Clearwire Corporation
1475 120th Avenue NE
Bellevue, Washington 98005
Attn: Vice President Corporate Development
General Counsel
Chief Executive Officer
Facsimile No.: (425) 216-7776
Exchange Notice
Ladies and Gentlemen:
Reference is made to the Restated Certificate of Incorporation of Clearwire Corporation, dated as of November 28, 2008, as amended (the Charter), and to the Amended and Restated Operating Agreement (the Operating Agreement) of Clearwire Communications LLC (the Company), dated as of November 28, 2008, by and among TWC Wireless Holdings I LLC (TWC I), TWC Wireless Holdings II LLC (TWC II), TWC Wireless Holdings III LLC (TWC III) and certain other members of the Company. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Charter or the Operating Agreement, as applicable.
Pursuant to Section 7.9(c) of the Operating Agreement, each of TWC I, TWC II and TWC III hereby notifies you that it desires to exchange 15,468,261, 15,468,261 and 15,468,260 Class B Common Units, respectively, and a corresponding number of shares of Class B Common Stock for an equal number of shares of Class A Common Stock under Section 5.1 of the Charter and Section 7.9(a) of the Operating Agreement (the Exchange). The Exchange is to be completed on September 13, 2012 (the Exchange Date). On the Exchange Date, 15,468,261, 15,468,261 and 15,468,260 shares of Class A Common Stock will be issued in book-entry form to TWC I, TWC II and TWC III, respectively.
Pursuant to Section 7.9(c) of the Operating Agreement, enclosed herewith is an instrument of transfer, duly executed by each of TWC I, TWC II and TWC III, in respect of the Class B Common Units and shares of Class B Common Stock subject to the Exchange.
[Signature Page Follows.]
Very truly yours, | ||
TWC WIRELESS HOLDINGS I LLC | ||
By: | /s/ SATISH ADIGE | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments | ||
TWC WIRELESS HOLDINGS II LLC | ||
By: | /s/ SATISH ADIGE | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments | ||
TWC WIRELESS HOLDINGS III LLC | ||
By: | /s/ SATISH ADIGE | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments |
Copy to:
Kirkland & Ellis LLP
Citigroup Center
153 East 53rd Street
New York, New York 10022
Attention: Joshua N. Korff
Facsimile No.: (212) 446-6460
Davis Wright Tremaine LLP
1201 Third Avenue, Suite 2200
Seattle, Washington 98101
Attention: Sarah English Tune
Facsimile No.: (206) 757-7161
[Signature Page to TWC Exchange Notice]
EXHIBIT 99.27
TWC WIRELESS HOLDINGS I LLC
TWC WIRELESS HOLDINGS II LLC
TWC WIRELESS HOLDINGS III LLC
60 Columbus Circle
New York, New York 10023
September 7, 2012
To the Persons listed on Exhibit A hereto:
Re: Interest Notice
Ladies and Gentlemen:
Reference is made to that certain Equityholders Agreement dated as of November 28, 2008 (as amended, the Equityholders Agreement) by and among Clearwire Corporation (the Company), TWC Wireless Holdings I LLC (TWC I), TWC Wireless Holdings II LLC (TWC II), TWC Wireless Holdings III LLC (TWC III and, together with TWC I and TWC II, the Transferors) and certain other stockholders of the Company. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Equityholders Agreement.
Pursuant to Section 3.3 of the Equityholders Agreement, each of TWC I, TWC II and TWC III hereby notifies you that it intends to sell up to 15,468,261, 15,468,261 and 15,468,260 shares, respectively, of Class A Common Stock of the Company (the Shares) at $1.40 per share in a cash transaction pursuant to one or more Open Market Transfers. Such transfers would be effected following an exchange of all of the shares of Class B Common Stock together with all of the Class B Common Units held by each Transferor into an equal number of shares of Class A Common Stock.
Pursuant to Section 3.3(b) of the Equityholders Agreement, each Non-Selling Equityholder shall have five (5) Business Days from receipt of this Interest Notice (the Notice Period) to notify the Transferors of its election to purchase all or any portion of the Shares in accordance with the terms and conditions of this Interest Notice and the Equityholders Agreement. In addition, pursuant to Section 3.3(b)(i) of the Equityholders Agreement, if not all of the Non-Selling Equityholders entitled to purchase a pro rata share of the Shares elect to purchase their entire pro rata share of the Shares, the other Non-Selling Equityholders may purchase a portion of the unsubscribed Shares. If, however, none of the Non-Selling Equityholders delivers a Response Notice or if the Response Notices of the Non-Selling Equityholders, collectively, present an offer for less than all of the Shares, pursuant to Section 3.3(b)(ii) of the Equityholders Agreement, the Transferors shall proceed with the proposed Open Market Transfers upon the expiration of the Notice Period.
Each Transferor also requests that you waive certain rights under the Equityholders Agreement with respect to the above-referenced proposed sale. By execution of this letter, the undersigned hereby waives its right of first offer pursuant to Section 3.3(b) of the Equityholders Agreement and further waives application of Section 3.3(c)(ii)(B) of the Equityholders Agreement with respect to the above-referenced proposed sales, provided that the Transferors effect such sales prior to October 31, 2012 and in accordance with applicable laws. Please send the executed copy of this letter to Satish Adige by email at satish.adige@twcable.com or by facsimile at 212-364-8259.
[Signature Page Follows]
Very truly yours, | ||
TWC WIRELESS HOLDINGS I LLC | ||
By: | /s/ SATISH ADIGE | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments |
TWC WIRELESS HOLDINGS II LLC | ||
By: | /s/ SATISH ADIGE | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments |
TWC WIRELESS HOLDINGS III LLC | ||
By: | /s/ SATISH ADIGE | |
Name: Satish Adige | ||
Title: Senior Vice President, Investments |
EQUITYHOLDER |
By: | [Countersignature] |
Name: | ||||
Title: |
CLEARWIRE CORPORATION |
By: | [Countersignature] |
Name: | ||||
Title: |
[Signature Page to TWC Notice under Equityholders Agreement]
Exhibit A
Sprint Nextel Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Attention: Senior Vice President Corporate Development and Spectrum
Facsimile No.: (703) 433-4406
Sprint Nextel Corporation
6200 Sprint Parkway
Overland Park, Kansas 66251
Attention: Corporate Secretary
Facsimile No.: (913) 523-9797
King & Spalding LLP
1180 Peachtree Street, N.E.
Atlanta, Georgia 30309
Attention: Michael J. Egan
Facsimile No.: (404) 572-5100
Eagle River
2300 Carillon Point
Kirkland, W A 9803 3
Attention: Chief Executive Officer
Facsimile No: (425) 828-8061
Comcast Corporation
One Comcast Center
1701 John F. Kennedy Boulevard
Philadelphia, Pennsylvania 19103
Attention: Chief Financial Officer
Facsimile No.: (215) 286-1240
Comcast Corporation
One Comcast Center
1701 John F. Kennedy Boulevard
Philadelphia, Pennsylvania 19103
Attention: General Counsel
Facsimile No.: (215) 286-7794
Davis Polk & Wardwell
450 Lexington A venue
New York, New York 10017
Attention: David L. Caplan
Facsimile No.: (212) 450-3800
Bright House Networks, LLC
c/o Advance/Newhouse Partnership
5000 Carnpuswood Drive
East Syracuse, NY 13057
Attn: Leo Cloutier
Facsimile No.: (315) 438-4643
Sabin, Bermant & Gould LLP
Four Times Square
New York, NY 10036
Attn: Arthur J. Steinhauer, Esq.
Facsimile No.: (212) 381-7218
Intel Corporation
2200 Mission College Blvd., MS RN6-65
Santa Clara, California 95054-1549
Attention: President, Intel Capital
Facsimile No.: (408) 765-8871
Intel Corporation
2200 Mission College Blvd., MS RN6-59
Santa Clara, California 95054-1549
Attention: Intel Capital Portfolio Manager
Facsimile No.: (408) 653-6796
Intel Corporation
2200 Mission College Blvd., MS RN4-151
Santa Clara, California 95054-1549
Attention: Intel Capital Group General Counsel
Facsimile No.: (408) 653-9098
Intel Corporation
2200 Mission College Blvd., MS RNS-125
Santa Clara, California 95054-1549
Attention: Director, U.S. Tax and Trade
Facsimile No.: (408) 765-1733
Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, California 94304
Attention: Gregory T. Davidson
Facsimile No.: (650) 849-5050
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
Attention: Paul S. Issler
Facsimile No.: (213) 229-6763
Clearwire Corporation
1475 120th Street Avenue NE
Bellevue, Washington 98005
Attention: Chief Executive Officer
Facsimile No.: (425) 216-7097
Clearwire Corporation
1475 120th Street Avenue NE
Bellevue, Washington 98005
Attention: General Counsel
Facsimile No.: (425) 216-7766
Kirkland & Ellis LLP
Citigroup Center
153 East 53rd Street
New York, New York 10022
Attention: Joshua N. Korff
Facsimile No.: (212) 446-6460
Davis Wright Tremaine LLP
1201 Third Avenue, Suite 2200
Seattle, Washington 98101
Attention: Sarah English Tune
Facsimile No.: (206) 757-7161