SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 5)*
Clearwire Corporation
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
18538Q105
(CUSIP Number)
David K. Schumacher
General Counsel
Crest Financial Limited
JP Morgan Chase Tower
600 Travis, Suite 6800
Houston, TX 77002
Tel: (713) 222 6900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
Stephen M. Gill
Kai Haakon E. Liekefett
Vinson & Elkins LLP
First City Tower
1001 Fannin Street, Suite 2500
Houston, TX 77002
Tel: (713) 758 2222
April 3, 2013
(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)
1 |
Names of Reporting Persons
Crest Financial Limited | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
WC, SC | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
36,183,649 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
36,183,649 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,183,649 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
5.18%(1) | |||||
14 | Type of Reporting Person (See Instructions)
PN |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
Crest Investment Company | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
36,183,649 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
36,183,649 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,183,649 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
5.18%(1) | |||||
14 | Type of Reporting Person (See Instructions)
CO |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
Jamal and Rania Daniel Revocable Trust | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
36,183,649 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
36,183,649 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,183,649 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
5.18%(1) | |||||
14 | Type of Reporting Person (See Instructions)
OO |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
Jamal Daniel | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
36,183,649 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
36,183,649 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,183,649 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
5.18%(1) | |||||
14 | Type of Reporting Person (See Instructions)
IN |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
Rania Daniel | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
36,183,649 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
36,183,649 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,183,649 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
5.18%(1) | |||||
14 | Type of Reporting Person (See Instructions)
IN |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
DTN LNG, LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
WC | |||||
5 | Check 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
9,623,249 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
9,623,249 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,623,249 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
1.38%(1) | |||||
14 | Type of Reporting Person (See Instructions)
OO |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
DTN Investments, LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
WC, OO | |||||
5 | Check 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
10,173,249 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
10,173,249 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,173,249 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
1.46%(1) | |||||
14 | Type of Reporting Person (See Instructions)
OO |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
Daria Daniel 2003 Trust | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
3,391,083 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
3,391,083 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,391,083 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0.49%(1) | |||||
14 | Type of Reporting Person (See Instructions)
OO |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
Thalia Daniel 2003 Trust | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
3,391,083 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
3,391,083 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,391,083 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0.49%(1) | |||||
14 | Type of Reporting Person (See Instructions)
OO |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
Naia Daniel 2003 Trust | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
3,391,083 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
3,391,083 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,391,083 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0.49%(1) | |||||
14 | Type of Reporting Person (See Instructions)
OO |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
John M. Howland | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
PF, OO | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
23,000 | ||||
8 | Shared Voting Power
10,173,249 | |||||
9 | Sole Dispositive Power
23,000 | |||||
10 | Shared Dispositive Power
10,173,249 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,196,249 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
1.46%(1) | |||||
14 | Type of Reporting Person (See Instructions)
IN |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
Eric E. Stoerr | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
PF | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
22,000 | ||||
8 | Shared Voting Power
0 | |||||
9 | Sole Dispositive Power
22,000 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,000 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0.00%(1) | |||||
14 | Type of Reporting Person (See Instructions)
IN |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
Halim Daniel 2012 Trust | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
WC, OO | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
11,051,521 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
11,051,521 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,051,521 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
1.58%(1) | |||||
14 | Type of Reporting Person (See Instructions)
OO |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
Halim Daniel | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
PF | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Lebanon | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
200,000 | ||||
8 | Shared Voting Power
11,051,521 | |||||
9 | Sole Dispositive Power
200,000 | |||||
10 | Shared Dispositive Power
11,051,521 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,251,521 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
1.61%(1) | |||||
14 | Type of Reporting Person (See Instructions)
IN |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
Michael Wheaton | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
11,051,521 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
11,051,521 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,051,521 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
1.58%(1) | |||||
14 | Type of Reporting Person (See Instructions)
IN |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
Uniteg Holding SA | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
WC | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Switzerland | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
600,000 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
600,000 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0.09%(1) | |||||
14 | Type of Reporting Person (See Instructions)
CO |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
1 |
Names of Reporting Persons
Crest Switzerland LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
WC | |||||
5 | Check 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
600,000 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
600,000 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0.09%(1) | |||||
14 | Type of Reporting Person (See Instructions)
CO |
(1) | Based on the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013. |
This Amendment No. 5 (this Amendment) amends and restates in its entirety the Statement on Schedule 13D (the Schedule 13D) of Crest Financial Limited (CFL), Crest Investment Company (CIC), the Jamal and Rania Daniel Revocable Trust (the Jamal and Rania Daniel Trust), Mr. Jamal Daniel, Mrs. Rania Daniel, DTN LNG, LLC (DTN LNG), DTN Investments, LLC (DTN Investments), the Daria Daniel 2003 Trust (the Daria Daniel Trust), the Thalia Daniel 2003 Trust (the Thalia Daniel Trust), the Naia Daniel 2003 Trust (the Naia Daniel Trust), Mr. John M. Howland, Mr. Eric E. Stoerr, the Halim Daniel 2012 Trust (the Halim Daniel Trust), Mr. Michael Wheaton, solely in his capacity as trustee of the Halim Daniel Trust, Mr. Halim Daniel, Uniteg Holding SA (Uniteg), Mila Hotels International SA (Mila) and Crest Switzerland, LLC (Crest Switzerland and, together with CFL, CIC, the Jamal and Rania Daniel Trust, Mr. Jamal Daniel, Mrs. Daniel, DTN LNG, DTN Investments, the Daria Daniel Trust, the Thalia Daniel Trust, the Naia Daniel Trust, Mr. Howland, Mr. Stoerr, the Halim Daniel Trust, Mr. Wheaton, solely in his capacity as trustee of the Halim Daniel Trust, Mr. Halim Daniel, Uniteg and Crest Switzerland, the Reporting Persons) that was filed in respect of Clearwire Corporation (the Issuer) on June 1, 2012 and amended by Amendment No. 1 filed on November 7, 2012 (Amendment No. 1), Amendment No. 2 filed on December 18, 2012 (Amendment No. 2), Amendment No. 3 filed on March 13, 2013 (Amendment No. 3) and Amendment No. 4 filed on March 20, 2013 (Amendment No. 4).
Item 1. | Security and Issuer |
The class of equity securities to which this Statement on Schedule 13D relates is the Class A Common Stock, par value $0.0001 per share (Shares), of Clearwire Corporation, a Delaware corporation (the Issuer). The address of the Issuers principal executive offices is 1475 120th Avenue Northeast, Bellevue, WA 98005.
Item 2. | Identity and Background. |
(a) This Schedule 13D is being filed by the Reporting Persons. Although the Reporting Persons are making this joint filing, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists within the meaning of the Securities and Exchange Act of 1934 or that the Reporting Persons beneficially own the securities covered by this report.
(b) The address of the principal business and the address of the principal office of CFL, CIC, the Jamal and Rania Daniel Trust, Mr. Jamal Daniel, Mrs. Rania Daniel, DTN LNG, DTN Investments, the Daria Daniel Trust, the Thalia Daniel Trust, the Nadia Daniel Trust, Mr. Howland, Mr. Stoerr, Uniteg and Crest Switzerland is JP Morgan Chase Tower, 600 Travis, Suite 6800, Houston, TX 77002. The address of the principal business and the address of the principal office of the Halim Daniel Trust and Mr. Wheaton is 2nd Floor Windward III, Regatta Office Park, 85 Peninsula Ave. P.O. Box 31661, Grand Cayman KY1-1207, Cayman Islands. The address of the principal business and the address of the principal office of Mr. Halim Daniel is 8 Chemin de la Tour de Champel, CH1206 Geneva, Switzerland.
(c), (f) CFL is a limited partnership under the laws of the State of Texas. Its principal business is investing in securities. The general partner of CFL is CIC, which owns a 1% interest in CFL. The sole limited partner of CFL is the Jamal and Rania Daniel Trust, which owns the remaining 99% interest in CFL.
CIC is a corporation under the laws of the State of Texas. Its principal business is investing in securities and serving as the general partner of CFL. The sole shareholder of CIC is the Jamal and Rania Daniel Revocable Trust, which owns a 100% interest in CIC.
The Jamal and Rania Daniel Trust is a revocable trust under the laws of the State of Texas. Its trustee is Mr. Daniel. Its grantors are Mr. Jamal Daniel and Mrs. Rania Daniel, who have joint power to revoke the trust.
Mr. Jamal Daniel is a citizen of the United States of America. His principal occupation is serving as President of CFL, as the Sole Director and President of CIC and as the trustee under the Jamal and Rania Daniel Revocable Trust.
Mrs. Rania Daniel is a citizen of the United States of America. Her principal occupation is homemaker.
DTN LNG is a limited liability company under the laws of the State of Delaware. Its principal business is investing in securities. The sole member of DTN LNG is DTN Investments, which owns a 100% interest in DTN LNG.
DTN Investments is a limited liability company under the laws of the State of Delaware. Its principal business is investing in securities. The members of DTN Investments are the Daria Daniel Trust, the Thalia Daniel Trust and the Naia Daniel Trust, each of which owns a 33 1/3% interest in DTN Investments.
The Daria Daniel Trust is an irrevocable trust under the laws of the State of Texas. Its trustee is Mr. Howland.
The Thalia Daniel Trust is an irrevocable trust under the laws of the State of Texas. Its trustee is Mr. Howland.
The Naia Daniel Trust is an irrevocable trust under the laws of the State of Texas. Its trustee is Mr. Howland.
Mr. Howland is a citizen of the United States of America. His principal occupation is serving as Executive Vice President of CIC and as the trustee under the Daria Daniel Trust, the Thalia Daniel Trust and the Naia Daniel Trust.
Mr. Stoerr is a citizen of the United States of America. His principal occupation is serving as Senior Vice President of Energy of CIC.
The Halim Daniel Trust is a revocable trust under the laws of the Cayman Islands. Its trustee is Mr. Wheaton. Its grantor is Mr. Halim Daniel, who has the power to revoke the trust.
Mr. Halim Daniel is a citizen of Lebanon. His principal occupation is serving as a business executive.
Mr. Michael Wheaton is a citizen of the Cayman Islands. His principal occupation is as director of Axis International Management, Ltd.
Uniteg is a Société Anonyme under the laws of Switzerland. Its principal business is serving as a holding company. Crest Switzerland owns 100% of the interests in Uniteg.
Crest Switzerland is a limited liability company under the laws of the State of Delaware. Its principal business is investing in securities. CFL and DTN Investments each own 50% of the interests in Crest Switzerland.
(d) During the last five years, neither the Reporting Persons nor, to the best of the Reporting Persons knowledge, any director or officer named on Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Persons nor, to the best of the Reporting Persons knowledge, any director or officer named on Schedule A hereto, 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 activity subject to, federal or state securities laws or finding any violation with respect to such laws.
(a)(f) The name, business address, present principal occupation or employment and citizenship of each executive officer and director of the Reporting Persons is set forth on Schedule A to this Statement, which is incorporated herein by reference.
Item 3. | Source and Amount of Funds or Other Consideration. |
The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 57,653,419 Shares (the Purchased Shares). The aggregate purchase price for the Purchased Shares collectively was approximately $106,240,590.97 (excluding brokerage commissions).
The source of funding for the purchase of 35,448,237 of the Purchased Shares by CFL was the general working capital of CFL. In addition, 435,412 of the Purchased Shares were received by CFL as consideration for certain assets sold to the Issuer pursuant to an Asset Purchase Agreement dated as of June 25, 2004 among the Issuer, Digital & Wireless Communications, LLC, Mr. Dee Osborne, Marshall Oman Exploration Inc., Mr. William R. Jenkins, and CFL (the Asset Purchase Agreement) (CFL had originally received 1,456,077 Shares under the Asset Purchase Agreement, but subsequently divested 1,020,665 Shares).
The source of funding for the purchase of 9,623,249 of the Purchased Shares by DTN LNG was the general working capital of DTN LNG.
The source of funding for the purchase of 250,000 of the Purchased Shares by DTN Investments was the general working capital of DTN Investments.
The source of funding for the purchase of 23,000 of the Purchased Shares by Mr. Howland were personal funds of Mr. Howland.
The source of funding for the purchase of 22,000 of the Purchased Shares by Mr. Stoerr were personal funds of Mr. Stoerr.
The source of funding for the purchase of 11,051,521 Purchased Shares by the Halim Daniel Trust was the general working capital of the Halim Daniel Trust.
The source of funding for the purchase of 200,000 of the Purchased Shares by Mr. Halim Daniel were personal funds of Mr. Halim Daniel.
The source of funding for the purchase of 300,000 of the Purchased Shares by Uniteg was the general working capital of Uniteg. The source of funding for the purchase of 300,000 of the Purchased Shares by Mila was the general working capital of Mila. On March 21, 2013, Mila transferred its 300,000 Purchased Shares to Uniteg.
The other Reporting Persons did not purchase directly any of the Purchased Shares.
Item 4. | Purpose of Transaction. |
The Reporting Persons acquired and continue to hold the Purchased Shares reported in the Schedule 13D for investment purposes and in pursuit of their investment objectives.
On April 3, 2013, CFL sent a letter to the Board of Directors of the Issuer (the Letter to the Board) and issued a press release thereto (the April 3 Press Release). In the Letter to the Board, CFL proposed to provide to the Issuer $240 million in financing through a convertible debt facility. A copy of the Letter to the Board is attached hereto as Exhibit 2 and a copy of the April 3 Press Release is attached hereto as Exhibit 3, each of which are incorporated herein by reference. The description herein of the Letter to the Board is qualified in its entirety by reference to the Letter to the Board.
On March 20, 2013, CFL issued a press release (the March 20 Press Release). A copy of the Press Release is attached to Amendment No. 4 as Exhibit 3 and is incorporated herein by reference. In the Press Release, CFL announces the engagement of DF King and the demand of the Issuers stockholder list. The description herein of the March 20 Press Release is qualified in its entirety by reference to the March 20 Press Release.
On March 19, 2013, CFL engaged the proxy solicitation firm D.F. King & Co., Inc. (DF King) to assist CFL in its opposition against the proposed merger (the Sprint-Clearwire Merger) of the Issuer with Sprint Nextel Corporation (Sprint).
On March 19, 2013, CFL made a demand to obtain a stockholder list and certain related records of the Issuer pursuant to Section 220 of the Delaware General Corporation Law (the Demand Letter). CFL intends to use this information for the solicitation of proxies regarding the proposed Sprint-Clearwire Merger. A copy of the Demand Letter is attached to Amendment No. 4 as Exhibit 2 and is incorporated herein by reference. The description herein of the Demand Letter is qualified in its entirety by reference to the Demand Letter.
On March 12, 2013, CFL issued a press release (the March 12 Press Release), a copy of which is attached to Amendment No. 3 as Exhibit 2 and is incorporated herein by reference. In the March 12 Press Release, CFL reports the findings of a new study commissioned by CFL and prepared by former Federal Communications Commission (FCC) commissioner Dr. Harold Furchtgott-Roth and the Analysis Group (the Report). As reported in the March 12 Press Release, the Report indicates that the price Sprint has offered for the Issuer significantly understates the true value of the Issuers wireless spectrum and that the public would be best served if the Issuer remained free to offer its spectrum to multiple wireless carriers. The Report was submitted to the FCC by CFL on March 12, 2013 (the FCC Letter). A copy of the FCC Letter, which includes a copy of the Report, is attached to Amendment No. 3 as Exhibit 3 and is incorporated herein by reference. The description herein of the Report is qualified in its entirety by reference to the Report.
On December 12, 2012, CFL filed a lawsuit styled Crest Financial Ltd. v. Sprint Nextel Corp. et al., C.A. 8099-CS, in the Court of Chancery of the State of Delaware against Sprint, the individual members of the Board, and certain other defendants, alleging that the defendants breached their fiduciary duties by engaging in a series of integrated transactions designed to extract value from the Issuer at the expense of the Issuers public minority shareholders. Among other things, the lawsuit seeks damages and injunctive relief.
CFL, CIC AND OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS (PARTICIPANTS) IN A SOLICITATION OF PROXIES IN RESPECT OF THE PROPOSED SPRINT-CLEARWIRE MERGER. CFL INTENDS TO FILE A PROXY STATEMENT ON BEHALF OF THE PARTICIPANTS WITH THE SECURITIES AND EXCHANGE COMMISSION. ALL INVESTORS AND SECURITYHOLDERS OF THE ISSUER ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER PROXY MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. INFORMATION REGARDING THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT AND INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, WILL BE CONTAINED IN SUCH PROXY STATEMENT AND OTHER PROXY MATERIALS. UPON REQUEST, THE PARTICIPANTS WILL PROVIDE COPIES OF THE PROXY STATEMENT AT NO CHARGE WHEN IT BECOMES AVAILABLE. THE PROXY STATEMENT AND ALL OTHER PROXY MATERIALS WILL ALSO BE AVAILABLE AT NO CHARGE ON THE SECURITIES AND EXCHANGE COMMISSIONS WEBSITE AT HTTP://WWW.SEC.GOV.
Depending upon the Reporting Persons continued evaluation of the Issuer, the Reporting Persons may, among other things, (a) acquire additional securities of the Issuer or dispose of some or all of the Purchased Shares; (b) engage in active discussions with the Issuers management and members of the Board with respect to actions that might be taken by the Issuer to enhance stockholder value for all of the Issuers stockholders; (c) communicate with other stockholders of the Issuer regarding the management, operation, financing and corporate governance of the Issuer; and (d) take such other actions as the Reporting Persons may determine from time to time, including appropriate legal action as deemed necessary by the Reporting Persons. Notwithstanding the foregoing, the Reporting Persons do not have an intent, nor have they reserved the right, to engage in a control transaction, or any contested solicitation for the election of directors with respect to the Issuer.
Except as set forth above, the Reporting Persons have no present plans or proposals which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D.
Item 5. | Interest in Securities of the Issuer. |
(a) The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 57,653,419 Purchased Shares, representing approximately 8.25% of the outstanding Shares based upon the 699,171,925 Shares stated to be outstanding as of March 22, 2013 according to the Issuers Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013.
CFL may be deemed to be the beneficial owner of 36,183,649 of the Purchased Shares because CFL is (i) the direct owner of 35,883,649 of the Purchased Shares and (ii) the owner of a 50% interest in Crest Switzerland.
CIC may be deemed to be the beneficial owner of 36,183,649 of the Purchased Shares because CIC is the general partner of CFL.
The Jamal and Rania Daniel Trust may be deemed to be the beneficial owner of 36,183,649 of the Purchased Shares because the Jamal and Rania Daniel Trust is the owner of a 100% interest in CIC and a 99% interest in CFL.
Mr. Jamal Daniel may be deemed to be the beneficial owner of 36,183,649 of the Purchased Shares because Mr. Jamal Daniel is (i) the trustee under the Jamal and Rania Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities, and (ii) a grantor under the Jamal and Rania Daniel Trust with the joint power to revoke such trust.
Mrs. Rania Daniel may be deemed to be the beneficial owner of 36,183,649 of the Purchased Shares because Mrs. Rania Daniel is a grantor under the Jamal and Rania Daniel Trust with the joint power to revoke such trust.
DTN LNG may be deemed to be the beneficial owner of 9,623,249 of the Purchased Shares because DTN LNG is the direct owner of 9,623,249 of the Purchased Shares.
DTN Investments may be deemed to be the beneficial owner of 10,173,249 of the Purchased Shares because DTN Investments is (i) the owner of a 100% interest in DTN LNG, (ii) the owner of a 50% interest in Crest Switzerland, and (iii) the direct owner of 250,000 of the Purchased Shares.
The Daria Daniel Trust may be deemed to be the beneficial owner of 3,391,083 of the Purchased Shares because the Daria Daniel Trust is the owner of a 33 1/3% interest in DTN Investments.
The Thalia Daniel Trust may be deemed to be the beneficial owner of 3,391,083 of the Purchased Shares because the Thalia Daniel Trust is the owner of a 33 1/3% interest in DTN Investments.
The Naia Daniel Trust may be deemed to be the beneficial owner of 3,391,083 of the Purchased Shares because the Naia Daniel Trust is the owner of a 33 1/3% interest in DTN Investments.
Mr. Howland may be deemed to be the beneficial owner of 10,196,249 of the Purchased Shares because Mr. Howland is (i) the trustee under the Daria Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities, (ii) the trustee under the Thalia Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities, (iii) the trustee under the Naia Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities, and (iv) the direct owner of 23,000 of the Purchased Shares.
Mr. Stoerr may be deemed to be the beneficial owner of 22,000 of the Purchased Shares because Mr. Stoerr is the direct owner of 22,000 of the Purchased Shares.
The Halim Daniel Trust may be deemed to be the beneficial owner of 11,051,521 of the Purchased Shares because the Halim Daniel Trust is the direct owner of 11,051,521 of the Purchased Shares.
Mr. Halim Daniel may be deemed to be the beneficial owner of 11,251,521 of the Purchased Shares because Mr. Daniel is (i) the direct owner of 200,000 of the Purchased Shares and (ii) the grantor under the Halim Daniel Trust, with the power to revoke such trust.
Mr. Michael Wheaton may be deemed to be the beneficial owner of 11,051,521 of the Purchased Shares because Mr. Wheaton is the trustee under the Halim Daniel Trust, with the power to vote, or direct the vote, and the power to dispose or direct the disposition of, securities.
Crest Switzerland may be deemed to be the beneficial owner of 600,000 of the Purchased Shares because Crest Switzerland is the owner of 100% of the ownership interests in Uniteg.
Uniteg may be deemed to be the beneficial owner of 600,000 of the Purchased Shares because Uniteg is the direct owner of 600,000 of the Purchased Shares.
To the best of the Reporting Persons knowledge, except for Mr. Jamal Daniel, Mr. Halim Daniel, Mr. Howland and Mr. Stoerr, none of the officers and directors named on Schedule A hereto may be deemed to be the beneficial owner of any Shares.
(b) CFL may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 36,183,649 of the Purchased Shares because CFL is (i) the direct owner of 35,883,649 shares and (ii) the owner of a 50% interest in Crest Switzerland.
CIC may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 36,183,649 of the Purchased Shares because CIC is the general partner of CFL.
The Jamal and Rania Daniel Trust may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 36,183,649 of the Purchased Shares because the Jamal and Rania Daniel Trust is the owner of a 100% interest in CIC and a 99% interest in CFL.
Mr. Jamal Daniel may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 36,183,649 of the Purchased Shares because Mr. Jamal Daniel is (i) the trustee under the Jamal and Rania Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities, and (ii) a grantor under the Jamal and Rania Daniel Trust, with the joint power to revoke such trust.
Mrs. Rania Daniel may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 36,183,649 of the Purchased Shares because Mrs. Rania Daniel is a grantor under the Jamal and Rania Daniel Trust with the joint power to revoke such trust.
DTN LNG may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 9,623,249 of the Purchased Shares because DTN LNG is the direct owner of 9,623,249 of the Purchased Shares.
DTN Investments may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 10,173,249 of the Purchased Shares because DTN Investments is (i) the owner of a 100% interest in DTN LNG, (ii) the owner of a 50% interest in Crest Switzerland, and (iii) the direct owner of 250,000 of the Purchased Shares.
The Daria Daniel Trust may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 3,391,083 of the Purchased Shares because the Daria Daniel Trust is the owner of a 33 1/3% interest in DTN Investments.
The Thalia Daniel Trust may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 3,391,083 of the Purchased Shares because the Thalia Daniel Trust is the owner of a 33 1/3% interest in DTN Investments.
The Naia Daniel Trust may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 3,391,083 of the Purchased Shares because the Naia Daniel Trust is the owner of a 33 1/3% interest in DTN Investments.
Mr. Howland may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 10,196,249 of the Purchased Shares because Mr. Howland is (i) the trustee under the Daria Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities, (ii) the trustee under the Thalia Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities, and (iii) the trustee under the Naia Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities. Mr. Howland may be may be deemed to have the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, 23,000 of the Purchased Shares because Mr. Howland is the direct owner of 23,000 of the Purchased Shares.
Mr. Stoerr may be deemed to have the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, 22,000 of the Purchased Shares because Mr. Stoerr is the direct owner of 22,000 of the Purchased Shares.
The Halim Daniel Trust may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 11,051,521 of the Purchased Shares because the Halim Daniel Trust is the direct owner of 11,051,521 of the Purchased Shares.
Mr. Halim Daniel may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 11,251,521 of the Purchased Shares because Mr. Halim Daniel is (i) the direct owner of 200,000 of the Purchased Shares and (ii) the grantor under the Halim Daniel Trust, with the power to revoke such trust.
Mr. Michael Wheaton may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 11,051,521 of the Purchased Shares because Mr. Wheaton is the trustee under the Halim Daniel Trust, with the power to vote, or direct the vote, and the power to dispose or direct the disposition of, securities.
Crest Switzerland may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 600,000 of the Purchased Shares because Crest Switzerland is the owner of a 100% interest in Uniteg.
Uniteg may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 600,000 of the Purchased Shares because Uniteg is the direct owner of 600,000 of the Purchased Shares.
(c) Neither the Reporting Persons nor, to the best of the Reporting Persons knowledge, any officer or director named on Schedule A hereto, has effected any transaction in any Shares since the filing of Amendment No. 4, except for the transfer of 300,000 of the Purchased Shares from Mila to Uniteg on March 21, 2013.
(d) Not applicable.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Other than Asset Purchase Agreement as described in Item 3 hereof (which has been fully performed by the parties thereto in 2004), the Joint Filing Agreement attached hereto as Exhibit 1, the Letter to the Board attached hereto as Exhibit 2, the April 3 Press Release attached hereto as Exhibit 3, the Demand Letter attached to Amendment No. 4 as Exhibit 2, the March 20 Press Release attached to Amendment No. 4 as Exhibit 3, the March 12 Press Release attached to Amendment No. 3 as Exhibit 2, the FCC Letter attached to Amendment No. 3 as Exhibit 3, the Press Release attached to Amendment No. 2 as Exhibit 2, the Stockholder Letter attached to Amendment No. 1 as Exhibit 2 and the Press Release attached to Amendment No. 1 as Exhibit 3, neither the Reporting Persons nor, to the best of the Reporting Persons knowledge, any person named on Schedule A hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. | Material to be Filed as Exhibits. |
The following documents are filed as exhibits:
Exhibit |
Exhibit Name | |
Exhibit 1 | Joint Filing Agreement dated as of April 4, 2013, among Crest Financial Limited, Crest Investment Company, the Jamal and Rania Daniel Revocable Trust, Mr. Jamal Daniel, Mrs. Rania Daniel, DTN LNG, LLC, DTN Investments, LLC, the Daria Daniel 2003 Trust, the Thalia Daniel 2003 Trust, the Naia Daniel 2003 Trust, Mr. John M. Howland, Mr. Eric E. Stoerr, the Halim Daniel 2012 Trust, Mr. Michael Wheaton, solely in his capacity as trustee of the Halim Daniel 2012 Trust, Mr. Halim Daniel, Uniteg Holding SA and Crest Switzerland, LLC | |
Exhibit 2 | Letter to the Board of Directors of Clearwire Corporation by Crest Financial Limited dated as of April 3, 2013 | |
Exhibit 3 | Press Release by Crest Financial Limited dated as of April 3, 2013 |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 4, 2013
CREST FINANCIAL LIMITED | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Executive Vice President, Secretary and Treasurer |
CREST INVESTMENT COMPANY | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Executive Vice President, CFO and Treasurer |
JAMAL AND RANIA DANIEL REVOCABLE TRUST | ||
by | /s/ Jamal Daniel | |
Name: Jamal Daniel | ||
Title: Trustee |
JAMAL DANIEL | ||
by | /s/ Jamal Daniel | |
Name: Jamal Daniel |
RANIA DANIEL | ||
by | /s/ Rania Daniel | |
Name: Rania Daniel |
DTN LNG, LLC | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Manager, President, Secretary and Treasurer |
DTN INVESTMENTS, LLC | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Manager, President, Secretary and Treasurer |
DARIA DANIEL TRUST | ||
by | /s/ John M. Howland | |
Name: John M. Howland | ||
Title: Trustee |
THALIA DANIEL TRUST | ||
by | /s/ John M. Howland | |
Name: John M. Howland | ||
Title: Trustee |
NAIA DANIEL TRUST | ||
by | /s/ John M. Howland | |
Name: John M. Howland | ||
Title: Trustee |
JOHN M. HOWLAND | ||
by | /s/ John M. Howland | |
Name: John M. Howland |
ERIC E. STOERR | ||
by | /s/ Eric E. Stoerr | |
Name: Eric E. Stoerr |
HALIM DANIEL 2012 TRUST | ||
by | /s/ Michael Wheaton | |
Name: Michael Wheaton | ||
Title: Trustee |
HALIM DANIEL | ||
by | /s/ Halim Daniel | |
Name: Halim Daniel |
MICHAEL WHEATON | ||
by | /s/ Michael Wheaton | |
Name: Michael Wheaton |
UNITEG HOLDING SA | ||
by | /s/ Luis Bosque | |
Name: Luis Bosque | ||
Title: President |
CREST SWITZERLAND LLC | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Manager |
EXHIBIT INDEX
Exhibit |
Exhibit Name | |
Exhibit 1 | Joint Filing Agreement dated as of April 4, 2013, among Crest Financial Limited, Crest Investment Company, the Jamal and Rania Daniel Revocable Trust, Mr. Jamal Daniel, Mrs. Rania Daniel, DTN LNG, LLC, DTN Investments, LLC, the Daria Daniel 2003 Trust, the Thalia Daniel 2003 Trust, the Naia Daniel 2003 Trust, Mr. John M. Howland, Mr. Eric E. Stoerr, the Halim Daniel 2012 Trust, Mr. Michael Wheaton, solely in his capacity as trustee of the Halim Daniel 2012 Trust, Mr. Halim Daniel, Uniteg Holding SA and Crest Switzerland, LLC | |
Exhibit 2 | Letter to the Board of Directors of Clearwire Corporation by Crest Financial Limited dated as of April 3, 2013 | |
Exhibit 3 | Press Release by Crest Financial Limited dated as of April 3, 2013 |
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF CERTAIN REPORTING PERSONS
The following is a list of the executive officers and directors of certain Reporting Persons, setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted for each such person. The current business address of each such person is JP Morgan Chase Tower, 600 Travis, Suite 6800, Houston, TX 77002. All executive officers and directors listed below are citizens of the United States of America, other than Mr. Halim Daniel, who is a citizen of Lebanon.
Crest Financial Limited | ||
Name |
Present Position | |
Jamal Daniel | President | |
Pamela E. Powers | Executive Vice President, Secretary and Treasurer | |
David K. Schumacher | General Counsel | |
Crest Investment Company | ||
Name |
Present Position | |
Jamal Daniel | Sole Director and President | |
Pamela E. Powers | Executive Vice President, CFO and Treasurer | |
John M. Howland | Executive Vice President | |
Eric E. Stoerr | Senior Vice President of Energy | |
Michelle Upton | Vice President | |
Marie Vajdak | Secretary | |
DTN LNG, LLC | ||
Name |
Present Position | |
Pamela E. Powers | Manager, President, Secretary and Treasurer |
DNT Investments, LLC | ||
Name |
Present Position | |
Pamela E. Powers | Manager, President, Secretary and Treasurer | |
Crest Switzerland LLC | ||
Name |
Present Position | |
Pamela E. Powers | Manager, Executive Vice President, Secretary and Treasurer | |
John Howland | President | |
Uniteg Holding SA | ||
Name |
Present Position | |
Luis Bosque |
President |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock of Clearwire Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 4th day of April, 2013.
CREST FINANCIAL LIMITED | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Executive Vice President, Secretary and Treasurer |
CREST INVESTMENT COMPANY | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Executive Vice President, CFO and Treasurer |
JAMAL AND RANIA DANIEL REVOCABLE TRUST | ||
by | /s/ Jamal Daniel | |
Name: Jamal Daniel | ||
Title: Trustee |
JAMAL DANIEL | ||
by | /s/ Jamal Daniel | |
Name: Jamal Daniel |
RANIA DANIEL | ||
by | /s/ Rania Daniel | |
Name: Rania Daniel |
DTN LNG, LLC | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Manager, President, Secretary and Treasurer |
DTN INVESTMENTS, LLC | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Manager, President, Secretary and Treasurer |
DARIA DANIEL TRUST | ||
by | /s/ John M. Howland | |
Name: John M. Howland | ||
Title: Trustee |
THALIA DANIEL TRUST | ||
by | /s/ John M. Howland | |
Name: John M. Howland | ||
Title: Trustee |
NAIA DANIEL TRUST | ||
by | /s/ John M. Howland | |
Name: John M. Howland | ||
Title: Trustee |
JOHN M. HOWLAND | ||
by | /s/ John M. Howland | |
Name: John M. Howland |
ERIC E. STOERR | ||
by | /s/ Eric E. Stoerr | |
Name: Eric E. Stoerr |
HALIM DANIEL 2012 TRUST | ||
by | /s/ Michael Wheaton | |
Name: Michael Wheaton | ||
Title: Trustee |
HALIM DANIEL | ||
by | /s/ Halim Daniel | |
Name: Halim Daniel |
MICHAEL WHEATON | ||
by | /s/ Michael Wheaton | |
Name: Michael Wheaton |
UNITEG HOLDING SA | ||
by | /s/ Luis Bosque | |
Name: Luis Bosque | ||
Title: President |
CREST SWITZERLAND LLC | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Manager |
Exhibit 2
April 3, 2013
VIA FEDERAL EXPRESS AND FACSIMILE
Board of Directors
Clearwire Corporation
1475 120th Avenue NE
Bellevue, WA 98005
Dear Ladies and Gentlemen:
Crest Financial Limited (Crest), a long-term investor in Clearwire Corporation (the Company or Clearwire), holds together with its affiliates and other related persons more than 57 million of the Companys Class A shares, which constitutes approximately 8.2 percent of the Companys outstanding Class A common stock. Crest is concerned that the Company is continuing to pursue the proposed acquisition of the Company by Sprint Nextel Corporation (Sprint) (the Sprint-Clearwire Transaction) at an inadequate price and through a coercive process, to the exclusion of clearly available alternatives: the sale of excess spectrum assets and other fundraising for an independent Clearwire to pursue a multi-customer strategy advocated by your own financial advisers.
This concern has now become more acute with the release of the preliminary proxy materials for the proposed merger. The Company repeatedly threatens its stockholders in these proxy materials, which were revised and resubmitted to the SEC on March 12, 2013, and again on March 29, 2013, that a failure to approve one present alternativethe merger with Sprintcould force the Company into bankruptcy. Further, the Company announced that without any financing from Sprint, it lacked funding to continue its operations beyond the fourth quarter of 2013, let alone to begin building out its network. And just last week, the Company declared in its second revised proxy statement that the Board is actively considering whether to not make the June 1, 2013, interest payment on our approximately $4.5 billion of outstanding debt.
While the Company makes these dire warnings, it has more spectrum than it needs at a time when demand for this valuable commodity is increasing. The Companys own proxy materials demonstrate this increasing demand for spectrum. As these materials make clear, numerous offers for spectrum have been made to the Company, albeit ones that the Company, presumably under the influence of Sprint, rejected. Most prominently, the purchase of spectrum is the core component of the most recent, and each prior, transaction proposal that the Company has received from DISH Network Corporation (DISH). In its press releases and proxy materials, the Company has suggested otherwise and has repeatedly described DISHs proposal as merely a preliminary indication of interest. But DISHs interest in, and proposal to purchase, spectrum from the Company is real. We would not be surprised if DISH has focused during its negotiations with the Company on this spectrum component of its offer and not on other components of the DISH proposal. It is clear that the sale of excess spectrum is an alternative that the Board can and must pursue vigorously, seriously, in detail, and with full transparency as a long-term path forward for Clearwire and key to unlocking much higher value for shareholders.
Accordingly, Crest writes to propose to the Board a third path: Crest proposes to provide the Company with $240 million in financing in exchangeable notes similar to the notes (the Sprint Notes) issued under Clearwires Note Purchase Agreement with Sprint (the Sprint Note Purchase Agreement)but on better terms and without coercive conditions. In its most recent Form 10-K, Clearwire disclosed that it needs $240 million of financing to meet its contractual commitment to build 2,000 LTE sites, while also leaving enough funds to satisfy interest expenses in 2013. Consequently, Crests $240 million proposal would provide Clearwire with sufficient financing to that end. This is explained more fully in Exhibit A to this letter.
Crests intention is to free the Special Committee, the Clearwire Board and the Company from the coercive aspects of the Sprint financing while at the same time providing the Company with the interim financing it needs to continue its build-out plan while it explores the available alternatives. In particular, Crests proposed financing would:
| Stop the dilution of the Companys stockholders by still more draws on the Sprint Notes. By stopping these additional draws, the Board will protect Clearwires non-Sprint shareholders from having to make the unfair choice the Sprint Notes are intended to provideeither accept Sprints inadequate price or suffer dilution. |
| Give the Board more time to pursue DISHs proposalparticularly DISHs offer to purchase spectrumor to sell spectrum to other prospective purchasers. The apparent superiority of the DISH proposal derives principally from DISHs proposal to purchase spectrum. DISH would purchase approximately 24% of Clearwires total MHz for $2.2 billion. A key advantage to this spectrum purchase proposal is that DISH would provide immediate liquidity to the Company through a prepayment structure. |
| Provide Clearwire with the funding and time it needs to pursue its multi-customer business plan. This multi-customer strategy we are advocating is based on a path to success offered to the Board and its Special Committee by Evercore Group and Centerview Partners, the financial advisors hired by the Board and its Special Committee, respectively, to analyze Sprints offer. In performing this analysis, the financial advisors considered what Clearwire would look like if it succeeded with its stated business plannamely, attracting additional wholesale customers. Both of these financial advisors concluded that Clearwire would experience significant revenue growth and, using a discounted cash flow analysis, that Clearwires Class A common stock would have an implied equity value well above the price that Sprint offers for these shares ($3.45 to $15.50 per share according to Centerview and $4.14 to $11.30 per share pursuant to Evercore). |
For the reasons summarized above, we urge you to accept our proposed financing.
Equally important, we urge you to delay the stockholder vote on the Sprint-Clearwire Transaction. By delaying the stockholder vote, you would have more time to discharge fully the fiduciary duties you owe all stockholderstime to consider adequately the alternatives that are
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inexplicably being ignored or inadequately considered. With Crest and other significant stockholders voicing serious concerns about the Sprint-Clearwire Transaction, there is a strong likelihood that a majority of the Companys minority stockholders will vote against the transaction if the vote is held in the near term.
Summary of Crests Proposed Financing
The key terms of the Crest proposed financing, subject to negotiation by and the mutual agreement of Crest and the Company, are as follows:
1. | Crest will provide to Clearwire $240 million of debt financing in exchangeable notes (the Crest Notes). These debt proceeds would be available in three $80 million monthly draws. |
2. | The Crest Notes would be issued at 1% interest rate per annum (the same as the Sprint Notes) and with a maturity date of June 1, 2018 (the same as the Sprint Notes). |
3. | The Crest Notes would be exchangeable at a price of $2.00 per share, a significant premium of 33.3% above the exchange price of $1.50 per share of the Sprint Notes. |
4. | Exchange conditions would be similar to those under the Sprint Notes, including termination of the merger agreement between Clearwire and Sprint (the Sprint-Clearwire Merger Agreement) or consummation of the Sprint-Clearwire Transaction. In addition, the Crest Notes would be exchangeable if an alternative merger transaction were consummated or its proposed merger agreement terminated, upon a Clearwire default under the Crest Notes, and upon maturity of the Crest Notes. |
5. | The Crest Notes are not contingent on financing; Crest and its affiliates have sufficient funds available to fund the $240 million in full. |
6. | The Crest Notes would not restrict Clearwires ability to raise additional capital, whether debt or equity, except that Clearwire would covenant not to draw any additional amounts available under the Sprint Note Purchase Agreement. |
7. | The Crest Notes would be available even if the stockholders vote to reject the Sprint-Clearwire Transaction. And although the Company should delay the vote, the Crest Notes would be available even if it is not. |
In summary, the Crest Notes have several advantages to the Sprint Notes. First, the exchange price of $2.00 per share is less dilutive. Second, the Crest Notes remain available even if Clearwires stockholders reject the Sprint-Clearwire Transaction. Third, if Clearwire were to draw on the Crest Notes after the stockholders reject the Sprint-Clearwire Transaction, the Crest Notes would not become exchangeable until the maturity date in June 2018; by contrast, the Sprint Notes are likely to become exchangeable in October 2013 (or sooner). Consequently, the Crest Notes offer greater value to Clearwire stockholders by providing to Clearwire very inexpensive debt financing for a longer term and by possibly avoiding substantial near-term dilution.
Crest understands that, under the Sprint-Clearwire Merger Agreement, Sprint would have to consent to the issuance of the Crest Notes. As majority stockholder of Clearwire, Sprint owes fiduciary duties to the Company and its minority stockholders, and we believe that these fiduciary duties require Sprint to give its consent to the Crest Notes.
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Exhibit B to this letter contains a full summary of the proposed terms of the Crest Notes and how they would compare to the Sprint Notes.
We make our debt financing proposal after full evaluation and in good faith and stand ready to discuss it with the Special Committee, under appropriate terms of confidentiality, if necessary. Moreover, if our assumptions regarding the Companys capital needs, which are based on the Companys own disclosures, require adjustment, we stand ready to consider alternative financing terms to meet the Companys actual near-term capital needs. Because time is of the essence, we will contact you in two days unless we hear from you before then.
Crests offer gives you a clearly defined third path forward to the current Sprint offer and DISH proposal. And we believe our proposal gives you the ability, at last, to act in the best interests of all Company shareholders. With the proceeds of the Crest financing in hand, the short-term threat of a Clearwire restructuring or missed interest payment would be mitigated and the Board and the Clearwire stockholders would have more time to make a better informed decision and to consider the full implications of the Sprint-Clearwire Transaction, including whether it is truly fair to the non-Sprint stockholders and not coercive, and whether there are other alternatives that are worth evaluating and pursuing.
Of course, we remain a plaintiff in the stockholder actions commenced in the Delaware Chancery Court. If necessary, we are prepared to pursue vigorously our claims in that court, claims that Chancellor Strine has already said are colorable, to protect the interests of Crest and the other minority stockholders from the abusive treatment by the Sprint-Clearwire Transaction.
Sincerely yours, |
/s/ David K. Schumacher |
David K. Schumacher |
General Counsel |
Crest Financial Limited |
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Exhibit A
SUPPORT FOR PROPOSAL
The following provides support for the amount that Crest proposes to make available under the Crest Notes. The below includes how Clearwire can use the proceeds available under the Crest Notes and amounts already drawn under the Sprint Notes. Various Clearwire disclosures, including those referenced below, provide the basis for our proposal. Outside independent consultants with whom we have spoken confirmed our conclusions also based on these disclosures.
Financing |
Use of Proceeds | |
$240 million Crest Notes | Crests commitment satisfies the amount of borrowing capacity that Clearwire needs, together with its available cash, to meet its LTE build out plan of 2,000 LTE sites and meet Clearwires operating and financing needs for the next twelve months. | |
$160 million Sprint Notes (previously drawn in March and April 2013) |
Provides capacity to build approximately an additional 3,000 LTE sites with the benefit of vendor financing to meet the 5,000 LTE site plan or 2,133 additional sites for a total of 4,133 sites without the benefit of vendor financing. |
Clearwire Disclosures Supporting Above:
1. Use of $240 Million of Crest Notes:
Clearwires 2012 10-K Annual Report (p. 60):
Under our current LTE build plan, we currently expect to satisfy our operating, financing and capital spending needs for the next twelve months using the available cash and short-term investments on hand [approximately $868.6 million as of December 31, 2012] together with a portion of the remaining borrowing capacity available under the Note Purchase Agreement and with the proceeds of additional vendor financing.
By electing to draw on at least three months of borrowing capacity under the Note Purchase Agreement [$240 million], we would have sufficient cash and borrowing capacity to build 2,000 LTE sites by June 30, 2013 and satisfy the initial LTE prepayment milestone with Sprint, and meet our operating and financing needs for the next twelve months.
2. Installation of Additional LTE Sites Using $160 Million Drawn Under Sprint Notes:
Disclosures related to cost estimates per LTE site referenced from Clearwires Q4 2012 Earnings Call Transcript: This change in accounting treatment has no impact on the cost of the LTE build or our estimate for the total cost of equipment construction and services for the larger LTE build of up to 8000 sites remains at approximately $600 million. We expect approximately $200 million to $250 million of our LTE equipment spend for the total 8000 site builds to be financed under the vendor financing vehicle.
Exhibit B
SUMMARY OF TERMS FOR PROPOSED CREST NOTES
This is a summary (Summary of Terms), for discussion purposes only, of certain principal terms of a proposed interim debt financing of Clearwire Corporation (Clearwire) pursuant to the issuance of 1.00% exchangeable notes due 2018 (Notes) to Crest Financial Limited and its affiliates (Crest) (the Crest Financing). This Summary of Terms (1) does not constitute an offer of securities of Crest and (2) is not a binding agreement by Crest or any other person unless and until definitive agreements relating to the Crest Financing have been negotiated, approved, executed and delivered.
Summary of Terms of Notes
The terms of the Crest Financing would be substantially similar to the 1.00% exchangeable notes due 2018 issued by Clearwire to Sprint Nextel Corporation (the Sprint Financing), except as provided below:
Sprint Financing |
Crest Financing | |||
Issuers | Clearwire Communications, LLC and Clearwire Finance, Inc. | Same | ||
Guarantors | All wholly-owned domestic subsidiaries of Clearwire Communications, LLC | Same | ||
Aggregate Principal Amount | Up to $800 million, with $480 million in remaining availability ($160 million having been forfeited and $160 million having been drawn) | $240 million | ||
Draw Procedure | Clearwire may elect to draw in monthly installments of $80 million for up to 10 months beginning January 2013.
No draws were made in January or February and such amounts have been forfeited. Clearwire elected to draw $80 million in March 2013 and $80 million in April 2013. |
Clearwire may elect to draw in monthly installments of $80 million. | ||
Interest Rate | 1.00% per annum | Same | ||
Maturity | June 1, 2018 | Same |
Subordination | Subordinated to Clearwires existing 12% Senior Secured Notes due 2015 and 14.75% First-Priority Senior Secured Notes due 2016. | Same | ||
Collateral | None | Same | ||
Exchange Rate | Equivalent to a price of $1.50 per share, subject to anti-dilution protections. | Equivalent to a price of $2.00 per share, subject to anti-dilution protections. | ||
Exchange Conditions | Notes become exchangeable for shares of Clearwire common stock if (1) the Sprint-Clearwire Transaction is consummated or (2) the Sprint-Clearwire Merger Agreement is terminated. | Notes become exchangeable for shares of Clearwire common stock if (1) the Sprint-Clearwire Transaction (or alternative merger transaction) is consummated, (2) the Sprint-Clearwire Merger Agreement (or an alternative merger agreement) is terminated, (3) Clearwire defaults on the Notes, or (4) the Notes reach maturity. | ||
Required Approvals | None. | Clearwire would require the consent of Sprint to issue the Notes under the Sprint-Clearwire Merger Agreement. Crest would expect Sprint to give its consent. | ||
Pre-emptive Rights | Under Clearwires Equityholders Agreement, certain Clearwire stockholders would be entitled to participate pro rata in the Sprint Notes. These rights were waived in connection with the Sprint Financing. | Sprint and certain other Clearwire stockholders would be entitled to participate pro rata in the Notes. Crest would expect Sprint to waive its pro rata participation right in conjunction with its consent to the issuance of the Notes. | ||
Debt Covenants | None. However, Sprints consent is required for any issuance of debt under the Sprint-Clearwire Merger Agreement. | Clearwire covenants not to draw any additional amounts available under the Sprint Financing. | ||
Termination | Among other reasons, the Sprint Financing will terminate automatically if the Sprint-Clearwire Transaction is not approved by the Clearwire stockholders. | The Crest Financing will not terminate if Sprint-Clearwire Transaction is not approved by the Clearwire stockholders. | ||
Exhibit 3
FOR IMMEDIATE RELEASE:
CONTACT: Jeffrey Birnbaum, (202)661-6367, JBirnbaum@BGRPR.com
Crest Proposes Debt Financing to Clearwire As Alternative to Sprint Financing
HOUSTON, April 3, 2013 Crest Financial Limited, the largest minority shareholder of Clearwire Corporation (NASDAQ: CLWR), today proposed to provide Clearwire $240 million in financing through a convertible debt facility. The arrangement, described in a letter to Clearwires board, is superior to the financing provided by Sprint Nextel Corporation and designed to free Clearwire to explore alternatives to Sprints inadequate merger offer, Crest said. The Crest proposal is similarly structured as the Sprint financing with Clearwire but is more favorable to Clearwire and its minority shareholders.
According to Clearwires public disclosures, the proposed $240 million of financing would provide Clearwire with enough capital to build-out 2,000 LTE sites as planned and to pay its interest expenses in 2013. In addition with the $160 million that Clearwire has already received under the Sprint financing and cash on hand, Clearwire would have sufficient funds to build at least 2,133 sites above its 2,000 LTE site build-out plan. The proposed Crest financing would also provide Clearwires board with more time to consider alternatives to the proposed merger with Sprint. Among other alternatives, the Crest financing would allow Clearwire to continue as an independent company and execute its multi-customer business plan that the Clearwire boards own financial advisors, Evercore Group and Centerview Partners, concluded is the most profitable business strategy Clearwire could pursue. In addition, it would give the Clearwire board the opportunity to pursue sales of excess spectrum, such as to DISH Network Corporation, to provide more liquidity to Clearwire. Crest believes that DISH made a real and actionable proposal to purchase a portion of Clearwires excess spectrum some time ago but, for reasons known only to Clearwire, Clearwire has failed to complete such sale.
Under Crests proposal, Crest would provide $240 million of debt financing to Clearwire through a note purchase agreement. The Crest notes would be issued at 1% interest rate per annum (the same as the Sprint Notes) and with the same maturity date as the Sprint notes. The Crest notes would be exchangeable at $2.00 per share, a significant premium of 33.3% above the $1.50 per share Sprint notes exchange price. Crests proposal is not contingent on financing; Crest and its affiliates have sufficient funds available to fund the $240 million in full.
In addition to the higher exchange price of $2.00 a share, the Crest notes have several advantages to the Sprint notes. First, the Crest notes remain available even if Clearwires stockholders reject the - merger with Sprint. Second, if Clearwire were to draw on the Crest notes after the stockholders reject the merger with Sprint, the Crest notes would not become exchangeable until the maturity date in June 2018; by contrast, the Sprint notes are likely to become exchangeable in October 2013 (or sooner). Consequently, the Crest financing offers greater value to Clearwire stockholders by providing Clearwire with very inexpensive debt for a longer term and possibly avoiding substantial near-term dilution.
In a statement, David Schumacher, the General Counsel of Crest Financial Limited, said: Today, Crest has proposed to the Clearwires board an alternative: the liquidity it needs to continue the build-out of its TDD-LTE wireless network, to explore sales of excess spectrum to DISH or others to provide Clearwire with more liquidity, and to pursue a multi-customer strategy that ensures the highest value for its assets while at the same time avoiding additional draws on the coercive Sprint financing. To Crest, the benefits of our proposal to Clearwire and its stockholders are clear. The Sprint notes are intended to
leave Clearwires minority stockholders with the unfair choice of acquiescing to Sprints inadequate merger offer or suffering significant dilution at the hands of Sprint. Our proposal is aimed at breathing new life into Clearwire by providing the liquidity and time that Clearwire needs to pursue the profitable multi-customer plan that will bring significantly more value to Clearwires stockholders than the Sprint offer.
Crests proposed debt financing to Clearwires board can be found at http://www.bancroftpllc.com/crest/.
# # #
About Crest Financial Limited
Crest Financial Limited is a limited partnership under the laws of the State of Texas. Its principal business is investing in securities.
Important Legal Information
CREST FINANCIAL LIMITED AND OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS (THE PARTICIPANTS) IN A SOLICITATION OF PROXIES IN RESPECT OF THE PROPOSED MERGER OF CLEARWIRE WITH SPRINT NEXTEL CORPORATION. THE PARTICIPANTS INTEND TO FILE A PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. ALL INVESTORS AND SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER PROXY MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. INFORMATION REGARDING THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT AND INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, WILL BE CONTAINED IN SUCH PROXY STATEMENT AND OTHER PROXY MATERIALS. UPON REQUEST, THE PARTICIPANTS WILL PROVIDE COPIES OF THE PROXY STATEMENT AT NO CHARGE WHEN IT BECOMES AVAILABLE. THE PROXY STATEMENT AND ALL OTHER PROXY MATERIALS WILL ALSO BE AVAILABLE AT NO CHARGE ON THE SECURITIES AND EXCHANGE COMMISSIONS WEBSITE AT HTTP://WWW.SEC.GOV.
Forward-looking Statements
Certain statements contained herein are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as believe, expect, anticipate, intend, plan, should, may, will, believes, continue, strategy, position or the negative of those terms or other variations of them or by comparable terminology.
SOURCE: Crest Financial Limited