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. 13)*
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
May 16, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 2013. |
This Amendment No. 13 (this Amendment) amends and supplements 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) 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), Amendment No. 4 filed on March 20, 2013 (Amendment No. 4), Amendment No. 5 filed on April 4, 2013 (Amendment No. 5), Amendment No. 6 filed on April 9, 2013 (Amendment No. 6), Amendment No. 7 filed on April 11, 2013 (Amendment No. 7), Amendment No. 8 filed on April 23, 2013 (Amendment No. 8), Amendment No. 9 (Amendment No. 9) filed on April 25, 2013, Amendment No. 10 filed on May 7, 2013 (Amendment No. 10), Amendment No. 11 filed on May 9, 2013 (Amendment No. 11) and Amendment No. 12 filed on May 13, 2013 (Amendment No. 12).
Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs after the first paragraph thereof:
On May 17, 2013, CFL made available a letter to stockholders of the Issuer (the May 17 Letter to Stockholders) and issued a press release relating thereto (the May 17 Press Release). In the May 17 Letter to Stockholders, CFL explained several ways it believes that the Issuer could improve its financial position if the stockholders of the Issuer reject the proposed merger with Sprint Nextel Corporation (the Proposed Sprint-Clearwire Merger). A copy of the May 17 Letter to Stockholders is attached hereto as Exhibit 2 and a copy of the May 17 Press Release is attached hereto as Exhibit 3, each of which are incorporated herein by reference. The descriptions herein of the May 17 Letter to Stockholders and the May 17 Press Release are qualified in their entirety by reference to the May 17 Letter to Stockholders and the May 17 Press Release.
On May 16, 2013, CFL made available a letter to stockholders of the Issuer (the May 16 Letter to Stockholders) and issued a press release relating thereto (the May 16 Press Release). In the May 16 Letter to Stockholders, CFL detailed why it is asking stockholders of the Issuer to reject the Proposed Sprint-Clearwire Merger. A copy of the May 16 Letter to Stockholders is attached hereto as Exhibit 4 and a copy of the May 16 Press Release is attached hereto as Exhibit 5, each of which are incorporated herein by reference. The descriptions herein of the May 16 Letter to Stockholders and the May 16 Press Release are qualified in their entirety by reference to the May 16 Letter to Stockholders and the May 16 Press Release.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
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 May 17 Letter to Stockholders attached hereto as Exhibit 2, the May 17 Press Release attached hereto as Exhibit 3, the May 16 Letter to Stockholders attached hereto as Exhibit 4, the May 16 Press Release attached hereto as Exhibit 5, the Press Release attached to Amendment No. 12 as Exhibit 2, the Presentation to Stockholders attached to Amendment No. 11 as Exhibit 2, the Press Release attached to Amendment No. 11 as Exhibit 3, the Press Release attached to Amendment No. 10 as Exhibit 2, the Letter to Stockholders attached to Amendment No. 10 as Exhibit 3, the Power of Attorney for the Daria Daniel Trust attached to Amendment No. 10 as Exhibit 4, the Power of Attorney for the Thalia Daniel Trust attached to Amendment No. 10 as Exhibit 5, the Power of Attorney for the Naia Daniel Trust attached to Amendment No. 10 as Exhibit 6, the Power of Attorney for John M. Howland attached to Amendment No. 10 as Exhibit 7, the Press Release attached to Amendment No. 9 as Exhibit 2, the Power of Attorney for the Jamal and Rania Daniel Trust attached to Amendment No. 9 as Exhibit 3, the Power of Attorney for Jamal Daniel attached to Amendment No. 9 as Exhibit 4, the Power of Attorney for Rania Daniel attached to Amendment No. 9 as Exhibit 5, the Power of Attorney for Eric E. Stoerr attached to Amendment No. 9 as Exhibit 6, the Power of Attorney for the Halim Daniel Trust attached to Amendment No. 9 as Exhibit 7, the Power of Attorney for Halim Daniel attached to Amendment No. 9 as Exhibit 8, the Power of Attorney for Michael Wheaton attached to Amendment No. 9 as Exhibit 9, the Power of Attorney for Uniteg attached to Amendment No. 9 as Exhibit 10, the Board Letter attached to Amendment No. 8 as Exhibit 2, the April 23 Press Release attached to Amendment No. 8 as Exhibit 3, the April 22 Press Release attached to Amendment No. 8 as Exhibit 4, the FCC Letter attached to Amendment No. 8 as Exhibit 5, the Press Release attached to Amendment No. 7 as Exhibit 2, the Press Release attached to Amendment No. 6 as Exhibit 2, the FCC Letter attached to Amendment No. 6 as Exhibit 3, the Letter to the Board attached to Amendment No. 5 as Exhibit 2, the April 3 Press Release attached to Amendment No. 5 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 May 17, 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 by Crest Financial Limited to the stockholders of Clearwire Corporation made available on May 17, 2013 | |
Exhibit 3 | Press Release by Crest Financial Limited dated as of May 17, 2013 | |
Exhibit 4 | Letter by Crest Financial Limited to the stockholders of Clearwire Corporation made available on May 16, 2013 | |
Exhibit 5 | Press Release by Crest Financial Limited dated as of May 16, 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: May 17, 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/ Pamela E. Powers | |||
Name: Pamela E. Powers | ||||
Title: Attorney-in-fact |
JAMAL DANIEL | ||||
by | /s/ Pamela E. Powers | |||
Name: Pamela E. Powers | ||||
Title: Attorney-in-fact |
RANIA DANIEL | ||||
by | /s/ Pamela E. Powers | |||
Name: Pamela E. Powers | ||||
Title: Attorney-in-fact |
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 2003 TRUST | ||||
by | /s/ Pamela E. Powers | |||
Name: Pamela E. Powers | ||||
Title: Attorney-in-fact |
THALIA DANIEL 2003 TRUST | ||||
by | /s/ Pamela E. Powers | |||
Name: Pamela E. Powers | ||||
Title: Attorney-in-fact |
NAIA DANIEL 2003 TRUST | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Attorney-in-fact | ||
JOHN M. HOWLAND | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Attorney-in-fact | ||
ERIC E. STOERR | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Attorney-in-fact | ||
HALIM DANIEL 2012 TRUST | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Attorney-in-fact | ||
HALIM DANIEL | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Attorney-in-fact | ||
MICHAEL WHEATON | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Attorney-in-fact | ||
UNITEG HOLDING SA | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Attorney-in-fact | ||
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 May 13, 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 by Crest Financial Limited to the stockholders of Clearwire Corporation made available on May 17, 2013 | |
Exhibit 3 | Press Release by Crest Financial Limited dated as of May 17, 2013 | |
Exhibit 4 | Letter by Crest Financial Limited to the stockholders of Clearwire Corporation made available on May 16, 2013 | |
Exhibit 5 | Press Release by Crest Financial Limited dated as of May 16, 2013 |
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 17th day of May, 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/ Pamela E. Powers | |||
Name: Pamela E. Powers | ||||
Title: Attorney-in-fact |
JAMAL DANIEL | ||||
by | /s/ Pamela E. Powers | |||
Name: Pamela E. Powers | ||||
Title: Attorney-in-fact |
RANIA DANIEL | ||||
by | /s/ Pamela E. Powers | |||
Name: Pamela E. Powers | ||||
Title: Attorney-in-fact |
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 2003 TRUST | ||||
by | /s/ Pamela E. Powers | |||
Name: Pamela E. Powers | ||||
Title: Attorney-in-fact |
THALIA DANIEL 2003 TRUST | ||||
by | /s/ Pamela E. Powers | |||
Name: Pamela E. Powers | ||||
Title: Attorney-in-fact |
NAIA DANIEL 2003 TRUST | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Attorney-in-fact |
JOHN M. HOWLAND | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Attorney-in-fact |
ERIC E. STOERR | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Attorney-in-fact |
HALIM DANIEL 2012 TRUST | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Attorney-in-fact |
HALIM DANIEL | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Attorney-in-fact |
MICHAEL WHEATON | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Attorney-in-fact |
UNITEG HOLDING SA | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Attorney-in-fact |
CREST SWITZERLAND LLC | ||
by | /s/ Pamela E. Powers | |
Name: Pamela E. Powers | ||
Title: Manager |
Exhibit 2
CREST FINANCIAL LIMITED
JPMorgan Chase Tower
600 Travis, Suite 6800
Houston, Texas 77002
May 17, 2013
Dear Fellow Clearwire Stockholders:
In our letter dated May 15, 2013, Crest Financial Limited (Crest) explained a number of reasons why you should vote AGAINST the proposed merger (the Sprint-Clearwire Merger) of Clearwire Corporation (Clearwire or the Company) with Sprint Nextel Corporation (Sprint). As we said in that letter and on other occasions, Sprints offer grossly undervalues Clearwire and its spectrum assets.
Many of you may be asking yourselves what will happen to Clearwire after you and the other Clearwire stockholders vote AGAINST the Sprint-Clearwire Merger? In our public statements and correspondence with our fellow stockholders, we have shown a number of different paths forward for Clearwire. Today, we want to focus on one in particular, which we mentioned in our May 15 letter: After we reject the Sprint-Clearwire Merger, the true bidding for Clearwire may begin, and therefore the Clearwire board of directors (the Clearwire Board) would be required to conduct a real and transparent process to seek direct bids for 100% of the Clearwire shareswhether those bids are from SoftBank Corp. (SoftBank), DISH Network (DISH), or another suitor. As we will explain further below, we believe that there are several scenarios that can be imagined in which direct bidding for Clearwire could occur.
In our May 15 letter, we discussed the bidding war underway between SoftBank and DISH for control of Clearwires valuable wireless spectrum. As we noted, SoftBank and DISH have not been bashful about their desire for Clearwire. SoftBanks CEO Masayoshi Son has publicly proclaimed that, in the Sprint-SoftBank transaction, Clearwires spectrum is the key. At the same time, DISH Chairman Charlie Ergen has been equally transparent in his quest for Clearwire. Like SoftBanks chief executive, Mr. Ergen see[s] huge value in Sprint-Clearwire. In fact, DISH initially bid directly for Clearwire. As Mr. Ergen recently explained, DISH would have liked to acquire Clearwire in its entirety, obviously, but unbeknownst to [DISH], theyd sold control to Sprint, and he also said that the reason DISH made its offer to acquire Sprint was because DISH concluded that, after dealing with the Clearwire Board, theres really no way to acquire [Clearwire] without acquiring Sprint and it accordingly shifted its interest to Sprint.
As we further explained, this bidding war is not taking place through direct bids for Clearwire, which would benefit all of Clearwires stockholders. Instead, it is currently taking place through competing offers for Sprint. However, we envision scenarios where this quickly changes and Clearwire becomes the direct target of the suitors looking to acquire control of Clearwires valuable spectrum. After we the stockholders have rejected Sprints unfair offer, the Clearwire Board will be free to terminate the Sprint-Clearwire merger agreement, consider direct bids from DISH, SoftBank, or others for 100% of Clearwire, and recommend in favor of such a direct bid. At that time, the merger agreement itself will no longer constrain the Clearwire Boards consideration of such alternatives. And Sprint will not have the ability under any other agreement, including the Equityholders Agreement, to prevent the Clearwire Board from considering and recommending
such alternatives. Such alternatives promise to turn what has been an unfair unilateral deal process with Sprint into a competitive process for Clearwire. For that to happen, however, we the stockholders need to reject the Sprint merger. And the Clearwire Board needs to rebuff subsequent incremental bids by Sprint, which will only be obstacles to thwart alternative offers. We believe that competitive process to be the only way through which we Clearwire stockholders would realize its true value.
The scenarios we envision arise from a simple questionthat is, what will DISH or SoftBank do if it is not the winning bidder for Sprint?
Scenario #1Sprint Board Rejects DISH Offer/Accepts SoftBank Offer: If the Sprint board of directors rejects DISHs recent offer and continues forward with SoftBank, how would DISH respond? It is public knowledge that DISH now has significant capital available to pursue alternatives for spectrum. We believe that it is not beyond reason, particularly given DISHs prior actions, that DISH could use this capital to make another, perhaps firmer, direct bid for 100% of Clearwire.
Scenario #2Sprint Board Rejects SoftBank Offer/Accepts DISH Offer: If the Sprint board of directors decides that DISHs recent offer is superior to the SoftBank offer and elects to terminate Sprints merger agreement with SoftBank, what does SoftBank do? It is not farfetched to imagine a scenario where SoftBank, instead of increasing its offer for Sprint, takes the termination fee that Sprint would be required to pay and submits a direct bid for 100% of Clearwire.
How this could play out is anybodys guess, but one thing is for sure: it will not play out before the contest for Sprint is settled. Before then, we the Clearwire shareholders need to hold firm and reject Sprints attempt to lockdown Clearwire for cheap. Surely there are countless other scenarios regarding Sprints fate or an acquisition of Clearwire that could present themselves and that would benefit Clearwires minority shareholders. However, what we do know is this: Unless we all vote AGAINST the Sprint-Clearwire Merger, we Clearwire stockholders will not have the opportunity to see whether DISH, SoftBank, or another suitor, would make an offer for Clearwire that ultimately could benefit all Clearwire stockholders.
If any of these scenarios were to play out, the Clearwire Board would be under heightened scrutiny to obtain an offer that is in the best interests of all Clearwire shareholders, not just Sprint. As we all know, the Clearwire Board owes fiduciary duties to all of the Clearwire stockholders, not just Sprint, and those fiduciary duties are heightened in situations where the Company is for sale. We believe that, if Clearwire stockholders do reject the Sprint-Clearwire Merger, the spotlight on the Clearwire Board and its activities will be even brighter
As we have explained in other public disclosures, we believe that the value of Clearwires spectrum increases every day with the advent and development of the TDD-LTE technology that can utilize the same spectrum that Clearwire holds. We believe this is one reason why both SoftBank and DISH desperately want to control Clearwires spectrum. We therefore believe that, if the scenarios we suggest become real, the Company could receive bids that reflect the true value of the Company, which, in our view, far exceeds the $2.97 per share that Sprint has offered. Moreover, if the Company were to attract bids in excess of the price Sprint has offered, the Clearwire Board would be duty bound to pursue the offer and ultimately recommend that the Clearwire stockholders accept the offer. Indeed, if the Clearwire Board believes that Sprints
2
$2.97 per share offer is a fair price, we believe that it must conclude that any price higher than that is even better for Clearwires stockholders.
We also believe that the Clearwire Board would have to make this recommendation to support a higher price for Clearwire shares even if Sprint is the majority stockholder and even if Sprint has indicated that it is not an interested seller. Sprints controlling position in Clearwire does not relieve the Clearwire Board of its fiduciary duty to seek the best price it can get for Clearwire in a sale, including if that means looking beyond Sprint as the only possible suitor for Clearwire.
Some may argue that our possible scenarios will not play out for one simple fact: Sprint will not sell its shares in Clearwire. Indeed, we understand that Sprint cannot be forced to sell its stake in Clearwire. However, we can envision a scenario where Sprint could be a seller. This could occur if bids for Clearwire were high enough to convince the Sprint board of directors that, in exercising their fiduciary duties, a sale of Sprints Clearwire stock is in the best interests of Sprint and its stockholders. We could envision a scenario in which such a decision was a rational outcome. If this circumstance were to present itself to the Sprint board of directors, it could determine that Sprint could carry on its current business without controlling Clearwire. Such a determination could be based on the following: Sprint would have already received a significant influx of cash (over $3 billion) from SoftBank. In addition, Sprint would receive a significant amount of additional cash through the sale of its Clearwire shares, which would provide Sprint with an opportunity to reduce its debt and gain additional liquidity. And, finally, Sprint would still have access to Clearwires spectrum through its existing 4G MVNO Agreement with Clearwire.
On the other hand, if Sprint were to prevent a sale of the Company, we ask you: What does that say about Sprints assertions regarding the value of Clearwire? Sprint believes that its $2.97 per share price is fair to Clearwires minority stockholders. If the Clearwire Board were to conduct the sales process we describe here and obtain a better offer than the Sprint offer, how could Sprint say with a straight face that such an offer is not better for Clearwires minority stockholders? We would say: It cant. If Sprint were to reject another offer for Clearwire it would do so only if it were certain of one thingthat the Clearwire spectrum is much more valuable than its $2.97 per share price reflects.
Therefore, we believe that your vote AGAINST the Sprint-Clearwire Merger will allow the Clearwire Board to have another opportunity to unleash the value of Clearwire through a sales process that seeks direct biddersthat is, bidders other than its controlling stockholder Sprintto make an offer for 100% of the Company.
* * *
We also want to bring to your attention two other issues for you to consider:
First, as we have stated in other public disclosures, Crest and other Clearwire stockholders have filed suit in the Delaware Court of Chancery alleging breaches of fiduciary duty by Sprint and the Clearwire Board and challenging the fairness of the Sprint-Clearwire Merger. Among the issues raised in those law suits is whether the Voting and Support Agreement should be struck down or enjoined. Recall that this is an agreement pursuant to which Intel Capital Corporation (and related entities), Comcast Wireless Investment, LLC, and BHN Spectrum Investments, LLC, who are Clearwire shareholders and, more importantly for this issue, are parties to the governing Equityholders Agreement, agreed to vote for the Sprint-Clearwire Merger.
3
Crest continues to weight its options on how it would proceed from a litigation standpoint if the Sprint-Clearwire Merger were approved. As we have noted in the past, the presiding judge in the pending litigation has said that I think there are colorable claims here. We also believe that this judge recognized that there are circumstances in which a transaction can be rescinded. If we do pursue our claims that the terms of the Sprint-Clearwire Merger, including this Voting and Support Agreement, were coercive and unfair to the minority stockholders, we will not hesitate to take the judge at his word and argue that the Sprint-Clearwire Merger should be rescinded based on the coercive Voting and Support Agreement and other merger terms to which the Clearwire Board inexcusably agreed.
Second, as we also have noted in some of our other public disclosures, even if the Clearwire stockholders approve the Sprint-Clearwire Merger, other important conditions must be satisfied before the Sprint-Clearwire Merger can be consummated. Approval by the Federal Communications Commission (the FCC) of Sprints and its acquirers taking control of Clearwires spectrum also must be obtained. The FCC is currently considering Sprints and SoftBanks joint application to take control of Clearwires spectrum. However, the FCCs approval of this application is not certain. In fact, just yesterday, DISH sent a letter to the FCC asking it either to hold this proceeding in abeyance or to initiate a further evaluation by designating the SoftBank/Sprint application for a hearing. DISHs reason for making this request is its assertion that DISH has reportedly been the target of possible extortionate behavior on the part of SoftBank arising from SoftBank reportedly having threatened banks that would fund DISHs offer for Sprint with possible exclusion from participation in the planned initial public offering of the Chinese e-commerce company Alibaba Group, in which SoftBank apparently has a 33% equity stake. These allegations are serious and may give the FCC reason to delay the approval that is needed before the Sprint-Clearwire Merger can close.
* * *
For all of the foregoing reasons as well as the reasons stated in Crests proxy materials, we urge you to vote AGAINST the Sprint-Clearwire Merger by signing and returning the GOLD proxy card.
Crest urges all stockholders NOT to sign or return any WHITE proxy card sent to you by the Company.
If you have already returned the WHITE proxy card, you can effectively revoke it by voting the GOLD proxy card. The GOLD proxy card will provide instructions on how to vote on-line. Only your latest-dated proxy card or vote will be counted.
If you have any questions or need assistance in voting the GOLD proxy card, please contact our proxy solicitor, D.F. King & Co., Inc. at 1-800-949-2583 (toll-free). To access Crests definitive proxy statement at no charge, please visit the following website: http://www.dfking.com/clwr.
Sincerely yours,
/s/ David K. Schumacher
David K. Schumacher
General Counsel
Crest Financial Limited
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*************************************************************************************
About Crest Financial Limited
Crest is a limited partnership under the laws of the State of Texas. Its principal business is investing in securities.
Important Legal Information
In connection with the Sprint-Clearwire Merger, Crest and other persons (the Participants) have filed a definitive proxy statement with the U.S. Securities and Exchange Commission (SEC). The definitive proxy statement has been mailed to the stockholders of Clearwire. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ALL OTHER PROXY MATERIALS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS, CLEARWIRE, AND THE SPRINT-CLEARWIRE MERGER. The definitive proxy statement and all other proxy materials filed with the SEC are available at no charge on the SECs website at http://www.sec.gov. In addition, the definitive proxy statement is also available at no charge on the website of the Participants proxy solicitor at http://www.dfking.com/clwr.
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.
5
Exhibit 3
FOR IMMEDIATE RELEASE:
CONTACT: Jeffrey Birnbaum, (202) 661-6367, JBirnbaum@BGRPR.com
Crest Financial Offers Positive Scenarios If Stockholders Block Sprint-Clearwire Merger
Urges Clearwire Stockholders to Vote Against Sprint-Clearwire Combination
HOUSTON, May 17, 2013 Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), sent a letter to Clearwire stockholders today explaining the many ways that Clearwire could improve its financial position if they reject the proposed merger with Sprint Nextel Corporation. Specifically, the letter explains that there are several scenarios that can be imagined in which direct bidding for Clearwire could occur.
The letter states that there is a bidding war underway between SoftBank and DISH for control of Clearwires valuable wireless spectrum. But this bidding war is not taking place through direct bids for Clearwire, which would benefit all of Clearwires stockholders. Instead, it is currently taking place through competing offers for Sprint.
However, Crest envision[s] scenarios where this quickly changes and Clearwire becomes the direct target of the suitors looking to acquire control of Clearwires valuable spectrum, if the Clearwire stockholders reject the proposed merger with Sprint. At that time, the Clearwire Board will be free to terminate the Sprint-Clearwire merger agreement, consider direct bids from DISH, SoftBank, or others for 100% of Clearwire, and recommend in favor of such a direct bid.
Crest further explains: Such alternatives promise to turn what has been an unfair unilateral deal process with Sprint into a competitive process for Clearwire. For that to happen, however, we the stockholders need to reject the Sprint merger. And the Clearwire Board needs to rebuff subsequent incremental bids by Sprint, which will only be obstacles to thwart alternative offers. We believe that competitive process to be the only way through which we Clearwire stockholders would realize its true value.
The letter then identifies potential scenarios in which Clearwire becomes the direct target of a bidding war:
Scenario #1Sprint Board Rejects DISH Offer/Accepts SoftBank Offer: If the Sprint board of directors rejects DISHs recent offer and continues forward with SoftBank, how would DISH respond? It is public knowledge that DISH now has significant capital available to pursue alternatives for spectrum. We believe that it is not
beyond reason, particularly given DISHs prior actions, that DISH could use this capital to make another, perhaps firmer, direct bid for 100% of Clearwire.
Scenario #2Sprint Board Rejects SoftBank Offer/Accepts DISH Offer: If the Sprint board of directors decides that DISHs recent offer is superior to the SoftBank offer and elects to terminate Sprints merger agreement with SoftBank, what does SoftBank do? It is not farfetched to imagine a scenario where SoftBank, instead of increasing its offer for Sprint, takes the termination fee that Sprint would be required to pay and submits a direct bid for 100% of Clearwire.
Crest states: How this could play out is anybodys guess, but one thing is for sure: it will not play out before the contest for Sprint is settled. Before then, we the Clearwire shareholders need to hold firm and reject Sprints attempt to lockdown Clearwire for cheap. Surely there are countless other scenarios regarding Sprints fate or an acquisition of Clearwire that could present themselves and that would benefit Clearwires minority shareholders. However, what we do know is this: Unless we all vote AGAINST the Sprint-Clearwire Merger, we Clearwire stockholders will not have the opportunity to see whether DISH, SoftBank, or another suitor, would make an offer for Clearwire that ultimately could benefit all Clearwire stockholders.
The letter adds: If any of these scenarios were to play out, the Clearwire Board would be under heightened scrutiny to obtain an offer that is in the best interests of all Clearwire shareholders, not just Sprint. As we all know, the Clearwire Board owes fiduciary duties to all of the Clearwire stockholders, not just Sprint, and those fiduciary duties are heightened in situations where the Company is for sale. We believe that, if Clearwire stockholders do reject the Sprint-Clearwire Merger, the spotlight on the Clearwire Board and its activities will be even brighter.
The letter also states Crests belief that the value of Clearwires spectrum increases every day with the advent and development of the TDD-LTE technology that can utilize the same spectrum that Clearwire holds. For this reason, Crest believes that Clearwire could receive bids that reflect the true value of the Company, which, in [Crests] view, far exceeds the $2.97 per share that Sprint has offered. Crest also explains that, if the Clearwire Board believes that Sprints $2.97 per share offer is a fair price, it must conclude that any price higher than that is even better for Clearwires stockholders. And the Clearwire Board would have to make this recommendation to support a higher price for Clearwire shares even if Sprint is the majority stockholder and even if Sprint has indicated that it is not an interested seller.
The letter states that Crest understand[s] that Sprint cannot be forced to sell its stake in Clearwire but that Crest can envision a scenario where Sprint could be a seller. Specifically, [t]his could occur if bids for Clearwire were high enough to convince the Sprint board of directors that, in exercising their fiduciary duties, a sale of Sprints Clearwire stock is in the best interests of Sprint and its stockholders. Specifically,
Sprints board of directors could determine that Sprint could carry on its current business without controlling Clearwire based on Sprints already significant influx of cash (over $3 billion) from SoftBank, the significant amount of additional cash through the sale of its Clearwire shares, and the fact that Sprint would still have access to Clearwires spectrum through its existing 4G MVNO Agreement with Clearwire. Meanwhile, [i]f Sprint were to reject another offer for Clearwire it would do so only if it were certain of one thingthat the Clearwire spectrum is much more valuable than its $2.97 per share price reflects.
The letter raises two other issues for the stockholders consideration.
First, Crest and other Clearwire stockholders have filed suit in the Delaware Court of Chancery alleging breaches of fiduciary duty by Sprint and the Clearwire Board and challenging the fairness of the Sprint-Clearwire Merger. The letter states that Crest continues to weigh its options on how it would proceed from a litigation standpoint if the Sprint-Clearwire Merger were approved and notes that the presiding judge in the pending litigation has said that I think there are colorable claims here.
Second, the letter explains that even if the Clearwire stockholders approve the Sprint-Clearwire Merger, [a]pproval by the Federal Communications Commission (the FCC) of Sprints and its acquirers taking control of Clearwires spectrum also must be obtained. Though the FCC is currently considering Sprints and SoftBanks joint application to take control of Clearwires spectrum, the agencys approval of this application is not certain. Crests letter notes that, just yesterday, DISH sent a letter to the FCC asking it either to hold this proceeding in abeyance or to initiate a further evaluation by designating the SoftBank/Sprint application for a hearing because DISH has reportedly been the target of possible extortionate behavior on the part of SoftBank.
Based on all this, Crest concludes that a stockholder vote AGAINST the Sprint-Clearwire Merger will allow the Clearwire Board to have another opportunity to unleash the value of Clearwire through a sales process that seeks direct biddersthat is, bidders other than its controlling stockholder Sprintto make an offer for 100% of the Company.
D.F. King & Co, Inc. has been retained by Crest to assist it in the solicitation of proxies in opposition to the merger. If stockholder have any questions or need assistance in voting the GOLD proxy card, please call D.F. King & Co. at (800) 949-2583. The full letter can be found at http://www.dfking.com/clwr or http://www.bancroftpllc.com/crest.
About Crest Financial Limited
Crest Financial Limited (Crest) is a limited partnership under the laws of the State of Texas. Its principal business is investing in securities.
Important Legal Information
In connection with the proposed merger of Clearwire Corporation (Clearwire) with Sprint Nextel Corporation (the Proposed Sprint Merger), Crest and other persons (the Participants) have filed a definitive proxy statement with the U.S. Securities and Exchange Commission (SEC). The definitive proxy statement was mailed to the stockholders of Clearwire on or about May 6, 2013. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, WHICH IS AVAILABLE NOW, AND THE PARTICIPANTS OTHER PROXY MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS, CLEARWIRE AND THE PROPOSED SPRINT MERGER. The definitive proxy statement and all other proxy materials filed with the SEC are available at no charge on the SECs website at http://www.sec.gov. In addition, the definitive proxy statement is also available at no charge on the website of the Participants proxy solicitor at http://www.dfking.com/clwr.
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.
Exhibit 4
CREST FINANCIAL LIMITED
JPMorgan Chase Tower
600 Travis, Suite 6800
Houston, Texas 77002
May 15, 2013
Dear Fellow Clearwire Stockholders:
Crest Financial Limited (Crest), together with its affiliates and other related persons, owns approximately 8.2% of the outstanding Class A common stock of Clearwire Corporation (Clearwire or the Company) and is the largest independent, minority stockholder of Clearwire.
We have been long-time investors in Clearwire. Our investment in Clearwire dates back to June 2004 when one of our affiliates sold spectrum assets to Clearwire in exchange for shares in the Company, of which Crest received approximately 1.4 million shares. Our belief in the potential of Clearwire is demonstrated by the substantial investment we have made and maintained in the Company since that time.
Now is not the time to approve the proposed merger (the Sprint-Clearwire Merger) of Clearwire with Sprint Nextel Corporation (Sprint). As we have said repeatedly, Sprints offer grossly undervalues Clearwire and its spectrum assets. In addition, there is a bidding war underway between SoftBank Corp. (SoftBank) and DISH Network (DISH) for control of Clearwires valuable wireless spectrum. But the bidding war is not taking place through direct bids for Clearwire, which would benefit all of Clearwires stockholders. Instead, it is taking place through competing offers for Sprint, which will benefit only Sprint and its stockholders, because Sprint has announced that it will not approve any direct offers for Clearwire other than its own. Clearwires minority stockholders should not permit Sprint to divert Clearwires value solely to itself.
SoftBank and DISH have not been bashful about their desire for Clearwire. SoftBanks CEO Masayoshi Son has publicly proclaimed that, in the Sprint-SoftBank transaction, Clearwires spectrum is the key. We believe SoftBank was intimately involved in Sprints negotiations with Clearwire for that reason. In addition, SoftBank required, as an express condition of its own proposed merger with Sprint, that Sprint purchase enough equity in Clearwire to give it control over the Clearwire Board. Sprint satisfied this condition by acquiring the Clearwire shares owned by Eagle River Investments LLC. According to Son, that is good enough because, even if the Sprint-Clearwire Merger fails, Sprint and its ultimate suitor could prohibit any sales of frequency to outsiders and so on.
But Sprints dominance of Clearwire is not foreordained. If you, the stockholders, reject the unfair Sprint-Clearwire Merger, and Sprint or Clearwire take any steps that harm the interests of the minority Clearwire stockholders, Crest will take the actions it believes necessary to protect its interest as one of these minority stockholders.
DISH Chairman Charlie Ergen has been equally transparent in his quest for Clearwire. Like SoftBanks chief executive, Ergen see[s] huge value in Sprint-Clearwire. In fact, DISH initially bid directly for Clearwire. But that proposal was never given meaningful consideration because
Sprint expressly stated that it would not approve the deal under the Sprint-Clearwire Merger Agreement. As Ergen recently explained, DISH would have liked to acquire Clearwire in its entirety, obviously, but unbeknownst to [DISH], theyd sold control to Sprint. Thus, DISH concluded that theres really no way to acquire [Clearwire] without acquiring Sprint and it accordingly shifted its interest to Sprint. This is a serious offer for Sprint, and through Sprint, for Clearwire. In fact, just yesterday DISH announced an approximately $2.5 billion debt offering in connection with its bid for Sprint. DISH has also confirmed that it has met with advisors to the Special Committee of the Sprint Board of Directors and responded to all questions posed by the Special Committee about the proposed takeover.
As this indirect bidding war is heating up, Clearwires Board of Directors has continued what we believe are its unfounded threats of insolvency and default. Clearwire has promoted the Sprint-Clearwire Transaction by suggesting that an additional $1.7 billion is needed to keep Clearwire operational and that the Sprint-Clearwire Merger is necessary to secure this additional funding. At the same time, the Company has raised the specter of missing interest payments on existing debt. But during a recent earnings call, Clearwire assured investors that it would have enough cash to fund its operations until the first quarter of 2014, even if it does not raise any additional financing. And SoftBanks CEO Masayoshi Son has publicly stated that Sprint would prevent Clearwire from bankruptcy, even if the stockholders do not approve the Sprint-Clearwire Merger. These assurances undermine the Companys baseless threats.
Stockholders need not accept a grossly unfair Sprint deal. The Company has alternatives to Sprint. For months, we and other stockholders have endorsed the sale of excess spectrum to enable Clearwire to improve its liquidity, pursue its build-out plans, and explore alternatives to being dominated by Sprint. DISH bid directly for Clearwire before being diverted to pursue Clearwire indirectly through its bid for Sprint. Verizon has offered to purchase spectrum leases from Clearwire. And Crest and Aurelius have offered the Company alternative financing. We believe that if the Companys merger with Sprint is consummated, Sprint will receive all of the value that DISH, Verizon and other spectrum buyers are currently offering Clearwire and its stockholders.
We believe allowing Sprint to consummate the Sprint-Clearwire Merger will leave enormous value on the table for Clearwire stockholdersvalue that will assuredly be captured by Sprint and its ultimate acquirer. We believe that one way in which Sprint and its ultimate acquirer could capture this value is by using its controlling position in Clearwire to cause it to sell its excess spectrum and, instead of using these proceeds to build-out Clearwires network, Sprint could use these proceeds to pay down some portion of the debt that was incurred to purchase Sprint in the first place. It is no secret that both SoftBank and DISH intend to incur a significant amount of debt to purchase Sprint. Each of SoftBank and DISH also claim that it will be able to reduce this debt burden over a relatively short period of time. We believe that a sale of excess Clearwire spectrum is one way in which this de-leveraging could occur. However, we believe that Sprint and its ultimate acquirer would be able to use the excess Clearwire spectrum for this purpose ONLY IF Sprint controls 100% of Clearwire. Our view is based on the following: First, unless Sprint owns 100% of Clearwires stock, Clearwire could not distribute the proceeds from such a sale of spectrum to just Sprint. Second, we believe that if Sprint, through its controlling position in Clearwire, were to cause Clearwire to sell excess spectrum while litigation is pending over the conduct of Sprint, Clearwire, and the Clearwire Board, such a sale could adversely affect the position of these parties in such a proceeding if such a sale were made at the values we believe should be attributed to Clearwires spectrum. Thus, a successful vote AGAINST the
2
Sprint-Clearwire Merger would prevent Sprint from benefiting from the Clearwire spectrum assets in this way at the expense of the Clearwire stockholders.
SoftBanks CEO Son recently said that Clearwire stockholders like Crest that have urged Clearwire to seek a better deal can stay as shareholders for however long they want. We are happy with just 65 percent [of Clearwire stock]. For all of the reasons stated above, we do not believe this statement. We firmly believe that, if Sprint does not control 100% of Clearwire, the value that Sprints suitors have attached to Sprint dissipates, while, at the same time, Clearwires minority stockholders will still have the opportunity to realize that value for themselves.
* * *
In short, Clearwire is the ultimate prize in the intensifying battle for Sprint. It is time to lift the veil off of these back-to-back merger transactions so Clearwire stockholders can see them for what they arean attempt to take value from the Clearwire stockholders without offering them fair value. We do not believe that this or any other offer from Sprint can reflect the true value of Clearwire. Only when SoftBank, DISH, or another suitor for the Clearwire spectrum makes a direct offer for the Clearwire stock or Clearwires assets will this true value be discovered.
As we believe, and have said in numerous public communications, all of Clearwires stockholdersnot just its controlling stockholder, and not just Sprints ultimate suitorshould receive the benefit of the Companys value. Therefore, a vote AGAINST the Sprint-Clearwire Merger will deny Sprint and its suitors from realizing the value of Clearwires spectrum at the expense of the minority stockholders unless and until a price is offered for the Clearwire shares or Clearwires spectrum assets that the minority stockholders believe is fair.
For all of the foregoing reasons as well as the reasons stated in Crests proxy materials, we urge you to vote AGAINST the Sprint-Clearwire Merger by signing and returning the GOLD proxy card.
Crest urges all stockholders NOT to sign or return any WHITE proxy card sent to you by the Company.
If you have already returned the WHITE proxy card, you can effectively revoke it by voting the GOLD proxy card. The GOLD proxy card will provide instructions on how to vote on-line. Only your latest-dated proxy card or vote will be counted.
If you have any questions or need assistance in voting the GOLD proxy card, please contact our proxy solicitor, D.F. King & Co., Inc. at 1-800-949-2583 (toll-free). To access Crests definitive proxy statement at no charge, please visit the following website: http://www.dfking.com/clwr.
Sincerely yours,
/s/ David K. Schumacher
David K. Schumacher
General Counsel
Crest Financial Limited
3
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About Crest Financial Limited
Crest is a limited partnership under the laws of the State of Texas. Its principal business is investing in securities.
Important Legal Information
In connection with the Sprint-Clearwire Merger, Crest and other persons (the Participants) have filed a definitive proxy statement with the U.S. Securities and Exchange Commission (SEC). The definitive proxy statement has been mailed to the stockholders of Clearwire. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ALL OTHER PROXY MATERIALS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS, CLEARWIRE, AND THE SPRINT-CLEARWIRE MERGER. The definitive proxy statement and all other proxy materials filed with the SEC are available at no charge on the SECs website at http://www.sec.gov. In addition, the definitive proxy statement is also available at no charge on the website of the Participants proxy solicitor at http://www.dfking.com/clwr.
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.
4
Exhibit 5
FOR IMMEDIATE RELEASE:
CONTACT: Jeffrey Birnbaum, (202) 661-6367, JBirnbaum@BGRPR.com
Crest Financial Urges Clearwire Stockholders to Vote Against Sprint-Clearwire Merger
New Letter Highlights Scheme by Sprint to Capture Clearwire Value
HOUSTON, May 16, 2013 Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), yesterday sent a letter to Clearwire stockholders detailing why it is asking Clearwire stockholders to reject the proposed merger with Sprint Nextel Corporation.
The letter reiterates Crests belief that Clearwire and its trove of spectrum is the ultimate prize in the intensifying battle for Sprint. The Sprint effort to merge with Clearwire is really an attempt to take value from the Clearwire stockholders without offering them fair value, the letter states.
The letter also states:
We believe allowing Sprint to consummate the Sprint-Clearwire Merger will leave enormous value on the table for Clearwire stockholdersvalue that will assuredly be captured by Sprint and its ultimate acquirer. We believe that one way in which Sprint and its ultimate acquirer could capture this value is by using its controlling position in Clearwire to cause it to sell its excess spectrum and, instead of using these proceeds to build-out Clearwires network, Sprint could use these proceeds to pay down some portion of the debt that was incurred to purchase Sprint in the first place. It is no secret that both SoftBank and DISH intend to incur a significant amount of debt to purchase Sprint. Each of SoftBank and DISH also claim that it will be able to reduce this debt burden over a relatively short period of time. We believe that a sale of excess Clearwire spectrum is one way in which this de-leveraging could occur. However, we believe that Sprint and its ultimate acquirer would be able to use the excess Clearwire spectrum for this purpose ONLY IF Sprint controls 100% of Clearwire. Our view is based on the following: First, unless Sprint owns 100% of Clearwires stock, Clearwire could not distribute the proceeds from such a sale of spectrum to just Sprint. Second, we believe that if Sprint, through its controlling position in Clearwire, were to cause Clearwire to sell excess spectrum while litigation is pending over the conduct of Sprint, Clearwire, and the Clearwire Board, such a sale could adversely affect the position of these parties in such a proceeding if such a sale were made at the values we believe should be attributed to Clearwires spectrum. Thus, a successful vote AGAINST the Sprint-
Clearwire Merger would prevent Sprint from benefiting from the Clearwire spectrum assets in this way at the expense of the Clearwire stockholders.
SoftBanks CEO Son recently said that Clearwire stockholders like Crest that have urged Clearwire to seek a better deal can stay as shareholders for however long they want. We are happy with just 65 percent [of Clearwire stock]. For all of the reasons stated above, we do not believe this statement. We firmly believe that, if Sprint does not control 100% of Clearwire, the value that Sprints suitors have attached to Sprint dissipates, while, at the same time, Clearwires minority stockholders will still have the opportunity to realize that value for themselves.
In short, Clearwire is the ultimate prize in the intensifying battle for Sprint. It is time to lift the veil off of these back-to-back merger transactions so Clearwire stockholders can see them for what they arean attempt to take value from the Clearwire stockholders without offering them fair value. We do not believe that this or any other offer from Sprint can reflect the true value of Clearwire. Only when SoftBank, DISH, or another suitor for the Clearwire spectrum makes a direct offer for the Clearwire stock or Clearwires assets will this true value be discovered.
D.F. King & Co, Inc. has been retained by Crest to assist it in the solicitation of proxies in opposition to the merger. If stockholder have any questions or need assistance in voting the GOLD proxy card, please call D.F. King & Co. at (800) 949-2583. The full letter can be found at http://www.dfking.com/clwr.
About Crest Financial Limited
Crest Financial Limited (Crest) is a limited partnership under the laws of the State of Texas. Its principal business is investing in securities.
Important Legal Information
In connection with the proposed merger of Clearwire Corporation (Clearwire) with Sprint Nextel Corporation (the Proposed Sprint Merger), Crest and other persons (the Participants) have filed a definitive proxy statement with the U.S. Securities and Exchange Commission (SEC). The definitive proxy statement was mailed to the stockholders of Clearwire on or about May 6, 2013. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, WHICH IS AVAILABLE NOW, AND THE PARTICIPANTS OTHER PROXY MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS, CLEARWIRE AND THE PROPOSED SPRINT MERGER. The definitive proxy statement and all other proxy materials filed with the SEC are available at no charge on the SECs website at http://www.sec.gov. In addition, the definitive proxy statement is also available at no charge on the website of the Participants proxy solicitor at http://www.dfking.com/clwr.
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.