0001193125-13-245324.txt : 20130603 0001193125-13-245324.hdr.sgml : 20130603 20130603170236 ACCESSION NUMBER: 0001193125-13-245324 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20130603 DATE AS OF CHANGE: 20130603 GROUP MEMBERS: CREST INVESTMENT CO GROUP MEMBERS: CREST SWITZERLAND LLC GROUP MEMBERS: DARIA DANIEL 2003 TRUST GROUP MEMBERS: DTN INVESTMENTS, LLC GROUP MEMBERS: DTN LNG, LLC GROUP MEMBERS: ERIC E. STOERR GROUP MEMBERS: HALIM DANIEL GROUP MEMBERS: HALIM DANIEL 2012 TRUST GROUP MEMBERS: JAMAL & RANIA DANIEL REVOCABLE TRUST GROUP MEMBERS: JAMAL DANIEL GROUP MEMBERS: JOHN M. HOWLAND GROUP MEMBERS: MICHAEL WHEATON GROUP MEMBERS: NAIA DANIEL 2003 TRUST GROUP MEMBERS: RANIA DANIEL GROUP MEMBERS: THALIA DANIEL 2003 TRUST GROUP MEMBERS: UNITEG HOLDING SA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Clearwire Corp /DE CENTRAL INDEX KEY: 0001442505 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84306 FILM NUMBER: 13888622 BUSINESS ADDRESS: STREET 1: 1475 120TH AVE NE CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: 425-216-7600 MAIL ADDRESS: STREET 1: 1475 120TH AVE NE CITY: BELLEVUE STATE: WA ZIP: 98005 FORMER COMPANY: FORMER CONFORMED NAME: New Clearwire CORP DATE OF NAME CHANGE: 20080811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Crest Financial Ltd CENTRAL INDEX KEY: 0001551190 IRS NUMBER: 760575218 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JP MORGAN CHASE TOWER, 600 TRAVIS STREET 2: SUITE 6800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 222 6900 MAIL ADDRESS: STREET 1: JP MORGAN CHASE TOWER, 600 TRAVIS STREET 2: SUITE 6800 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 d542915dsc13da.htm SC 13D/A SC 13D/A

 

 

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. 20)*

 

 

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 31, 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 person’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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. 20 (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”), Amendment No. 12 filed on May 13, 2013 (“Amendment No. 12”), Amendment No. 13 filed on May 17, 2013 (“Amendment No. 13”), Amendment No. 14 filed on May 20, 2013 (“Amendment No. 14”), Amendment No. 15 filed on May 22, 2013 (“Amendment No. 15”), Amendment No. 16 filed on May 24, 2013 (“Amendment No. 16”), Amendment No. 17 filed on May 28, 2013 (“Amendment No. 17”), Amendment No. 18 filed on May 29, 2013 (“Amendment No. 18”) and Amendment No. 19 filed on May 30, 2013 (“Amendment No. 19”).

 

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 31, 2013, CFL issued a press a release (the “May 31 Press Release”) protesting the decision of the board of directors of the Issuer to adjourn for a second time the Issuer’s stockholder meeting related to the proposed merger of the Issuer with Sprint Nextel Corporation (“Sprint”). A copy of the May 31 Press Release is attached hereto as Exhibit 2 and is incorporated herein by reference. The description herein of the May 31 Press Release is qualified in its entirety by reference to the May 31 Press Release.

On June 3, 2013, CFL sent a letter to the board of directors of the Issuer (the “June 3 Letter to the Board”) and issued a press release relating thereto (the “June 3 Board Press Release”). In the June 3 Letter to the Board, CFL urged the board of directors of the Issuer to consider the tender offer of Dish Network Corporation (the “Dish Tender Offer”) and form a new special committee with new independent directors for such consideration. A copy of the June 3 Letter to the Board is attached hereto as Exhibit 3 and a copy of the June 3 Board Press Release is attached hereto as Exhibit 4, each of which are incorporated herein by reference. The descriptions herein of the June 3 Letter to the Board and the June 3 Board Press Release are qualified in their entirety by reference to the June 3 Letter to the Board and the June 3 Board Press Release.

On June 3, 2013, CFL sent a letter to the board of directors of Sprint (the “June 3 Letter to Sprint”) and issued a press release relating thereto (the “June 3 Sprint Press Release”). In the June 3 Letter to Sprint, CFL urged Sprint to allow the Issuer to consider the Dish Tender Offer and repurchase the notes issued to Sprint under Sprint’s Note Purchase Agreement with the Issuer. A copy of the June 3 Letter to Sprint is attached hereto as Exhibit 5 and a copy of the June 3 Sprint Press Release is attached hereto as Exhibit 6, each of which are incorporated herein by reference. The descriptions herein of the June 3 Letter to Sprint and the June 3 Sprint Press Release are qualified in their entirety by reference to the June 3 Letter to Sprint and the June 3 Sprint 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 31 Press Release attached hereto as Exhibit 2, the June 3 Letter to the Board attached hereto as Exhibit 3, the June 3 Board Press Release attached hereto as Exhibit 4, the June 3 Letter to Sprint attached hereto as Exhibit 5, the June 3 Sprint Press Release attached hereto as Exhibit 6, the May 30 Letter to the Board attached to Amendment No. 19 as Exhibit 2, the May 30 Press Release attached to Amendment No. 19 as Exhibit 3, the May 28 Press Release attached to Amendment No. 18 as Exhibit 2, the May 28 FCC Letter attached to Amendment No. 18 as Exhibit 3, the May 29 Press Release attached to Amendment No. 18 as Exhibit 4, the May 28 Letter to Stockholders attached to Amendment No. 17 as Exhibit 2, the May 28 Press Release attached to Amendment No. 17 as Exhibit 3, the May 23 Press Release attached to Amendment No. 16 as Exhibit 2, the May 21 Letter to Stockholders attached to Amendment No. 15 as Exhibit 2, the May 21 Letter to the Board attached to Amendment No. 15 as Exhibit 3, the May 21 Press Release attached to Amendment No. 15 as Exhibit 4, the May 20 Letter to Stockholders attached to Amendment No. 14 as Exhibit 2, the May 20 Letter to the Board attached to Amendment No. 14 as Exhibit 3; the May 20 Press Release attached to Amendment No. 14 as Exhibit 4, the May 17 Letter to Stockholders attached to Amendment No. 13 as Exhibit 2, the May 17 Press Release attached to Amendment No. 13 as Exhibit 3, the May 16 Letter to Stockholders attached to Amendment No. 13 as Exhibit 4, the May 16 Press Release attached to Amendment No. 13 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, finder’s 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
Number

  

Exhibit Name

Exhibit 1    Joint Filing Agreement dated June 3, 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    Press Release by Crest Financial Limited dated May 31, 2013
Exhibit 3    Letter by Crest Financial Limited to the Board of Directors of Clearwire Corporation dated June 3, 2013
Exhibit 4    Press Release by Crest Financial Limited dated June 3, 2013
Exhibit 5    Letter by Crest Financial Limited to the Board of Directors of Sprint Nextel Corporation dated June 3, 2013
Exhibit 6    Press Release by Crest Financial Limited dated June 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: June 3, 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
Number

  

Exhibit Name

Exhibit 1    Joint Filing Agreement dated June 3, 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    Press Release by Crest Financial Limited dated May 31, 2013
Exhibit 3    Letter by Crest Financial Limited to the Board of Directors of Clearwire Corporation dated June 3, 2013
Exhibit 4    Press Release by Crest Financial Limited dated June 3, 2013
Exhibit 5    Letter by Crest Financial Limited to the Board of Directors of Sprint Nextel Corporation dated June 3, 2013
Exhibit 6    Press Release by Crest Financial Limited dated June 3, 2013
EX-99.1 2 d542915dex991.htm EX-99.1 EX-99.1

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 3rd day of June, 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
EX-99.2 3 d542915dex992.htm EX-99.2 EX-99.2

Exhibit 2

FOR IMMEDIATE RELEASE:

CONTACT: Jeffrey Birnbaum, (202) 661-6367, JBirnbaum@BGRPR.com

Crest Financial Protests Clearwire’s Delay of Vote on Sprint-Clearwire Merger, Renews Call for Immediate Stockholder Vote, Termination of Sprint Merger Agreement, and Reconstituted Special Committee to Consider DISH Offer

Demands that the Clearwire Board close the polls and finalize the vote

HOUSTON, May 31, 2013 — Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), today protested the Clearwire Board of Directors’ decision to adjourn for a second time the Clearwire stockholder meeting and delay to June 13th the stockholder vote on the proposed Sprint-Clearwire Merger. Crest views this adjournment as a naked attempt to interfere with the stockholder franchise and urged the Clearwire Board to close the polls, finalize the vote at the special meeting and reconstitute the Special Committee of the Clearwire Board with new and truly independent directors who can consider the DISH tender offer.

According to David K. Schumacher, Crest’s General Counsel: “The Clearwire Board is reacting to DISH’s tender offer in its usual stockholder unfriendly way by adjourning the special meeting to June 13th. That means that the ill-advised and unfair merger agreement with Sprint remains in effect until then. Clearwire now has a clearly actionable offer from DISH that is superior in every way to Sprint’s offer. This only confirms what Crest and others have been saying for months: Clearwire is the crown jewel, and the Company can realize its true value only through a competitive bidding process.”

Schumacher repeated Crest’s call for a reconstituted Special Committee with new independent directors: “We believe that the Special Committee has been feckless and that Clearwire’s directors have failed to account for the best interests of minority stockholders. Clearwire therefore needs to appoint a wholly new and truly independent Special Committee made up of newly appointed directors who will be unencumbered by the past defaults and misjudgments of the current Special Committee—most obviously the flawed recommendations that stockholders accept clearly inadequate Sprint bids of $2.97 and $3.40 per share. The newly reconstituted Special Committee should be delegated all the powers of the Board.”

Crest previously laid out exactly the scenario currently unfolding, that a vote AGAINST the Sprint merger would prompt DISH and others to make bids directly for Clearwire, for example, in its May 17 letter to Clearwire stockholders: “After we the stockholders have rejected Sprint’s unfair merger agreement, 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.”


Schumacher today said, “The Clearwire stockholders have done their part in resisting the Sprint merger agreement, but the Board still plays parliamentary games to interfere with the stockholder democracy. Clearwire must break free of Sprint’s oppressive control and unlock the Company’s true value by closing the polls, finalizing the vote and terminating the merger agreement with Sprint after Clearwire’s stockholders reject the Sprint merger. The Clearwire Board will then be able to begin an open and competitive bidding process for the Company that will include DISH as well as any other competing bidders. The battle for Clearwire and its valuable spectrum assets is just beginning. Stockholders should demand that the Clearwire Board finally act in the best interest of ALL stockholders, not just in the interest of Sprint.”

Crest also protested the Clearwire Board’s failure to include any substantive minority stockholder protections in its decision to adjourn the stockholder meeting for a second time. Schumacher stated: “The Board is giving Sprint a free pass by adjourning the vote without substantive revisions to the merger agreement. We have said before and say again today that the Clearwire Board must negotiate minority protections at least as favorable as the protections the Sprint Board of Directors has secured for its stockholders as part of the proposed Sprint-SoftBank transaction with any bidder for Clearwire, including Sprint and DISH. That includes a premium package of consideration, a new Clearwire governance structure and terms to ensure a fair deal process. So far, the Clearwire Board has failed to secure any of these protections despite its immense leverage in light of the competition for Clearwire’s highly valuable spectrum.”

About Clearwire’s announcement that the Clearwire Board will disclose the Clearwire Board’s position on DISH’s offer on or about June 12th, which is also the date of the scheduled stockholder vote on the Sprint-SoftBank transaction, Schumacher said: “Clearwire should remain free and clear until the battle for Sprint is settled. At that time, Clearwire will be able to pursue a competitive process that protects minority stockholders and unlocks the true value of Clearwire for all stockholders, not just Sprint and its suitors. The Clearwire Board therefore should not make its recommendation in respect of the DISH offer or any competing offers until after the bidding war over Sprint is resolved. Crest believes that Clearwire is the ultimate prize in the battle between SoftBank Corp. and DISH Network over Sprint. Waiting for that battle to conclude before approving any new offer for Clearwire would permit SoftBank and DISH to compete directly for Clearwire, which would deliver value to all Clearwire stockholders, not just Sprint.”

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 supplement to its definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”). The definitive proxy statement and the supplement have been mailed to the stockholders of Clearwire. SECURITYHOLDERS


OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND THE SUPPLEMENT, 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, the supplement and all other proxy materials filed with the SEC are available at no charge on the SEC’s website at http://www.sec.gov. In addition, the definitive proxy statement and the supplement are 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.

SOURCE: Crest Financial Limited

EX-99.3 4 d542915dex993.htm EX-99.3 EX-99.3

Exhibit 3

CREST FINANCIAL LIMITED

JPMorgan Chase Tower

600 Travis, Suite 6800

Houston, Texas 77002

June 3, 2013

VIA FEDERAL EXPRESS AND FACSIMILE

The Board of Directors

c/o John W. Stanton

Chairman

Clearwire Corporation

1475 120th Avenue NE

Bellevue, WA 98005

Ladies and Gentlemen:

As our May 30 letter explained, Crest Financial Limited (“Crest”) urges the Clearwire Board of Directors (the “Board”) to give genuine consideration to DISH Network Corporation’s (“DISH”) tender offer for all outstanding shares of Clearwire Corporation (“Clearwire” or the “Company”) for $4.40 per share. DISH’s offer is superior in every way to Sprint Nextel Corporation’s (“Sprint”) latest offer of $3.40 per share. Still, it is only the first step in unlocking the Company’s true value. We write today to reiterate that the path to realizing that true value is an open, competitive bidding process and to describe the course of events that we believe will take place as that bidding process unfolds.

DISH’s tender offer has shifted the battle for Clearwire’s valuable assets to where it belongs—a competitive bidding process for Clearwire. But for a truly competitive process to take place, the Clearwire Board must appoint a new Special Committee with new, truly independent directors, unmarred by the Clearwire Board’s past mistakes. The prior Special Committee failed to protect all stockholders’ best interests by acceding to Sprint’s two low-ball offers, locking the Company into coercive financing and corporate governance terms, and delegating all negotiating authority away from the Special Committee’s members to Mr. Stanton, among many other things. The same abdication cannot occur this time around. There are currently two bids on the table for Clearwire—one from the controlling stockholder and one from another bidder. For a fair assessment of each, a fresh independent perspective is required. Moreover, new independent directors will serve as a bulwark against any more attempts at oppression by Sprint. Thus, for Clearwire’s minority stockholders to make a truly free choice, you must delegate to the new Special Committee all the powers of the Board, including decisions regarding interim financing and corporate governance arrangements, and Mr. Stanton must give up all negotiation authority. Then, the new Special Committee must fully consider DISH’s offer, while also entertaining competing bids from Sprint, SoftBank, and all other interested parties.

Sprint now faces two options. First, unless Sprint and its current suitor, SoftBank, wish to cohabitate with DISH as joint owners of Clearwire, they need to counter DISH’s tender offer with a real offer that reflects Clearwire’s full and fair value. That is the only way Sprint and SoftBank could take Clearwire private as they planned and deny DISH a stake in the Company.

 

1


We believe, despite SoftBank CEO Masayoshi Son’s earlier protestations, that such cohabitation in Clearwire is untenable to both Sprint and SoftBank. If Sprint pursues this option, the reconstituted Clearwire Special Committee should take all steps necessary to ensure that any further bids from Sprint reflect full value and do not capitalize on the imbedded diversion value that has been indicative of Sprint’s offers thus far.

Second, if Sprint is unable, or SoftBank is unwilling to permit Sprint, to raise its bid to top DISH’s latest offer (and any future bids), then Sprint can avoid deadlock at Clearwire only by shifting its allegiance away from SoftBank and toward DISH in its own sale process. In this scenario, we believe that DISH will want its subsidiary Sprint to control 100% of Clearwire. And if this scenario occurs, you must ensure that any offer that DISH puts forward reflects the full value of the Company.

Either case described above provides the Board and the Special Committee with another opportunity to realize the full value of Clearwire for all stockholders. That is why we have urged you to recommend against Sprint’s proposed merger, close the polls in the pending stockholder meeting, and, upon the Clearwire stockholders’ rejection of the Sprint merger, terminate the ill-advised and oppressive merger agreement with Sprint. Such clearing of the decks would afford a real opportunity for a competitive bidding process for Clearwire.

Of course, there remains the possibility that DISH and Sprint elect to share governance of Clearwire. If Clearwire remains an independent, public company going forward, the Company can resume the course it charted before Sprint’s attempted squeeze-out. DISH’s offer, and its clear intent to enter into a commercial arrangement that provides it with access to Clearwire’s spectrum, kickstarts the profitable multi-customer case strategy (the “MCC strategy”) that the Board thus far has claimed to be elusive. This MCC strategy, proposed by Clearwire’s own management and reviewed by its financial advisers, could push the Company’s value as high as $16.76 per share, according to Clearwire’s own financial advisor, Evercore Partners. As presented by Clearwire’s management, the MCC strategy would increase free cash flow and improve the Company’s leverage to negotiate higher commercial rates with Sprint, DISH, and any other wholesale customer in the future. In addition, the Company could resume the common stock offering that it started last year, but then abruptly halted. At Clearwire’s current share price, such an offering would substantially reduce the dilution of the convertible notes proposed by Sprint and DISH and generate the necessary capital to fully deploy Clearwire’s TDD-LTE network. Additionally, the Company could now refinance its existing bonds at more attractive rates, thereby improving cash flow.

For all these favorable alternatives to become available, however, you need to consider properly DISH’s tender offer, which is clearly actionable. Unless and until you fully consider the alternative that DISH has offered, Sprint might continue its pattern of unfair dealing and broker a deal between SoftBank and Sprint to avoid a bidding contest for Clearwire. You must not allow that to occur. Notwithstanding the Board’s previous efforts to provide every advantage to Sprint to the detriment of the Company’s other stockholders, the minority stockholders have thus far beaten back Sprint’s self-interested attempts to lock up Clearwire on the cheap while selling itself at a premium. It is time that the Clearwire Board fulfills its duty to do the same and obtains a premium for Clearwire’s stockholders other than Sprint. The newly constituted Special Committee we are demanding should ensure that we and our fellow stockholders will have the option to act on offers that are superior to Sprint’s currently inadequate offer, whether that is DISH’s tender offer, another offer from Sprint, or an offer from yet another third party.

 

2


As we have said in our correspondence for some time now, the competition for Clearwire has only just begun, and you have an obligation to make sure it proceeds in a fair and transparent manner. We thus urge you to reconstitute the Special Committee, give full consideration to DISH’s tender offer, open the Company to a competitive bidding process, and prevent Sprint from diverting Clearwire’s value back to itself.

 

Sincerely yours,
/s/ David K. Schumacher

David K. Schumacher

General Counsel

Crest Financial Limited

*************************************************************************************

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 proposed merger of Clearwire Corporation (“Clearwire”) with Sprint Nextel Corporation (the “Proposed Sprint Merger”), Crest and other persons (the “Participants”) have filed a supplement to its definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”). The definitive proxy statement and the supplement have been mailed to the stockholders of Clearwire. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND THE SUPPLEMENT, WHICH ARE 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, the supplement and all other proxy materials filed with the SEC are available at no charge on the SEC’s website at http://www.sec.gov. In addition, the definitive proxy statement and the supplement are 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.

 

3

EX-99.4 5 d542915dex994.htm EX-99.4 EX-99.4

Exhibit 4

FOR IMMEDIATE RELEASE:

CONTACT: Jeffrey Birnbaum, (202) 661-6367, JBirnbaum@BGRPR.com

Crest Financial Demands That Clearwire Board Reconstitute Special Committee and Ensure a Fair and Transparent Bidding Process for Clearwire

Sends letter to Clearwire Board demanding an “open, competitive bidding process” and describing the course of events that will take place as that bidding process unfolds

HOUSTON, June 3, 2013 — Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), again urged the Clearwire Board of Directors to give genuine consideration to DISH Network Corporation’s $4.40 per share tender offer and to pursue an “open, competitive bidding process” for Clearwire. Crest also described the options Sprint faces now that the competitive bidding over Clearwire has begun, and it demanded that the Clearwire Board form a new Special Committee with new independent directors to ensure a “fair and transparent” bidding process.

In Crest’s letter to the Clearwire Board, David K. Schumacher, Crest’s General Counsel, stated: “DISH’s tender offer has shifted the battle for Clearwire’s valuable assets to where it belongs—a competitive bidding process for Clearwire. But for a truly competitive process to take place, the Clearwire Board must appoint a new Special Committee with new, truly independent directors, unmarred by the Clearwire Board’s past mistakes. The prior Special Committee failed to protect all stockholders’ best interests by acceding to Sprint’s two low-ball offers, locking the Company into coercive financing and corporate governance terms, and delegating all negotiating authority away from the Special Committee’s members to Mr. Stanton, among many other things. The same abdication cannot occur this time around.”

According to Schumacher: “There are currently two bids on the table for Clearwire—one from the controlling stockholder and one from another bidder. For a fair assessment of each, a fresh independent perspective is required. Moreover, new independent directors will serve as a bulwark against any more attempts at oppression by Sprint. Thus, for Clearwire’s minority stockholders to make a truly free choice, you must delegate to the new Special Committee all the powers of the Board, including decisions regarding interim financing and corporate governance arrangements, and Mr. Stanton must give up all negotiation authority. Then, the new Special Committee must fully consider DISH’s offer, while also entertaining competing bids from Sprint, SoftBank, and all other interested parties.”

Schumacher added: “Sprint now faces two options. First, unless Sprint and its current suitor, SoftBank, wish to cohabitate with DISH as joint owners of Clearwire, they need to counter DISH’s tender offer with a real offer that reflects Clearwire’s full and fair value.


That is the only way Sprint and SoftBank could take Clearwire private as they planned and deny DISH a stake in the Company. We believe, despite SoftBank CEO Masayoshi Son’s earlier protestations, that such cohabitation in Clearwire is untenable to both Sprint and SoftBank. If Sprint pursues this option, the reconstituted Clearwire Special Committee should take all steps necessary to ensure that any further bids from Sprint reflect full value and do not capitalize on the imbedded diversion value that has been indicative of Sprint’s offers thus far. Second, if Sprint is unable, or SoftBank is unwilling to permit Sprint, to raise its bid to top DISH’s latest offer (and any future bids), then Sprint can avoid deadlock at Clearwire only by shifting its allegiance away from SoftBank and toward DISH in its own sale process. In this scenario, we believe that DISH will want its subsidiary Sprint to control 100% of Clearwire. And if this scenario occurs, you must ensure that any offer that DISH puts forward reflects the full value of the Company.”

Schumacher noted: “Either case described above provides the Board and the Special Committee with another opportunity to realize the full value of Clearwire for all stockholders. That is why we have urged you to recommend against Sprint’s proposed merger, close the polls in the pending stockholder meeting, and, upon the Clearwire stockholders’ rejection of the Sprint merger, terminate the ill-advised and oppressive merger agreement with Sprint. Such clearing of the decks would afford a real opportunity for a competitive bidding process for Clearwire.”

Crest’s letter continues: “Of course, there remains the possibility that DISH and Sprint elect to share governance of Clearwire. If Clearwire remains an independent, public company going forward, the Company can resume the course it charted before Sprint’s attempted squeeze-out. DISH’s offer, and its clear intent to enter into a commercial arrangement that provides it with access to Clearwire’s spectrum, kickstarts the profitable multi-customer case strategy (the “MCC strategy”) that the Board thus far has claimed to be elusive. This MCC strategy, proposed by Clearwire’s own management and reviewed by its financial advisers, could push the Company’s value as high as $16.76 per share, according to Clearwire’s own financial advisor, Evercore Partners. As presented by Clearwire’s management, the MCC strategy would increase free cash flow and improve the Company’s leverage to negotiate higher commercial rates with Sprint, DISH, and any other wholesale customer in the future. In addition, the Company could resume the common stock offering that it started last year, but then abruptly halted. At Clearwire’s current share price, such an offering would substantially reduce the dilution of the convertible notes proposed by Sprint and DISH and generate the necessary capital to fully deploy Clearwire’s TDD-LTE network. Additionally, the Company could now refinance its existing bonds at more attractive rates, thereby improving cash flow.”

Schumacher further stated: “For all these favorable alternatives to become available, however, you need to consider properly DISH’s tender offer, which is clearly actionable. Unless and until you fully consider the alternative that DISH has offered, Sprint might continue its pattern of unfair dealing and broker a deal between SoftBank and Sprint to avoid a bidding contest for Clearwire. You must not allow that to occur. Notwithstanding the Board’s previous efforts to provide every advantage to Sprint to the detriment of the Company’s other stockholders, the minority stockholders have thus far beaten back Sprint’s self-interested attempts to lock up Clearwire on the cheap while


selling itself at a premium. It is time that the Clearwire Board fulfills its duty to do the same and obtains a premium for Clearwire’s stockholders other than Sprint. The newly constituted Special Committee we are demanding should ensure that we and our fellow stockholders will have the option to act on offers that are superior to Sprint’s currently inadequate offer, whether that is DISH’s tender offer, another offer from Sprint, or an offer from yet another third party.”

The letter to the Clearwire Board concludes: “[T]he competition for Clearwire has only just begun, and you have an obligation to make sure it proceeds in a fair and transparent manner. We thus urge you to reconstitute the Special Committee, give full consideration to DISH’s tender offer, open the Company to a competitive bidding process, and prevent Sprint from diverting Clearwire’s value back to itself.”

D.F. King & Co, Inc. has been retained by Crest to assist it in the solicitation of proxies in opposition to the proposed Sprint-Clearwire merger. If stockholders 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 to the Clearwire Board 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 supplement to its definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”). The definitive proxy statement and the supplement have been mailed to the stockholders of Clearwire. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND THE SUPPLEMENT, WHICH ARE 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, the supplement and all other proxy materials filed with the SEC are available at no charge on the SEC’s website at http://www.sec.gov. In addition, the definitive proxy statement and the supplement are 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.

SOURCE: Crest Financial Limited

EX-99.5 6 d542915dex995.htm EX-99.5 EX-99.5

Exhibit 5

CREST FINANCIAL LIMITED

JPMorgan Chase Tower

600 Travis, Suite 6800

Houston, Texas 77002

June 3, 2013

VIA FEDERAL EXPRESS AND FACSIMILE

The Board of Directors

c/o James H. Hance, Jr.

Chairman

Sprint Nextel Corporation

6200 Sprint Parkway

Overland Park, KS 66251

Ladies and Gentlemen:

Crest Financial Limited (“Crest”) writes as a fellow stockholder in Clearwire Corporation (“Clearwire” or the “Company”) to address the relationship between the competition for Clearwire and the ongoing battle for Sprint Nextel Corporation (“Sprint”). Sprint’s incremental increase of its initial bid to acquire the Clearwire shares that Sprint does not already own and DISH Network Corporation’s (“DISH”) competing tender offer for all outstanding Clearwire shares confirm what we and other Clearwire stockholders have said all along: Clearwire is the ultimate prize that Sprint, SoftBank Corp. (“SoftBank”), and DISH desire, and it is worth much more than what Sprint has offered and in turn what SoftBank has offered for Sprint.

This confirmation that Clearwire is much more valuable than Sprint had claimed should cause you to either (1) reconsider the price at which you have recommended Sprint’s sale to SoftBank or (2) abandon your public refusal to sell your Clearwire shares. Doing neither will confirm either that you are violating your fiduciary duties to Sprint’s stockholders for failure to realize a fair sale price or that Sprint violated its fiduciary duties to the Clearwire minority shareholders for conducting an unfair squeeze out. At the very least, now that you have initiated the sales process for Clearwire, you have a fiduciary duty to permit that process to proceed in an open and competitive manner. Thus, you must permit Clearwire to give full consideration to DISH’s bid and to repurchase the notes issued to Sprint under your unfair Note Purchase Agreement, without converting those notes at their dilutive exchange ratio.

As we have repeatedly said in our public correspondence and have alleged in our lawsuit pending before the Delaware Court of Chancery, Sprint’s initial bid for Clearwire was grossly inadequate at $2.97 per share. Clearwire’s minority stockholders agreed and cast their votes against the proposed Sprint-Clearwire merger. Rather than accept a certain defeat, Sprint forced an adjournment of the vote and acknowledged the inadequacy of its bid by incrementally bumping its offer to $3.40 per share. DISH’s proposed tender offer at $4.40 per share proved that Sprint’s second attempt to squeeze out Clearwire’s minority stockholders was still at an inadequate price. A direct, competitive bidding process for Clearwire is underway. And it is clear that the final purchase price will be much higher than Sprint’s first or second offer.

 

1


We believe that Sprint’s goal all along has been to lock up Clearwire on the cheap, while selling itself to SoftBank, or another suitor, at a premium. It is evident that Clearwire is the true prize in this ongoing battle from SoftBank’s insistence that it direct your negotiations with Clearwire—going so far as to set the offer price and reserving approval power over any changes. Now that an adequate price for Clearwire has proven to be at least 50% higher than your initial $2.97 per share offer to take Clearwire private, you need to reconsider your recommendation in favor of Sprint’s transaction with SoftBank, if you still intend to secure a premium for Sprint. Certainly, that is what Sprint’s stockholders would expect from a board of directors duty-bound to pursue their best interests. Indeed, the proxy advisory firm Egan Jones recommended against your proposed transaction with SoftBank because it believes that Sprint’s stockholders should wait for precisely such revaluation.

To continue recommending in favor of SoftBank’s current offer price would admit that you are either breaching your duties to Sprint’s stockholders or that Sprint has been breaching its duties to Clearwire’s stockholders. As we have written copiously, we believe both $2.97 and $3.40 per share to be grossly inadequate offers for Clearwire. And the market has proven us right. Given the dramatic jump in the bidding process for Clearwire, from $2.97 in the original Sprint-Clearwire merger agreement to $4.40 in the latest DISH bid, all assumptions you might have had as to the true value of the Company have been definitively challenged. Thus, your duties to Sprint’s stockholders would seem to require you to demand a commensurate price increase from SoftBank. To argue otherwise, that the SoftBank offer still reflects full value for Sprint, would be an admission that your earlier offers for Clearwire were a naked attempt at misappropriating Clearwire’s value to Sprint. The only explanation for not demanding a higher price for Sprint now is that you always knew Clearwire to be worth more than $4.40 per share, but had already built Clearwire’s true value (which you intended to divert) into the Sprint-SoftBank transaction price.

There is some slight chance that Sprint was not mendacious but just misguided in dealing with Clearwire—that you believed in good faith that Clearwire is worth no more than $2.97 per share (and now $3.40 per share). Of course, we think Clearwire is worth much more than even the $4.40 bid from DISH that is currently on the table. But if you legitimately believe your prior offers to have reflected Clearwire’s true value, it is time for Sprint to reconsider its stated and dogged refusal to be a seller of Clearwire. DISH has proposed a tender offer for more than you are willing to pay for Clearwire yourself. If the tender offer exceeds your good faith valuation of Clearwire’s assets, then you have a fiduciary duty to your own stockholders to sell Sprint’s Clearwire shares to DISH. If instead you understand that Clearwire’s value is still much higher than DISH’s bid—as we believe you do—then you have an obligation as Clearwire’s controlling stockholder to present an offer reflecting that higher value. You cannot have it both ways.

At the very least, you have an obligation as Clearwire’s controlling stockholder to get out of the way so that the process to sell Clearwire can proceed without your hindrance. Sprint has initiated the sales process for Clearwire, and you now have an obligation not to interfere with the Clearwire board of directors’ full consideration of DISH’s tender offer or other competing bids. It is imperative to the competitive bidding process for Clearwire—and thus critical to the Clearwire stockholders’ realization of the Company’s true value—that you not fight the DISH tender offer’s governance conditions, including DISH’s proposed Investor Rights Agreement, or DISH’s Note Purchase Agreement. In addition, Clearwire should be permitted to repurchase the notes issued under your coercive Note Purchase Agreement, without you converting the notes

 

2


and unfairly diluting minority stockholders’ stake in the Company, so that a truly fair and competitive bidding process can take place. It is only through such a competitive bidding process that all of Clearwire’s stockholders can unlock the value of their investment, and as the Company’s controlling stockholder you are duty-bound to permit that process to unfold.

 

Sincerely yours,

/s/ David K. Schumacher

David K. Schumacher

General Counsel

Crest Financial Limited

**********************************************************************************************************

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 proposed merger of Clearwire Corporation (“Clearwire”) with Sprint Nextel Corporation (the “Proposed Sprint Merger”), Crest and other persons (the “Participants”) have filed a supplement to its definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”). The definitive proxy statement and the supplement have been mailed to the stockholders of Clearwire. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND THE SUPPLEMENT, WHICH ARE 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, the supplement and all other proxy materials filed with the SEC are available at no charge on the SEC’s website at http://www.sec.gov. In addition, the definitive proxy statement and the supplement are 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.

 

3

EX-99.6 7 d542915dex996.htm EX-99.6 EX-99.6

Exhibit 6

FOR IMMEDIATE RELEASE:

CONTACT: Jeffrey Birnbaum, (202) 661-6367, JBirnbaum@BGRPR.com

Crest Financial Demands That Sprint Allow Clearwire to Pursue a Competitive Bidding Process

Sends letter to Sprint Board demanding that Sprint not “interfere with the Clearwire board of directors’ full consideration of DISH’s tender offer” and allow “a truly fair and competitive bidding process” to take place

HOUSTON, June 3, 2013 — Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), sent a letter to Sprint Nextel Corporation’s Board of Directors stating that DISH Network Corporation’s competing tender offer for Clearwire confirms that “Clearwire is the ultimate prize” in the bidding war over Sprint, and that Clearwire “is worth much more than what Sprint has offered.” Crest demanded that Sprint “permit Clearwire to give full consideration to DISH’s bid and to repurchase the notes issued to Sprint under [Sprint’s] unfair Note Purchase Agreement, without converting those notes at their dilutive exchange ratio.”

The letter from David K. Schumacher, Crest’s General Counsel, begins: “As we have repeatedly said in our public correspondence and have alleged in our lawsuit pending before the Delaware Court of Chancery, Sprint’s initial bid for Clearwire was grossly inadequate at $2.97 per share. Clearwire’s minority stockholders agreed and cast their votes against the proposed Sprint-Clearwire merger. Rather than accept a certain defeat, Sprint forced an adjournment of the vote and acknowledged the inadequacy of its bid by incrementally bumping its offer to $3.40 per share. DISH’s proposed tender offer at $4.40 per share proved that Sprint’s second attempt to squeeze out Clearwire’s minority stockholders was still at an inadequate price. A direct, competitive bidding process for Clearwire is underway. And it is clear that the final purchase price will be much higher than Sprint’s first or second offer.”

Schumacher continues: “We believe that Sprint’s goal all along has been to lock up Clearwire on the cheap, while selling itself to SoftBank, or another suitor, at a premium. It is evident that Clearwire is the true prize in this ongoing battle from SoftBank’s insistence that it direct your negotiations with Clearwire — going so far as to set the offer price and reserving approval power over any changes. Now that an adequate price for Clearwire has proven to be at least 50% higher than your initial $2.97 per share offer to take Clearwire private, you need to reconsider your recommendation in favor of Sprint’s transaction with SoftBank, if you still intend to secure a premium for Sprint. Certainly, that is what Sprint’s stockholders would expect from a board of directors duty-bound to pursue their best interests. Indeed, the proxy advisory firm Egan Jones recommended against your proposed transaction with SoftBank because it believes that Sprint’s stockholders should wait for precisely such revaluation.”


Schumacher notes: “To continue recommending in favor of SoftBank’s current offer price would admit that you are either breaching your duties to Sprint’s stockholders or that Sprint has been breaching its duties to Clearwire’s stockholders. As we have written copiously, we believe both $2.97 and $3.40 per share to be grossly inadequate offers for Clearwire. And the market has proven us right. Given the dramatic jump in the bidding process for Clearwire, from $2.97 in the original Sprint-Clearwire merger agreement to $4.40 in the latest DISH bid, all assumptions you might have had as to the true value of the Company have been definitively challenged. Thus, your duties to Sprint’s stockholders would seem to require you to demand a commensurate price increase from SoftBank. To argue otherwise, that the SoftBank offer still reflects full value for Sprint, would be an admission that your earlier offers for Clearwire were a naked attempt at misappropriating Clearwire’s value to Sprint. The only explanation for not demanding a higher price for Sprint now is that you always knew Clearwire to be worth more than $4.40 per share, but had already built Clearwire’s true value (which you intended to divert) into the Sprint-SoftBank transaction price.”

Schumacher’s letter also states: “There is some slight chance that Sprint was not mendacious but just misguided in dealing with Clearwire — that you believed in good faith that Clearwire is worth no more than $2.97 per share (and now $3.40 per share). Of course, we think Clearwire is worth much more than even the $4.40 bid from DISH that is currently on the table. But if you legitimately believe your prior offers to have reflected Clearwire’s true value, it is time for Sprint to reconsider its stated and dogged refusal to be a seller of Clearwire. DISH has proposed a tender offer for more than you are willing to pay for Clearwire yourself. If the tender offer exceeds your good faith valuation of Clearwire’s assets, then you have a fiduciary duty to your own stockholders to sell Sprint’s Clearwire shares to DISH. If instead you understand that Clearwire’s value is still much higher than DISH’s bid — as we believe you do — then you have an obligation as Clearwire’s controlling stockholder to present an offer reflecting that higher value. You cannot have it both ways.”

The letter to the Sprint Board concludes: “At the very least, you have an obligation as Clearwire’s controlling stockholder to get out of the way so that the process to sell Clearwire can proceed without your hindrance. Sprint has initiated the sales process for Clearwire, and you now have an obligation not to interfere with the Clearwire board of directors’ full consideration of DISH’s tender offer or other competing bids. It is imperative to the competitive bidding process for Clearwire — and thus critical to the Clearwire stockholders’ realization of the Company’s true value — that you not fight the DISH tender offer’s governance conditions, including DISH’s proposed Investor Rights Agreement, or DISH’s Note Purchase Agreement. In addition, Clearwire should be permitted to repurchase the notes issued under your coercive Note Purchase Agreement, without you converting the notes and unfairly diluting minority stockholders’ stake in the Company, so that a truly fair and competitive bidding process can take place. It is only through such a competitive bidding process that all of Clearwire’s stockholders can unlock the value of their investment, and as the Company’s controlling stockholder you are duty-bound to permit that process to unfold.”

D.F. King & Co, Inc. has been retained by Crest to assist it in the solicitation of proxies in opposition to the proposed Sprint-Clearwire merger. If stockholders 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 to the Sprint Board 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 supplement to its definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”). The definitive proxy statement and the supplement have been mailed to the stockholders of Clearwire. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND THE SUPPLEMENT, WHICH ARE 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, the supplement and all other proxy materials filed with the SEC are available at no charge on the SEC’s website at http://www.sec.gov. In addition, the definitive proxy statement and the supplement are 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.

SOURCE: Crest Financial Limited