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 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. 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 Issuers 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 Sprints 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, 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 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 |
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 |
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 |
Exhibit 2
FOR IMMEDIATE RELEASE:
CONTACT: Jeffrey Birnbaum, (202) 661-6367, JBirnbaum@BGRPR.com
Crest Financial Protests Clearwires 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, Crests General Counsel: The Clearwire Board is reacting to DISHs 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 Sprints 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 Crests call for a reconstituted Special Committee with new independent directors: We believe that the Special Committee has been feckless and that Clearwires 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 Committeemost 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 Sprints 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 Sprints oppressive control and unlock the Companys true value by closing the polls, finalizing the vote and terminating the merger agreement with Sprint after Clearwires 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 Boards 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 Clearwires highly valuable spectrum.
About Clearwires announcement that the Clearwire Board will disclose the Clearwire Boards position on DISHs 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 SECs 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
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 Corporations (DISH) tender offer for all outstanding shares of Clearwire Corporation (Clearwire or the Company) for $4.40 per share. DISHs offer is superior in every way to Sprint Nextel Corporations (Sprint) latest offer of $3.40 per share. Still, it is only the first step in unlocking the Companys 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.
DISHs tender offer has shifted the battle for Clearwires valuable assets to where it belongsa 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 Boards past mistakes. The prior Special Committee failed to protect all stockholders best interests by acceding to Sprints two low-ball offers, locking the Company into coercive financing and corporate governance terms, and delegating all negotiating authority away from the Special Committees 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 Clearwireone 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 Clearwires 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 DISHs 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 DISHs tender offer with a real offer that reflects Clearwires 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 Sons 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 Sprints offers thus far.
Second, if Sprint is unable, or SoftBank is unwilling to permit Sprint, to raise its bid to top DISHs 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 Sprints 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 Sprints attempted squeeze-out. DISHs offer, and its clear intent to enter into a commercial arrangement that provides it with access to Clearwires 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 Clearwires own management and reviewed by its financial advisers, could push the Companys value as high as $16.76 per share, according to Clearwires own financial advisor, Evercore Partners. As presented by Clearwires management, the MCC strategy would increase free cash flow and improve the Companys 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 Clearwires 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 Clearwires 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 DISHs 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 Boards previous efforts to provide every advantage to Sprint to the detriment of the Companys other stockholders, the minority stockholders have thus far beaten back Sprints 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 Clearwires 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 Sprints currently inadequate offer, whether that is DISHs 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 DISHs tender offer, open the Company to a competitive bidding process, and prevent Sprint from diverting Clearwires 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 SECs 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
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 Corporations $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 Crests letter to the Clearwire Board, David K. Schumacher, Crests General Counsel, stated: DISHs tender offer has shifted the battle for Clearwires valuable assets to where it belongsa 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 Boards past mistakes. The prior Special Committee failed to protect all stockholders best interests by acceding to Sprints two low-ball offers, locking the Company into coercive financing and corporate governance terms, and delegating all negotiating authority away from the Special Committees 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 Clearwireone 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 Clearwires 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 DISHs 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 DISHs tender offer with a real offer that reflects Clearwires 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 Sons 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 Sprints offers thus far. Second, if Sprint is unable, or SoftBank is unwilling to permit Sprint, to raise its bid to top DISHs 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 Sprints 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.
Crests 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 Sprints attempted squeeze-out. DISHs offer, and its clear intent to enter into a commercial arrangement that provides it with access to Clearwires 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 Clearwires own management and reviewed by its financial advisers, could push the Companys value as high as $16.76 per share, according to Clearwires own financial advisor, Evercore Partners. As presented by Clearwires management, the MCC strategy would increase free cash flow and improve the Companys 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 Clearwires 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 Clearwires 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 DISHs 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 Boards previous efforts to provide every advantage to Sprint to the detriment of the Companys other stockholders, the minority stockholders have thus far beaten back Sprints 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 Clearwires 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 Sprints currently inadequate offer, whether that is DISHs 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 DISHs tender offer, open the Company to a competitive bidding process, and prevent Sprint from diverting Clearwires 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 SECs 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
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). Sprints incremental increase of its initial bid to acquire the Clearwire shares that Sprint does not already own and DISH Network Corporations (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 Sprints 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 Sprints 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 DISHs 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, Sprints initial bid for Clearwire was grossly inadequate at $2.97 per share. Clearwires 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. DISHs proposed tender offer at $4.40 per share proved that Sprints second attempt to squeeze out Clearwires 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 Sprints first or second offer.
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We believe that Sprints 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 SoftBanks insistence that it direct your negotiations with Clearwiregoing 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 Sprints transaction with SoftBank, if you still intend to secure a premium for Sprint. Certainly, that is what Sprints 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 Sprints stockholders should wait for precisely such revaluation.
To continue recommending in favor of SoftBanks current offer price would admit that you are either breaching your duties to Sprints stockholders or that Sprint has been breaching its duties to Clearwires 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 Sprints 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 Clearwires 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 Clearwires 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 Clearwirethat 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 Clearwires 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 Clearwires assets, then you have a fiduciary duty to your own stockholders to sell Sprints Clearwire shares to DISH. If instead you understand that Clearwires value is still much higher than DISHs bidas we believe you dothen you have an obligation as Clearwires 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 Clearwires 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 DISHs tender offer or other competing bids. It is imperative to the competitive bidding process for Clearwireand thus critical to the Clearwire stockholders realization of the Companys true valuethat you not fight the DISH tender offers governance conditions, including DISHs proposed Investor Rights Agreement, or DISHs 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
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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 Clearwires stockholders can unlock the value of their investment, and as the Companys 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 SECs 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.
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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 DISHs 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 Corporations Board of Directors stating that DISH Network Corporations 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 DISHs bid and to repurchase the notes issued to Sprint under [Sprints] unfair Note Purchase Agreement, without converting those notes at their dilutive exchange ratio.
The letter from David K. Schumacher, Crests 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, Sprints initial bid for Clearwire was grossly inadequate at $2.97 per share. Clearwires 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. DISHs proposed tender offer at $4.40 per share proved that Sprints second attempt to squeeze out Clearwires 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 Sprints first or second offer.
Schumacher continues: We believe that Sprints 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 SoftBanks 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 Sprints transaction with SoftBank, if you still intend to secure a premium for Sprint. Certainly, that is what Sprints 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 Sprints stockholders should wait for precisely such revaluation.
Schumacher notes: To continue recommending in favor of SoftBanks current offer price would admit that you are either breaching your duties to Sprints stockholders or that Sprint has been breaching its duties to Clearwires 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 Sprints 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 Clearwires 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 Clearwires true value (which you intended to divert) into the Sprint-SoftBank transaction price.
Schumachers 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 Clearwires 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 Clearwires assets, then you have a fiduciary duty to your own stockholders to sell Sprints Clearwire shares to DISH. If instead you understand that Clearwires value is still much higher than DISHs bid as we believe you do then you have an obligation as Clearwires 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 Clearwires 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 DISHs 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 Companys true value that you not fight the DISH tender offers governance conditions, including DISHs proposed Investor Rights Agreement, or DISHs 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 Clearwires stockholders can unlock the value of their investment, and as the Companys 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 SECs 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