0001047469-13-007228.txt : 20130626 0001047469-13-007228.hdr.sgml : 20130626 20130626163908 ACCESSION NUMBER: 0001047469-13-007228 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130626 DATE AS OF CHANGE: 20130626 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84306 FILM NUMBER: 13934817 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: DISH Network CORP CENTRAL INDEX KEY: 0001001082 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 880336997 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 9601 S. MERIDIAN BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037231000 MAIL ADDRESS: STREET 1: 9601 S. MERIDIAN BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: ECHOSTAR COMMUNICATIONS CORP DATE OF NAME CHANGE: 19950919 SC TO-T/A 1 a2215729zscto-ta.htm SC TO-T/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE TO
(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 6)



CLEARWIRE CORPORATION
(Name of Subject Company (Issuer))

DISH ACQUISITION HOLDING CORPORATION
a wholly-owned subsidiary of

DISH NETWORK CORPORATION
(Names of Filing Persons (Offerors))

Class A Common Stock, par value $0.0001 per Share
(Title of Class of Securities)

18538Q105
(CUSIP Number of Class of Securities)

R. Stanton Dodge
Executive Vice President, General Counsel and Secretary
DISH Network Corporation
9601 S. Meridian Boulevard
Englewood, Colorado 80112
(303) 723-1000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of the filing person)



with copies to:

Scott D. Miller
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4000

o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý
third-party tender offer subject to Rule 14d-1.

o
issuer tender offer subject to Rule 13e-4.

o
going-private transaction subject to Rule 13e-3.

o
amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o
Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

o
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

   


        This Amendment No. 6 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 30, 2013 (together with any amendments and supplements thereto, the "Schedule TO") by DISH Acquisition Holding Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of DISH Network Corporation, a Nevada corporation ("DISH"). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of Class A common stock, par value $0.0001 per share, of Clearwire Corporation, a Delaware corporation, at a purchase price of $4.40 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 30, 2013 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer").

        All capitalized terms used in the Amendment No. 6 and not otherwise defined have the respective meanings ascribed to them in the Schedule TO.

Items 1 through 11.

        Items 1 through 11 of the Schedule TO are hereby amended and supplemented as follows:

        On June 26, 2013, DISH issued a press release announcing that Purchaser had decided to withdraw the Offer. The Offer provided that it could be withdrawn, among other reasons, as a result of the recent change in recommendation by Clearwire. The press release regarding this announcement is attached hereto as Exhibit (a)(1)(xv) and is incorporated herein by reference. At the time of withdrawal, certain conditions to the Offer were not satisfied. In addition, based on public filings, Purchaser believes that the Minimum Condition is no longer capable of being satisfied. No shares of Clearwire Class A Stock were purchased by Purchaser in the Offer, and all shares of Clearwire Class A Stock previously tendered and not withdrawn will be promptly returned.


Item 12.

        Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

      (a)(1)(xv)    Press Release issued by DISH Network Corporation on June 26, 2013.



EXHIBIT INDEX

(a)(1)(i)   Offer to Purchase, dated May 30, 2013.†

(a)(1)(ii)

 

Form of Letter of Transmittal (including the Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).†

(a)(1)(iii)

 

Form of Notice of Guaranteed Delivery.†

(a)(1)(iv)

 

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.†

(a)(1)(v)

 

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.†

(a)(1)(vi)

 

Summary Advertisement as published on May 30, 2013, in the Wall Street Journal.†

(a)(1)(vii)

 

Press Release issued by DISH Network Corporation on May 30, 2013.†

(a)(1)(viii)

 

Press Release issued by DISH Network Corporation on May 30, 2013.†

(a)(1)(ix)

 

Press Release issued by DISH Network Corporation on June 4, 2013.†

(a)(1)(x)

 

Press Release issued by DISH Network Corporation on June 12, 2013.†

(a)(1)(xi)

 

Note from Joe Clayton, dated June 14, 2013.†

(a)(1)(xii)

 

Press Release issued by DISH Network Corporation on June 17, 2013.†

(a)(1)(xiii)

 

Press Release issued by DISH Network Corporation on June 18, 2013.†

(a)(1)(xiv)

 

Press Release issued by DISH Network Corporation on June 18, 2013.†

(a)(1)(xv)

 

Press Release issued by DISH Network Corporation on June 26, 2013.

(a)(2)

 

Not applicable.

(b)

 

Not applicable.

(d)(1)

 

Form of proposed Note Purchase Agreement (included in Exhibit (a)(1)(i)).†

(d)(2)

 

Form of proposed Investor Rights Agreement (included in Exhibit (a)(1)(i)).†

(g)

 

Not applicable.

(h)

 

Not applicable.

Previously filed.


SIGNATURES

        After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

    DISH ACQUISITION HOLDING CORPORATION
DISH NETWORK CORPORATION

 

 

By:

 

/s/ R. Stanton Dodge

R. Stanton Dodge
Executive Vice President, General Counsel and Secretary

Dated: June 26, 2013




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EXHIBIT INDEX
SIGNATURES
EX-99.(A)(1)(XV) 2 a2215787zex-99_a1xv.htm EX-99.(A)(1)(XV)
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Exhibit a(1)(xv)

DISH Network Announces Withdrawal of Clearwire Tender Offer

        ENGLEWOOD, Colo.—(BUSINESS WIRE)—DISH Network Corporation (NASDAQ: DISH) today announced that its wholly-owned subsidiary, DISH Acquisition Holding Corporation, is withdrawing its tender offer to acquire all of the outstanding shares of Class A Common Stock of Clearwire Corporation ("Clearwire"), including any shares of Class A Common Stock issued in respect of outstanding shares of Class B Common Stock, for $4.40 per share. DISH's tender offer provided that it could be withdrawn, among other reasons, as a result of the recent change in recommendation by Clearwire.

About DISH

        DISH Network Corporation (NASDAQ: DISH), through its subsidiary DISH Network L.L.C., provides approximately 14.092 million satellite TV customers, as of March 31, 2013, with the highest quality programming and technology with the most choices at the best value, including HD Free for Life®. Subscribers enjoy the largest high definition line-up with more than 200 national HD channels, the most international channels, and award-winning HD and DVR technology. DISH Network Corporation's subsidiary, Blockbuster L.L.C., delivers family entertainment to millions of customers around the world. DISH Network Corporation is a Fortune 200 company. Visit www.dish.com.

Cautionary Statement Concerning Forward-Looking Statements

        Certain statements contained herein may constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of DISH to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about expectations of a potential transaction involving DISH and Clearwire, including satisfaction of conditions, future financial and operating results, DISH's plans, objectives, expectations (financial or otherwise) and intentions relating to the potential transaction and other statements that are not historical facts. More information about such risks, uncertainties and other factors is set forth in DISH's Disclosure Regarding Forward-Looking Statements included in its recent filings with the SEC, including its annual report on Form 10-K for the year ended December 31, 2012 and its quarterly report on Form 10-Q for the three months ended March 31, 2013. The forward-looking statements speak only as of the date made, and DISH expressly disclaims any obligation to update these forward-looking statements. Nothing herein shall be deemed to be a forecast, projection or estimate of the future financial performance of DISH, Clearwire Corporation or the enlarged DISH following the completion of the tender offer.

DISH Network Corporation
Media Contact

Bob Toevs, 303-723-2010
bob.toevs@dish.com
@DISHNews
or
Investor Contact
Jason Kiser, 303-723-2210
jason.kiser@dish.com




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