8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 28, 2008

CLEARWIRE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 1-34196
(Commission File Number) 56-2408571
(I.R.S. Employer
Identification No.)

4400 Carillon Point, Kirkland, WA 98033
(Address of Principal Executive Offices) (Zip Code)

(425) 216-7600
(Registrant’s Telephone Number, Including Area Code)

Not applicable.
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

ITEM 2.01. Completion of Acquisition or Disposition of Assets.

     On November 28, 2008, Clearwire Corporation (f/k/a New Clearwire Corporation) (the “Company”) consummated the transactions (the “Transactions”) contemplated by the Transaction Agreement and Plan of Merger, dated as of May 7, 2008, as amended on November 21, 2008 (the “Transaction Agreement”), with Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Intel Corporation, a Delaware corporation (“Intel”), Google Inc., a Delaware corporation (“Google”), Comcast Corporation, a Pennsylvania corporation (“Comcast”), Time Warner Cable Inc., a Delaware corporation (“Time Warner Cable”), and Bright House Networks, LLC, a Delaware limited liability company (“Bright House” and, together with Intel, Google, Comcast and Time Warner Cable, the “Investors”).

     Upon consummation of the Transactions, the Company received (i) from Sprint, a contribution of spectrum and certain other assets associated with the development and operations of Sprint’s WiMAX business in exchange for non-voting equity interests in Clearwire Communications, LLC, a direct, wholly-owned subsidiary of the Company (“Clearwire Communications”), and $37,000 in cash as consideration for 370 million shares of Class B Common Stock of the Company; (ii) from the Investors other than Google, an aggregate of $2.7 billion in cash as consideration for non-voting equity interests in Clearwire Communications and 135 million shares of Class B Common Stock of the Company; and (iii) from Google, $500 million in cash as consideration for 25 million shares of Class A Common Stock of the Company. The number of shares of Class B Common Stock of the Company and non-voting equity interests of Clearwire Communications is subject to post-closing adjustment as set forth in the Transaction Agreement. A copy of the Transaction Agreement was previously filed as Exhibit 2.1 to the Company’s Registration Statement on Form S-4, originally filed on August 22, 2008.

     Upon consummation of the Transactions, the Company and Clearwire Communications also entered into several commercial agreements with Sprint and certain of the Investors relating to, among other things, access rights to towers that Sprint owns or leases, resales by Clearwire Communications and certain Investors of bundled second generation and third generation wireless communications, resales by Sprint and certain Investors of Clearwire Communications’ fourth generation wireless communications (“4G”) services, most favored reseller status with respect to economic and non-economic terms of certain service agreements, collective development of new 4G services, creation of desktop and mobile applications on the Company’s network, the embedding of WiMAX chips into various of the Company’s network devices and the development of Internet services and protocols.

ITEM 7.01. Regulation FD Disclosure

     On November 28, 2008, the Company issued a press release announcing the closing of the transactions described above. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated November 28, 2008

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CLEARWIRE CORPORATION
Dated: November 28, 2008
	By:	/s/ Broady R. Hodder
		Broady R. Hodder
		Senior Vice President and General Counsel

     EXHIBIT INDEX

99.1 Press Release dated November 28, 2008

EX-99.1

Clearwire Completes Landmark Transaction
with Sprint Nextel to Combine 4G Mobile WiMAX Businesses

Clearwire Receives $3.2 Billion Cash Investment from Comcast, Intel, Time Warner
Cable, Google and Bright House Networks

Clearwire Spectrum Holdings to Enable Unmatched Network Capacity for Broadband
Services

Clearwire to Hold Conference Call and Webcast for Press and Industry Analysts on
Monday, December 1, 2008

KIRKLAND, Wash. and OVERLAND PARK, Kan. — Nov. 28, 2008 — Clearwire Corporation (NASDAQ: CLWRD for the first 20 trading days and CLWR thereafter) and Sprint Nextel Corporation (NYSE: S) announced today that they have completed the transaction to combine their next-generation wireless Internet businesses. With the closing, Sprint contributed all of its 2.5 GHz spectrum and its WiMAX-related assets, including its XOHM business, to Clearwire. In addition, Clearwire has received a $3.2 billion cash investment from Comcast, Intel, Time Warner Cable, Google and Bright House Networks. The transaction with Sprint and the new cash investment were completed on the terms originally announced on May 7, 2008. The new company retains the name Clearwire, and remains headquartered in Kirkland, Washington.

Webcast and Conference Call

On Monday, December 1, at 10 a.m. Eastern Time (7 a.m. Pacific Time), Clearwire will hold a conference call for press and industry analysts to share its perspective and provide other information about the new company. The call is expected to last approximately 30 minutes. To access Monday’s conference call, please call 866-783-2140 or outside the U.S., dial 857-350-1599. The passcode for the call is 41467097. The simultaneous webcast can be accessed via the Internet at http://investors.clearwire.com. The conference call will be archived and available for replay until midnight Eastern Time (9 p.m. Pacific Time), on Monday, December 15, 2008. To access the replay, please call 888-286-8010 or outside the United States, dial 617-801-6888. The replay passcode is 67750421.

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About Clearwire

Clearwire, (NASDAQ: CLWR), offers a robust suite of advanced high-speed wireless broadband services to consumers and businesses. Clearwire’s open all-IP network, combined with rich spectrum holdings, provides unmatched network capacity to deliver next-generation Internet access and applications. The company is building the first, nationwide 4G mobile Internet network, bringing together an unprecedented combination of speed and mobility. Strategic investors include Sprint Nextel Corporation, Comcast Corporation, Intel through Intel Capital, Time Warner Cable, Google, and Bright House Networks. Clearwire currently provides mobile WiMAX-based service in Baltimore, Md., and provides pre-WiMAX services in 50 markets across the U.S. and Europe. Headquartered in Kirkland, Wash., additional information about Clearwire is available at www.clearwire.com.

About Sprint Nextel

Sprint Nextel offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two wireless networks serving nearly 51 million customers at the end of the third quarter 2008; industry-leading mobile data services; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. For more information, visit www.sprint.com.

Contacts:

Clearwire Investor Relations	Clearwire Media Relations
Mary Ekman	Susan Johnston
425-216-7995	425-216-7913
mary.ekman@clearwire.com	susan.johnston@clearwire.com
Sprint Investor Relations	Sprint Media Relations
Bryan Fries	Scott Sloat
800-239-3755	301-951-2816
Investor.relations@sprint.com	Scott.sloat@sprint.com

# # #

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the securities laws. The statements in this release regarding anticipated benefits of the transaction; plans for the development and deployment of the first nationwide next-generation wireless broadband network based on mobile WiMAX technology; the timing, availability, capabilities and coverage of our network; products and services to be offered on our network; and other statements that are not historical facts are forward-looking statements. The words “will,” “would,” “may,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “believe,” “target,” “designed” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are projections reflecting management’s judgment and assumptions based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.

Future performance cannot be assured. Actual results may differ materially from those in the forward-looking statements due to a variety of factors, including, but not limited to:

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• the costs and business risks associated with deploying our network and offering products and services utilizing mobile WiMAX technology;

• the ability of third-party suppliers, software developers and other vendors to perform requirements and satisfy obligations necessary to create products and software designed to support desired features and functionality;

• the impact of adverse network performance; and

• other risks referenced from time to time in each company’s respective filings with the Securities and Exchange Commission, including, for Sprint, in the Form 10-K for the year ended December 31, 2007, in Part I, Item 1A, “Risk Factors” and for Clearwire, in the Form 10-K for the year ended December 31, 2007, in Part I, Item IA, “Risk Factors” and subsequent Forms 10-Q for each company as well as in the section of Clearwire’s proxy statement/prospectus entitled “Risk Factors”, which was filed on Form S-4 with the Securities and Exchange Commission (File No. 333-153128).

Sprint and Clearwire believe the forward-looking statements in this release are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations and speak only as of the date of this release. Neither Sprint nor Clearwire is obligated to publicly release any revisions to forward-looking statements to reflect events after the date of this release.

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