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): December 2, 2010

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))

Item 8.01. Other Events.

Notes offerings:

     On December 2, 2010, Clearwire Corporation (the “Company”) announced plans for the launch of an offering by its operating subsidiary, Clearwire Communications (“Clearwire Communications”), of over $1.1 billion of new debt securities in private placement transactions. Clearwire Communications is offering $175.0 million first-priority senior secured notes due 2015 (the “First Lien Notes”), $500.0 million of second-priority secured notes due 2017 (the “Second Lien Notes”) and $500.0 million of exchangeable notes due 2040 (the “Exchangeable Notes” and collectively with the First Lien Notes and the Second Lien Notes, the “Notes”) and will grant the initial purchasers of the Exchangeable Notes an option to purchase up to an additional $100.0 million of Exchangeable Notes. Upon exchange of the Exchangeable Notes, Clearwire Communications may deliver either shares of Class A Common Stock of the Company or cash. Certain stockholders of the Company that hold equity securities representing approximately 85% of the Company’s voting power have pre-emptive rights for 30 days from the date of the offering memorandum for the Exchangeable Notes that entitle such stockholders to purchase their pro rata share (based upon voting power) of all Exchangeable Notes issued. We have received waivers from stockholders holding approximately 31% of the voting power. The remaining pre-emptive rights, if exercised, could result in Clearwire Communications issuing up to an additional approximately $584.6 million in Exchangeable Notes (assuming no exercise of the applicable initial purchasers’ over-allotment option). The Company is not aware whether all or any of these rights will be exercised. The First Lien Notes will be issued under the indenture dated November 24, 2009 governing Clearwire Communications’ existing $1.85 billion of secured notes issued in November 2009. The Company intends to use the net proceeds from the offering of the Notes for working capital and for general corporate purposes, including capital expenditures.

     The Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

     This Current Report on Form 8-K is not an offer to buy or the solicitation of an offer to sell any securities.

Designation of new Sprint director nominees:

     Sprint has nominated William R. Blessing, Mufit Cinali and Hossein Eslambolchi, Ph.D. for election to the Company’s board of directors. Their election is expected to occur at the next meeting of the Company’s board of directors on December 10, 2010.

     Mr. Blessing is currently a consultant to Burns & McDonnell where he advises clients on smart grid and telecommunications strategy. Prior to this, he served as Senior Vice President, Corporate Strategy and Development for Embarq Corporation, an integrated communications services provider. He also held various executive positions with Sprint from 1990 to 2005.

     Mr. Cinali is currently a Managing Director with Springwell Capital Partners, LLC. He has also held strategy, development and M&A positions with Hughes Electronics Corporation, AT&T, GE Capital Corporation, and Bain and Company.

     Dr. Eslambolchi holds extensive experience in the telecommunications industry and is currently a technical advisor to Ericsson Corporation and the University of California School of Engineering. He has held several senior positions with AT&T including global Chief Technology Officer, global Chief Information Officer, Chief President and Chief Executive Officer of AT&T Labs and AT&T Global Network Services.

     The nominees, if elected, would fill the Company’s three current open seats on its board of directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated December 2, 2010, regarding the Notes offerings.
99.2	Press Release, dated December 2, 2010, regarding the nomination of Sprint nominees to the Clearwire Corporation board of directors.

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.

Dated: December 2, 2010	CLEARWIRE CORPORATION
	By:	/s/ Erik E. Prusch
		Erik E. Prusch
		Chief Financial Officer

EX-99.1

Exhibit 99.1

     

Clearwire Communications LLC Announces Plans to Raise Over $1.1 billion

KIRKLAND, Wash.— December 2, 2010 — Clearwire Corporation (NASDAQ: CLWR) —today announced that its operating subsidiary Clearwire Communications LLC (“Clearwire Communications”) plans to raise over $1.1 billion through the offering of debt securities in private placement transactions.

Clearwire Communications is offering $175.0 million first-priority senior secured notes due 2015, $500.0 million of second-priority secured notes due 2017 and $500.0 million of exchangeable notes due 2040 and will grant the initial purchasers of the exchangeable notes an option to purchase up to an additional $100.0 million of exchangeable notes. Upon exchange, Clearwire Communications may deliver either shares of Class A Common Stock of Clearwire Corporation or cash. Certain stockholders of Clearwire Corporation that hold equity securities representing approximately 85% of Clearwire Corporation’s voting power have pre-emptive rights for 30 days from the date of the offering memorandum for the exchangeable notes that entitle such stockholders to purchase their pro rata share (based upon voting power) of all exchangeable notes issued. Clearwire Corporation has received waivers from stockholders holding approximately 31% of the voting power. The remaining pre-emptive rights, if exercised, could result in Clearwire Communications issuing up to an additional approximately $584.6 million in exchangeable notes (assuming no exercise of the applicable initial purchasers’ over-allotment option). Clearwire Corporation is not aware whether all or any of these rights will be exercised. The first lien notes will be issued under the indenture dated November 24, 2009 governing Clearwire Communications’ existing $1.85 billion of secured notes issued in November 2009. Clearwire intends to use the net proceeds from the offering of the notes for working capital and for general corporate purposes, including capital expenditures.

The notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act. The notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities.

About Clearwire

Clearwire Corporation (NASDAQ: CLWR), through its operating subsidiaries, is a leading provider of wireless broadband services. Clearwire’s 4G mobile broadband network today serves 68 markets, including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C., Atlanta and Boston, and provides coverage in areas of the U.S. where approximately 103 million people live, and the company plans to continue to expand its 4G coverage. Clearwire’s open all-IP network, combined with significant spectrum holdings, provides an unprecedented combination of speed and mobility to deliver next generation broadband access. The company markets its 4G service through its own brand called CLEAR^® as well as through its wholesale relationships with Sprint, Comcast and Time Warner Cable. Strategic investors include Intel Capital, Comcast, Sprint, Google, Time Warner Cable, and Bright House Networks. Clearwire is headquartered in Kirkland, Wash. Additional information is available at www.clearwire.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release, and other written and oral statements made by Clearwire from time to time, contain forward-looking statements which are based on management’s current expectations and beliefs, as well as on a number of assumptions concerning future events made with information that is currently available. Forward-looking statements may include, without limitation, management’s expectations regarding future financial and operating performance and financial condition; proposed transactions; network development and market launch plans; strategic plans and objectives; industry conditions; the strength of the balance sheet; and liquidity and financing needs. The words “will,” “would,” “may,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “believe,” “target,” “designed,” “plan” and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to put undue reliance on such forward- looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside of Clearwire’s control, which could cause actual results to differ materially and adversely from such statements. These forward-looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors which include, but are not limited to, downturns in economic and market conditions, risks related to the completion of pending offerings, increases in interest rates and operating costs, general volatility of the capital markets, our ability to access the capital markets, changes in the competitive environment in our industry and the markets where we invest, and other risk factors discussed in the sections entitled “Risk Factors” in Clearwire’s Annual Report on Form 10-K filed on February 24, 2010 and its Quarterly Report on Form 10-Q filed November 4, 2010. Clearwire believes 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. Clearwire is not obligated to publicly release any revisions to forward-looking statements to reflect events after the date of this release.

Source: Clearwire Corporation

Clearwire Contacts

Investor Relations:

Paul Blalock, 425-636-5828

paul.blalock@clearwire.com

Media Relations:

Susan Johnston, 425-216-7913

susan.johnston@clearwire.com

JLM Partners for Clearwire

Mike DiGioia or Jeremy Pemble, 206-381-3600

mike@jlmpartners.com or jeremy@jlmpartners.com

2 

EX-99.2

Exhibit 99.2

     

For Release December 2, 2010

7:15am Eastern

Clearwire Announces Nomination of Three Candidates to
Company’s Board of Directors

KIRKLAND, Wash., December 2, 2010 — Clearwire Corporation (NASDAQ: CLWR), a leading provider of wireless broadband services and operator of the first 4G network in the country, today announced that Sprint has nominated William R. Blessing, Mufit Cinali and Hossein Eslambolchi for election to the Clearwire Corporation board of directors. Their election is expected to occur at the next meeting of the board on December 10, 2010.

“We are pleased to have such a talented and seasoned group of senior executives nominated to join our board of directors as we continue to expand our 4G subscriber base and deliver value to both our customers and shareholders,” said Bill Morrow, Clearwire CEO.

Mr. Blessing is currently a consultant to Burns & McDonnell where he advises clients on smart grid and telecommunications strategy. Prior to this, he served as Senior Vice President, Corporate Strategy and Development for Embarq Corporation, an integrated communications services provider. He also held various executive positions with Sprint from 1990 to 2005.

Mr. Cinali is currently a Managing Director with Springwell Capital Partners, LLC. He has also held strategy, development and M&A positions with Hughes Electronics Corporation, AT&T, GE Capital Corporation, and Bain and Company.

Dr. Eslambolchi holds extensive experience in the telecommunications industry and is currently a technical advisor to Ericsson Corporation and the University of California School of Engineering. He has held several senior positions with AT&T including global Chief Technology Officer, global Chief Information Officer, Chief President and Chief Executive Officer of AT&T Labs and AT&T Global Network Services.

The nominees, if elected, would fill Clearwire’s three current open seats on its board of directors.

About Clearwire

Clearwire Corporation (NASDAQ: CLWR), through its operating subsidiaries, is a leading provider of wireless broadband services. Clearwire’s 4G network currently provides coverage in areas of the U.S. where approximately 103 million people live, and the company plans to continue to expand its 4G coverage. Clearwire’s open all-IP network, combined with significant spectrum holdings, provides an unprecedented combination of speed and mobility to deliver next generation broadband access. The company markets its 4G service through its own brand called CLEAR^® as well as through its wholesale relationships with Sprint, Comcast and Time Warner Cable. Strategic investors include Intel Capital, Comcast, Sprint, Google, Time Warner Cable, and Bright House Networks. Clearwire is headquartered in Kirkland, Wash. Additional information is available at www.clearwire.com.

Forward-Looking Statements

This release, and other written and oral statements made by Clearwire from time to time, contains forward-looking statements which are based on management’s current expectations and beliefs, as well as on a number of assumptions concerning future events made with information that is currently available. Forward-looking statements may include, without limitation, management’s expectations regarding future financial and operating performance and financial condition; proposed transactions; network development and market launch plans; strategic plans and objectives; industry conditions; the strength of the balance sheet; and liquidity and financing needs. The words “will,” “would,” “may,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “believe,” “target,” “designed,” “plan” and similar expressions are intended to identify

forward-looking statements. Readers are cautioned not to put undue reliance on such forward- looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside of Clearwire’s control, which could cause actual results to differ materially and adversely from such statements. Some factors that could cause actual results to differ are:

• We are an early-stage company with a history of operating losses and we expect to continue to realize significant net losses for the foreseeable future.

• Our current and future plans are subject to a number of conditions and uncertainties, including among others, our ability to manage ongoing market development activities, our performance in launched markets and our access to additional funding.

• We regularly evaluate our plans, and we may elect to pursue new or alternative strategies which we believe would be beneficial to our business, including among other things, modifying the pace at which we build our 4G mobile broadband networks, augmenting our network coverage in markets we launch, changing our sales and marketing strategy and or acquiring additional spectrum. Such modifications to our plans could significantly change our capital requirements.

• We believe that we require substantial additional financing to maintain our current business plans, and if we are unable to raise such financing on acceptable terms we will need to modify our plans accordingly.

• We may fail to realize all of the anticipated benefits of the transactions with Sprint and the strategic investors.

• We have deployed a wireless broadband network based on mobile WiMAX technology, and would incur significant costs to deploy alternative technologies. Additionally, such alternative technologies may not perform as we expect on our network and deploying such technologies would result in additional risks to the company.

• We currently depend on our commercial partners to develop and deliver the equipment for our legacy and mobile WiMAX networks.

• Many of our competitors are better established and have significantly greater resources, and may subsidize their competitive offerings with other products and services.

• Our substantial indebtedness and restrictive debt covenants could limit our financing options and liquidity position and may limit our ability to grow our business.

• Sprint Nextel Corporation owns a majority of our shares, resulting in Sprint holding a majority voting interest in the Company, and Sprint may have, or may develop in the future, interests that may diverge from other stockholders.

• Future sales of large blocks of our common stock may adversely impact our stock price.

For a more detailed description of the factors that could cause such a difference, please refer to Clearwire’s filings with the Securities and Exchange Commission, including the information under the heading “Risk Factors” in our Annual Report on Form 10-K filed on February 24, 2010 and our Quarterly Report on Form 10-Q filed on November 4, 2010. Clearwire assumes no obligation to update or supplement such forward-looking statements.

###

Clearwire Corporation
Investor Relations:
Paul Blalock, 425-636-5828
paul.blalock@clearwire.com
or
Media Relations:
Susan Johnston, 425-216-7913
susan.johnston@clearwire.com
or
JLM Partners for Clearwire
Mike DiGioia or Jeremy Pemble, 206-381-3600
mike@jlmpartners.com or jeremy@jlmpartners.com