Copies to:
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David Fox
Joshua Korff
David Feirstein
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
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Thomas H. Kennedy
Jeremy D. London
Skadden, Arps, Slate, Meagher & Flom
LLP
Four Times Square
New York, New York 10036
(212)
735-3000
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Robert E. Spatt
Marni J. Lerner
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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Michael J. Egan
King & Spalding LLP
1180 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 572-4600
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This statement is filed in connection with (check the appropriate box):
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a.
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x
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934 (the
Act).
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b.
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¨
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The filing of a registration statement under the Securities Act of 1933.
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c.
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¨
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A tender offer.
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d.
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¨
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
¨
Check the following box if the filing is a final amendment reporting
the results of the transaction:
¨
Calculation of Filing Fee
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Transaction
Valuation
1
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Amount of Filing Fee
2
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$3,830,170,665.00
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$522,435.28
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1
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The filing fee was determined based upon the sum of (a) 668,248,967 (which represents the total number of shares of Class A Common Stock of Clearwire
outstanding and not beneficially owned by Sprint Nextel Corporation, SoftBank Corp. or any of their respective affiliates), multiplied by $5.00 per share, (b) 65,644,812 of Class B Common Stock of Clearwire and Class B Common Units of Clearwire
Communications LLC outstanding and not beneficially owned by Sprint Nextel Corporation, SoftBank Corp. or any of their respective affiliates, which can be exchanged into 65,644,812 shares of Class A Common Stock of Clearwire, multiplied by
$5.00, (c) 30,840,354 restricted stock units outstanding or reserved for issuance pursuant to awards made under the Companys 2012 Performance Long-Term Incentive Plan, multiplied by $5.00 per share per share, and (d) 2,000,000 shares
of Class A Common Stock of Clearwire issuable upon exercise of outstanding warrants with an exercise price of less than $5.00, multiplied by $3.25 per share (which is the excess of $5.00 over the weighted average exercise price of such
warrants).
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2
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In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, the filing fee was determined by
multiplying .00013640 by the Total Consideration.
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x
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) under the Act and identify the filing with which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $306,192.94
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Filing Party: Clearwire Corporation
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Form or Registration No.: Schedule 14A
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Date Filed: February 1, 2013
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Amount Previously Paid: $3,990.98
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Filing Party: Clearwire Corporation
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Form or Registration No.: Schedule 14A
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Date Filed: March 12, 2013
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Amount Previously Paid: $44,919.30
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Filing Party: Sprint Nextel Corporation
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Form or Registration No.: Schedule 13E-3
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Date Filed: May 22, 2013
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Amount Previously Paid: $167,332.06
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Filing Party: Sprint Nextel Corporation
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Form or Registration No.: Schedule 13E-3
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Date Filed: June 25, 2013
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Introduction
This Amendment No. 11 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this Final Amendment) is being filed jointly by Clearwire Corporation, a Delaware corporation
(Clearwire), Sprint Nextel Corporation, a Kansas corporation (Sprint), Sprint HoldCo, LLC, a Delaware limited liability company (Sprint HoldCo), SN UHC 1, Inc., a Delaware corporation (SN UHC 1) and SN
UHC 4, Inc., a Delaware Corporation (SN UHC 4) in connection with the Agreement and Plan of Merger, dated as of December 17, 2012, as amended on April 18, 2013, May 21, 2013 and June 20, 2013, by and among Clearwire, Sprint and Collie
Acquisition Corp., a Delaware corporation (Merger Sub, and together with Sprint, Sprint HoldCo, SN UHC 1 and SN UHC 4, the Sprint Parties) (such agreement, as it may be amended from time to time, the Merger
Agreement). Pursuant to the terms of the Merger Agreement, on July 9, 2013, Merger Sub was merged with and into Clearwire, with Clearwire continuing as the surviving corporation and a wholly owned subsidiary of Sprint (the Merger).
Clearwire, Sprint, Sprint HoldCo, SN UHC 1 and SN UHC 4 are referred to herein as the Filing Persons. Merger Sub
is no longer a Filing Person because it was merged with and into Clearwire.
Clearwire filed a definitive proxy statement (the
Definitive Proxy Statement) under Section 14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), on April 23, 2013, pursuant to which the Clearwire board of directors solicited proxies from
stockholders of Clearwire in connection with the Merger, including to adopt the Merger Agreement. Clearwire filed a supplement to the Definitive Proxy Statement on May 22, 2013 (the First Proxy Statement Supplement), a second
supplement to the Definitive Proxy Statement on May 30, 2013 (the Second Proxy Statement Supplement), a third supplement to the Definitive Proxy Statement on May 31, 2013 (the Third Proxy Statement Supplement), a
fourth supplement to the Definitive Proxy Statement on June 13, 2013 (the Fourth Proxy Statement Supplement), a fifth supplement to the Definitive Proxy Statement on June 25, 2013 (the Fifth Proxy Statement Supplement) and a
sixth supplement to the Definitive Proxy Statement on July 3, 2013 (the Sixth Proxy Statement Supplement, and, together with the Definitive Proxy Statement, the First Proxy Statement Supplement, the Second Proxy Statement Supplement, the
Third Proxy Statement Supplement, the Fourth Proxy Statement Supplement and the Fifth Proxy Statement Supplement, the Proxy Statement). The information set forth in the Proxy Statement, including all annexes thereto, is hereby
incorporated herein by reference, and the responses to each item in this Final Amendment are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto.
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of
this Final Amendment.
All information in, or incorporated by reference in, this Final Amendment and/or the Proxy Statement
other than information concerning the Sprint Parties and their affiliates other than Clearwire has been supplied by Clearwire. All information in, or incorporated by reference in, this Final Amendment and/or the Proxy Statement concerning the Sprint
Parties and their affiliates other than Clearwire has been supplied by or on behalf of the Sprint Parties.
Item 8. Fairness of the
Transaction.
Regulation M-A Item 1014
(e)
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The Merger was approved by a majority of the directors of Clearwire who were not employees of Clearwire.
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Item 15. Additional Information.
Regulation M-A Item 1011
(c)
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Item 15(c) is hereby amended and supplemented as follows:
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On July 8, 2013, at a special meeting of Clearwires stockholders, (i) the holders of at least 75% of the outstanding shares of Clearwires common stock entitled to vote on the adoption of the
Merger Agreement, voting as a single class, and (ii) the holders of at least a majority of the outstanding shares of Clearwires common stock not held by Sprint, SoftBank or any of their respective affiliates, voting as a single class, voted to
adopt the Merger Agreement.
On July 9, 2013, Clearwire filed a Certificate of Merger with the Secretary of State of the State
of Delaware, pursuant to which Merger Sub was merged with and into Clearwire, with Clearwire continuing as the surviving corporation and a wholly owned subsidiary of Sprint. At the effective time of the Merger, each issued and outstanding share of
Class A common stock of Clearwire, par value $0.0001 per share (the Class A Common Stock) (other than any shares held by Sprint, SoftBank Corp., any of their respective affiliates and any stockholders who properly exercised their
appraisal rights under Delaware law) automatically converted into the right to receive $5.00 per share in cash, without interest, less any applicable withholding taxes.
As a result of the Merger, the Class A Common Stock will cease trading on the NASDAQ Global Select Market and became eligible for termination of registration under the Exchange Act. Accordingly, Clearwire
will file a Certification and Notice of Termination of Registration on Form 15 with the SEC in order to deregister its common stock under the Exchange Act.
1
Item 16. Exhibits.
Regulation M-A Item 1016
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Exhibit
No.
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Description
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(a)(1)
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Proxy Statement of Clearwire Corporation (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on April 23, 2013, and incorporated by
reference herein) (the Definitive Proxy Statement).
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(a)(2)
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Form of Proxy Card (included as part of the Fifth Proxy Statement Supplement).
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(a)(3)
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Press release, dated December 17, 2012 (incorporated by reference to Exhibit 99.2 to Clearwires Form 8-K, dated and filed December 17, 2012).
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(a)(4)
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Supplement to Proxy Statement (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on May 22, 2013, and incorporated by reference herein)
(the First Proxy Statement Supplement).
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(a)(5)
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Press Release, dated May 22, 2013 (incorporated by reference to Exhibit 99.1 to Clearwires Form 8-K, dated and filed May 22, 2013).
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(a)(6)
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Supplement to Proxy Statement (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on May 28, 2013, and incorporated by reference herein)
(the Second Proxy Statement Supplement).
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(a)(7)
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Press Release, dated May 28, 2013 (incorporated by reference to Exhibit 99.1 to Clearwires Form 8-K, dated and filed May 28, 2013).
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(a)(8)
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Press Release, dated May 29, 2013 (incorporated by reference to Exhibit 99.1 to Clearwires Form 8-K, dated and filed May 29, 2013).
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(a)(9)
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Supplement to Proxy Statement (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on May 30, 2013, and incorporated by reference herein)
(the Third Proxy Statement Supplement).
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(a)(10)
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Press Release, dated May 31, 2013 (incorporated by reference to Exhibit 99.1 to Clearwires Form 8-K, dated and filed May 31, 2013).
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(a)(11)
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Supplement to Proxy Statement (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on June 13, 2013, and incorporated by reference herein)
(the Fourth Proxy Statement Supplement).
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(a)(12)
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Supplement to Proxy Statement (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on June 25, 2013, and incorporated by reference herein)
(the Fifth Proxy Statement Supplement).
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(a)(13)
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Press Release, dated June 20, 2013 (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on June 20, 2013).
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(a)(14)
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Press Release, dated June 3, 2013 (included in Sprints Schedule 14A filed with the Securities and Exchange Commission on June 3, 2013, and incorporated by reference
herein).
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(a)(15)
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Supplement to Proxy Statement (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on July 3, 2013) (the Sixth Proxy Statement
Supplement).
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(c)(1)
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Opinion of Centerview Partners LLC to the special committee and audit committee of the board of directors of Clearwire, dated December 16, 2012 (included as Annex J of the
Definitive Proxy Statement).
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(c)(2)
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Opinion of Evercore Group L.L.C. to the board of directors of Clearwire, dated December 16, 2012 (included as Annex K of the Definitive Proxy Statement).
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(c)(3)
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Opinion of Centerview Partners LLC to the special committee and audit committee of the board of directors of Clearwire, dated May 21, 2013 (included as Annex S-J of the First Proxy
Statement Supplement).
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2
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Exhibit
No.
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Description
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(c)(4)
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Opinion of Evercore Group L.L.C. to the board of directors of Clearwire, dated May 21, 2013 (included as Annex S-K of the First Proxy Statement
Supplement).
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(c)(5)*
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Presentation of Centerview Partners LLC to the special committee of the board of directors of Clearwire, dated December 3, 2012.
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(c)(6)*
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Presentation of Evercore Group L.L.C. to the board of directors of Clearwire, dated December 12, 2012.
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(c)(7)*
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Presentation of Centerview Partners LLC to the special committee and the audit committee of the board of directors of Clearwire, dated December 12, 2012.
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(c)(8)*
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Presentation of Evercore Group L.L.C. to the board of directors of Clearwire, dated December 16, 2012
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(c)(9)*
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Presentation of Centerview Partners LLC to the special committee and the audit committee of the board of directors of Clearwire, dated December 16, 2012.
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(c)(10)**
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Presentation of Centerview Partners LLC to the special committee of the board of directors of Clearwire, dated December 14, 2012.
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(c)(11)**
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Presentation of Centerview Partners LLC to the special committee of the board of directors of Clearwire, dated December 16, 2012.
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(c)(12)***
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Presentation of Centerview Partners LLC to the special committee of the board of directors of Clearwire, dated May 21, 2013.
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(c)(13)***
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Presentation of Evercore Group L.L.C. to the board of directors of Clearwire, dated May 21, 2013.
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(c)(14)
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Opinion of Centerview Partners LLC to the special committee of the board of directors of Clearwire, dated June 12, 2013 (included as Annex A of Clearwires
Schedule 14D-9 filed with the Securities and Exchange Commission on June 12, 2013, and incorporated by reference herein).
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(c)(15)
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Opinion of Evercore Group L.L.C. to the board of directors of Clearwire, dated June 12, 2013 (included as Annex B of Clearwires Schedule 14D-9 filed with the
Securities and Exchange Commission on June 12, 2013, and incorporated by reference herein).
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(c)(16)
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Opinion of Centerview Partners LLC to the special committee of the board of directors of Clearwire, dated June 20, 2013 (included as Annex S-J of the Fifth Proxy Statement
Supplement).
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(c)(17)
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Opinion of Evercore Group L.L.C. to the board of directors of Clearwire, dated June 20, 2013 (included as Annex S-K of the Fifth Proxy Statement Supplement).
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(c)(18)****
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Presentation of Centerview Partners LLC to the special committee of the board of directors of Clearwire, dated June 20, 2013.
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(c)(19)****
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Presentation of Evercore Group L.L.C. to the board of directors of Clearwire, dated June 20, 2013.
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(d)(1)
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Agreement and Plan of Merger, dated as of December 17, 2012, by and among Sprint, Merger Sub and Clearwire (included as Annex A-1 of the Definitive Proxy
Statement).
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(d)(2)
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First Amendment to Agreement and Plan of Merger, dated as of April 18, 2013, by and among Sprint, Merger Sub and Clearwire (included as Annex A-2 of the Definitive Proxy
Statement).
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(d)(3)
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Second Amendment to Agreement and Plan of Merger, dated as of May 21, 2013, by and among Sprint, Merger Sub and Clearwire (included as Annex S-A of the First Proxy Statement
Supplement).
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(d)(4)
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Third Amendment to Agreement and Plan of Merger, dated as of June 20, 2013, by and among Sprint, Merger Sub and Clearwire (included as Annex S-A of the Fifth Proxy Statement
Supplement).
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(d)(5)
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Voting and Support Agreement, dated as of December 17, 2012, by and among Clearwire and the Persons named on Schedule A thereto (included as Annex B of the Definitive Proxy
Statement).
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(d)(6)
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Agreement Regarding Right of First Offer, dated as of December 17, 2012, by and among Sprint HoldCo, Sprint and the Persons named on Schedule A thereto (included as Annex C of the
Definitive Proxy Statement).
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(d)(7)
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Irrevocable Exchange Agreement, dated as of December 17, 2012, by and among Clearwire, Sprint and Intel Capital Wireless Investment
Corporation 2008A (included as Annex D of the Definitive Proxy Statement).
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3
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Exhibit
No.
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Description
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(d)(8)
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Second Amendment to the Equityholders Agreement, dated as of December 17, 2012, by and among Clearwire, Sprint HoldCo, SN UHC 1, Eagle River Holdings, LLC, Intel Capital
Wireless Investment Corporation 2008A, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc. and Comcast Corporation (included as Annex E-1 of the Definitive Proxy Statement).
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(d)(9)
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Third Amendment to the Equityholders Agreement, dated as of December 17, 2012, by and among Clearwire, Sprint HoldCo, SN UHC 1, Eagle River Holdings, LLC, Intel Capital
Wireless Investment Corporation 2008A, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc. and Comcast Corporation (included as Annex E-2 of the Definitive Proxy Statement).
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(d)(10)
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Note Purchase Agreement, dated as of December 17, 2012, by and among Clearwire, Clearwire Communications LLC, Clearwire Finance, Inc. and Sprint (included as Annex F-1 of the
Definitive Proxy Statement).
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(d)(11)
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First Amendment to the Note Purchase Agreement, dated as of January 31, 2013, by and among Clearwire, Clearwire Communications LLC, Clearwire Finance, Inc. and Sprint (included as
Annex F-2 of the Definitive Proxy Statement).
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(d)(12)
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Second Amendment to the Note Purchase Agreement, dated as of February 26, 2013, by and among Clearwire, Clearwire Communications LLC, Clearwire Finance, Inc. and Sprint (included as
Annex F-3 of the Definitive Proxy Statement).
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(d)(13)
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Registration Rights Agreement, dated as of March 1, 2013, by and among Clearwire, Clearwire Communications LLC, Clearwire Finance, Inc., the entities listed on Schedule 1 thereto
and Sprint (included as Annex H of the Definitive Proxy Statement).
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(d)(14)
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Voting and Sale Agreement, dated as of June 20, 2013, among Sprint, Starburst II, Inc. and Mount Kellett Master Fund II-A, L.P. (incorporated by reference to Exhibit 99.66 to
Sprints Schedule 13D/A filed with the Securities and Exchange Commission on June 21, 2013).
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(d)(15)
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Voting and Sale Agreement, dated as of June 20, 2013, among Sprint, Starburst II, Inc. and Highside Capital Management, L.P. (incorporated by reference to Exhibit 99.67 to
Sprints Schedule 13D/A filed with the Securities and Exchange Commission on June 21, 2013).
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(d)(16)
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Voting and Sale Agreement, dated as of June 20, 2013, among Sprint, Starburst II, Inc. and Glenview Capital Management, LLC. (incorporated by reference to Exhibit 99.68 to
Sprints Schedule 13D/A filed with the Securities and Exchange Commission on June 21, 2013).
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(d)(17)
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Voting and Sale Agreement, dated as of June 20, 2013, among Sprint, Starburst II, Inc. and C P Management, L.L.C. (incorporated by reference to Exhibit 99.69 to Sprints
Schedule 13D/A filed with the Securities and Exchange Commission on June 21, 2013).
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(d)(18)
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Voting and Sale Agreement, dated as of June 21, 2013, among Sprint and Farallon Capital Partners, L.P. (incorporated by reference to Exhibit 99.71 to Sprints Schedule 13D/A
filed with the Securities and Exchange Commission on June 24, 2013).
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(d)(19)
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Voting and Sale Agreement, dated as of June 21, 2013, among Sprint and Farallon Capital Institutional Partners, L.P. (incorporated by reference to Exhibit 99.72 to Sprints
Schedule 13D/A filed with the Securities and Exchange Commission on June 24, 2013).
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(d)(20)
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Voting and Sale Agreement, dated as of June 21, 2013, among Sprint and Farallon Capital Institutional Partners II, L.P. (incorporated by reference to Exhibit 99.73 to Sprints
Schedule 13D/A filed with the Securities and Exchange Commission on June 24, 2013).
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(d)(21)
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Voting and Sale Agreement, dated as of June 21, 2013, among Sprint and Farallon Capital Offshore Investors II, L.P. (incorporated by reference to Exhibit 99.74 to Sprints
Schedule 13D/A filed with the Securities and Exchange Commission on June 24, 2013).
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(d)(22)
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Voting and Sale Agreement, dated as of June 21, 2013, among Sprint and Farallon Capital (AM) Investors, L.P. (incorporated by reference to Exhibit 99.75 to Sprints Schedule
13D/A filed with the Securities and Exchange Commission on June 24, 2013).
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(d)(23)
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Voting and Sale Agreement, dated as of June 21, 2013, among Sprint and Farallon Capital Institutional Partners III, L.P. (incorporated by reference to Exhibit 99.76 to Sprints
Schedule 13D/A filed with the Securities and Exchange Commission on June 24, 2013).
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(d)(24)
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Voting and Sale Agreement, dated as of June 21, 2013, among Sprint and Noonday Offshore, Inc. (incorporated by reference to Exhibit 99.77 to Sprints Schedule 13D/A filed with
the Securities and Exchange Commission on June 24, 2013).
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(d)(25)*****
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Voting and Sale Agreement, dated as of July 2, 2013, among Sprint, each person named on Schedule A thereto, Starburst II, Inc., Clearwire, Crest Investment Company, the Jamal
and Rania Daniel Revocable Trust, Mr. Jamal Daniel, Mrs. Rania Daniel, the Daria Daniel 2003 Trust, the Thalia Daniel 2003 Trust, the Naia Daniel 2003 Trust, Mr. Michael Wheaton and Crest Switzerland LLC.
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(d)(26)*****
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Waiver and Amendment Agreement, dated as of July 2, 2013, among Sprint, Sprint HoldCo, SN UHC 1, Comcast Corporation, Comcast Wireless Investment, LLC and BHN Spectrum Investments,
LLC.
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(f)
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Section 262 of the Delaware General Corporation Law (included as Annex L of the Definitive Proxy Statement).
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*
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Previously filed with the Schedule 13E-3 on February 1, 2013.
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**
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Previously filed with the Amendment No. 1 to Schedule 13E-3 on March 12, 2013.
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***
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Previously filed with the Amendment No. 6 to Schedule 13E-3 on May 22, 2013.
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****
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Previously filed with the Amendment No. 9 to Schedule 13E-3 on June 25, 2013.
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*****
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Previously filed with the Amendment No. 10 to Schedule 13E-3 on July 3, 2013.
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4
SIGNATURES
After due inquiry and to the best knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of July 9, 2013
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CLEARWIRE CORPORATION
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By:
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/s/ Charles R. Wunsch
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Name:
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Charles R. Wunsch
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Title:
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Vice President
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SPRINT NEXTEL CORPORATION
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By:
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/s/ Charles R. Wunsch
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Name:
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Charles R. Wunsch
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Title:
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Senior Vice President, General Counsel and Corporate Secretary
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SPRINT HOLDCO, LLC
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By:
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/s/ Charles R. Wunsch
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Name:
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Charles R. Wunsch
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Title:
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President
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SN UHC 1, INC.
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By:
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/s/ Charles R. Wunsch
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Name:
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Charles R. Wunsch
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Title:
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President
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SN UHC 4, INC.
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By:
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/s/ Charles R. Wunsch
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Name:
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Charles R. Wunsch
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Title:
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President
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5
Exhibit Index
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Exhibit
No.
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Description
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(a)(1)
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Proxy Statement of Clearwire Corporation (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on April 23, 2013, and incorporated by
reference herein) (the Definitive Proxy Statement).
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(a)(2)
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Form of Proxy Card (included as part of the Fifth Proxy Statement Supplement).
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(a)(3)
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Press release, dated December 17, 2012 (incorporated by reference to Exhibit 99.2 to Clearwires Form 8-K, dated and filed December 17, 2012).
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(a)(4)
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Supplement to Proxy Statement (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on May 22, 2013, and incorporated by reference herein)
(the First Proxy Statement Supplement).
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(a)(5)
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Press Release, dated May 22, 2013 (incorporated by reference to Exhibit 99.1 to Clearwires Form 8-K, dated and filed May 22, 2013).
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(a)(6)
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Supplement to Proxy Statement (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on May 28, 2013, and incorporated by reference herein)
(the Second Proxy Statement Supplement).
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(a)(7)
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Press Release, dated May 28, 2013 (incorporated by reference to Exhibit 99.1 to Clearwires Form 8-K, dated and filed May 28, 2013).
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(a)(8)
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Press Release, dated May 29, 2013 (incorporated by reference to Exhibit 99.1 to Clearwires Form 8-K, dated and filed May 29, 2013).
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(a)(9)
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|
Supplement to Proxy Statement (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on May 30, 2013, and incorporated by reference herein)
(the Third Proxy Statement Supplement).
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(a)(10)
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|
Press Release, dated May 31, 2013 (incorporated by reference to Exhibit 99.1 to Clearwires Form 8-K, dated and filed May 31, 2013).
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(a)(11)
|
|
Supplement to Proxy Statement (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on June 13, 2013, and incorporated by reference herein)
(the Fourth Proxy Statement Supplement).
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|
|
(a)(12)
|
|
Supplement to Proxy Statement (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on June 25, 2013, and incorporated by reference herein)
(the Fifth Proxy Statement Supplement).
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|
|
(a)(13)
|
|
Press Release, dated June 20, 2013 (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on June 20, 2013).
|
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|
(a)(14)
|
|
Press Release, dated June 3, 2013 (included in Sprints Schedule 14A filed with the Securities and Exchange Commission on June 3, 2013, and incorporated by reference
herein).
|
|
|
(a)(15)
|
|
Supplement to Proxy Statement (included in Clearwires Schedule 14A filed with the Securities and Exchange Commission on July 3, 2013) (the Sixth Proxy Statement
Supplement).
|
|
|
(c)(1)
|
|
Opinion of Centerview Partners LLC to the special committee and audit committee of the board of directors of Clearwire, dated December 16, 2012 (included as Annex J of the
Definitive Proxy Statement).
|
|
|
(c)(2)
|
|
Opinion of Evercore Group L.L.C. to the board of directors of Clearwire, dated December 16, 2012 (included as Annex K of the Definitive Proxy Statement).
|
|
|
(c)(3)
|
|
Opinion of Centerview Partners LLC to the special committee and audit committee of the board of directors of Clearwire, dated May 21, 2013 (included as Annex S-J of the First Proxy
Statement Supplement).
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|
|
(c)(4)
|
|
Opinion of Evercore Group L.L.C. to the board of directors of Clearwire, dated May 21, 2013 (included as Annex S-K of the First Proxy Statement Supplement).
|
6
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|
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Exhibit
No.
|
|
Description
|
|
|
(c)(5)*
|
|
Presentation of Centerview Partners LLC to the special committee of the board of directors of Clearwire, dated December 3, 2012.
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|
|
(c)(6)*
|
|
Presentation of Evercore Group L.L.C. to the board of directors of Clearwire, dated December 12, 2012.
|
|
|
(c)(7)*
|
|
Presentation of Centerview Partners LLC to the special committee and the audit committee of the board of directors of Clearwire, dated December 12, 2012.
|
|
|
(c)(8)*
|
|
Presentation of Evercore Group L.L.C. to the board of directors of Clearwire, dated December 16, 2012
|
|
|
(c)(9)*
|
|
Presentation of Centerview Partners LLC to the special committee and the audit committee of the board of directors of Clearwire, dated December 16, 2012.
|
|
|
(c)(10)**
|
|
Presentation of Centerview Partners LLC to the special committee of the board of directors of Clearwire, dated December 14, 2012.
|
|
|
(c)(11)**
|
|
Presentation of Centerview Partners LLC to the special committee of the board of directors of Clearwire, dated December 16, 2012.
|
|
|
(c)(12)***
|
|
Presentation of Centerview Partners LLC to the special committee of the board of directors of Clearwire, dated May 21, 2013.
|
|
|
(c)(13)***
|
|
Presentation of Evercore Group L.L.C. to the board of directors of Clearwire, dated May 21, 2013.
|
|
|
(c)(14)
|
|
Opinion of Centerview Partners LLC to the special committee of the board of directors of Clearwire, dated June 12, 2013 (included as Annex A of Clearwires Schedule 14D-9 filed
with the Securities and Exchange Commission on June 12, 2013, and incorporated by reference herein).
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|
|
(c)(15)
|
|
Opinion of Evercore Group L.L.C. to the board of directors of Clearwire, dated June 12, 2013 (included as Annex B of Clearwires Schedule 14D-9 filed with the Securities and
Exchange Commission on June 12, 2013, and incorporated by reference herein).
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|
|
(c)(16)
|
|
Opinion of Centerview Partners LLC to the special committee of the board of directors of Clearwire, dated June 20, 2013 (included as Annex S-J of the Fifth Proxy Statement
Supplement).
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|
|
(c)(17)
|
|
Opinion of Evercore Group L.L.C. to the board of directors of Clearwire, dated June 20, 2013 (included as Annex S-K of the Fifth Proxy Statement Supplement).
|
|
|
(c)(18)****
|
|
Presentation of Centerview Partners LLC to the special committee of the board of directors of Clearwire, dated June 20, 2013.
|
|
|
(c)(19)****
|
|
Presentation of Evercore Group L.L.C. to the board of directors of Clearwire, dated June 20, 2013.
|
|
|
(d)(1)
|
|
Agreement and Plan of Merger, dated as of December 17, 2012, by and among Sprint, Merger Sub and Clearwire (included as Annex A-1 of the Definitive Proxy
Statement).
|
|
|
(d)(2)
|
|
First Amendment to Agreement and Plan of Merger, dated as of April 18, 2013, by and among Sprint, Merger Sub and Clearwire (included as Annex A-2 of the Definitive Proxy
Statement).
|
|
|
(d)(3)
|
|
Second Amendment to Agreement and Plan of Merger, dated as of May 21, 2013, by and among Sprint, Merger Sub and Clearwire (included as Annex S-A of the First Proxy Statement
Supplement).
|
|
|
(d)(4)
|
|
Third Amendment to Agreement and Plan of Merger, dated as of June 20, 2013, by and among Sprint, Merger Sub and Clearwire (included as Annex S-A of the Fifth Proxy Statement
Supplement).
|
|
|
(d)(5)
|
|
Voting and Support Agreement, dated as of December 17, 2012, by and among Clearwire and the Persons named on Schedule A thereto (included as Annex B of the Definitive Proxy
Statement).
|
|
|
(d)(6)
|
|
Agreement Regarding Right of First Offer, dated as of December 17, 2012, by and among Sprint HoldCo, Sprint and the Persons named on Schedule A thereto (included as Annex C of the
Definitive Proxy Statement).
|
|
|
(d)(7)
|
|
Irrevocable Exchange Agreement, dated as of December 17, 2012, by and among Clearwire, Sprint and Intel Capital Wireless Investment Corporation 2008A (included as Annex D of the
Definitive Proxy Statement).
|
|
|
(d)(8)
|
|
Second Amendment to the Equityholders Agreement, dated as of December 17, 2012, by and among Clearwire, Sprint HoldCo, SN UHC 1, Eagle River Holdings, LLC, Intel Capital
Wireless Investment Corporation 2008A, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc. and Comcast Corporation (included as Annex E-1 of the Definitive Proxy
Statement).
|
7
|
|
|
Exhibit
No.
|
|
Description
|
|
|
(d)(9)
|
|
Third Amendment to the Equityholders Agreement, dated as of December 17, 2012, by and among Clearwire, Sprint HoldCo, SN UHC 1, Eagle River Holdings, LLC, Intel Capital
Wireless Investment Corporation 2008A, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc. and Comcast Corporation (included as Annex E-2 of the Definitive Proxy Statement).
|
|
|
(d)(10)
|
|
Note Purchase Agreement, dated as of December 17, 2012, by and among Clearwire, Clearwire Communications LLC, Clearwire Finance, Inc. and Sprint (included as Annex F-1 of the
Definitive Proxy Statement).
|
|
|
(d)(11)
|
|
First Amendment to the Note Purchase Agreement, dated as of January 31, 2013, by and among Clearwire, Clearwire Communications LLC, Clearwire Finance, Inc. and Sprint (included as
Annex F-2 of the Definitive Proxy Statement).
|
|
|
(d)(12)
|
|
Second Amendment to the Note Purchase Agreement, dated as of February 26, 2013, by and among Clearwire, Clearwire Communications LLC, Clearwire Finance, Inc. and Sprint (included as
Annex F-3 of the Definitive Proxy Statement).
|
|
|
(d)(13)
|
|
Registration Rights Agreement, dated as of March 1, 2013, by and among Clearwire, Clearwire Communications LLC, Clearwire Finance, Inc., the entities listed on Schedule 1 thereto
and Sprint (included as Annex H of the Definitive Proxy Statement).
|
|
|
(d)(14)
|
|
Voting and Sale Agreement, dated as of June 20, 2013, among Sprint, Starburst II, Inc. and Mount Kellett Master Fund II-A, L.P. (incorporated by reference to Exhibit 99.66 to
Sprints Schedule 13D/A filed with the Securities and Exchange Commission on June 21, 2013).
|
|
|
(d)(15)
|
|
Voting and Sale Agreement, dated as of June 20, 2013, among Sprint, Starburst II, Inc. and Highside Capital Management, L.P. (incorporated by reference to Exhibit 99.67 to
Sprints Schedule 13D/A filed with the Securities and Exchange Commission on June 21, 2013).
|
|
|
(d)(16)
|
|
Voting and Sale Agreement, dated as of June 20, 2013, among Sprint, Starburst II, Inc. and Glenview Capital Management, LLC. (incorporated by reference to Exhibit 99.68 to
Sprints Schedule 13D/A filed with the Securities and Exchange Commission on June 21, 2013).
|
|
|
(d)(17)
|
|
Voting and Sale Agreement, dated as of June 20, 2013, among Sprint, Starburst II, Inc. and C P Management, L.L.C. (incorporated by reference to Exhibit 99.69 to Sprints
Schedule 13D/A filed with the Securities and Exchange Commission on June 21, 2013).
|
|
|
(d)(18)
|
|
Voting and Sale Agreement, dated as of June 21, 2013, among Sprint and Farallon Capital Partners, L.P. (incorporated by reference to Exhibit 99.71 to Sprints Schedule 13D/A
filed with the Securities and Exchange Commission on June 24, 2013).
|
|
|
(d)(19)
|
|
Voting and Sale Agreement, dated as of June 21, 2013, among Sprint and Farallon Capital Institutional Partners, L.P. (incorporated by reference to Exhibit 99.72 to Sprints
Schedule 13D/A filed with the Securities and Exchange Commission on June 24, 2013).
|
|
|
(d)(20)
|
|
Voting and Sale Agreement, dated as of June 21, 2013, among Sprint and Farallon Capital Institutional Partners II, L.P. (incorporated by reference to Exhibit 99.73 to Sprints
Schedule 13D/A filed with the Securities and Exchange Commission on June 24, 2013).
|
|
|
(d)(21)
|
|
Voting and Sale Agreement, dated as of June 21, 2013, among Sprint and Farallon Capital Offshore Investors II, L.P. (incorporated by reference to Exhibit 99.74 to Sprints
Schedule 13D/A filed with the Securities and Exchange Commission on June 24, 2013).
|
|
|
(d)(22)
|
|
Voting and Sale Agreement, dated as of June 21, 2013, among Sprint and Farallon Capital (AM) Investors, L.P. (incorporated by reference to Exhibit 99.75 to Sprints Schedule
13D/A filed with the Securities and Exchange Commission on June 24, 2013).
|
|
|
(d)(23)
|
|
Voting and Sale Agreement, dated as of June 21, 2013, among Sprint and Farallon Capital Institutional Partners III, L.P. (incorporated by reference to Exhibit 99.76 to Sprints
Schedule 13D/A filed with the Securities and Exchange Commission on June 24, 2013).
|
|
|
(d)(24)
|
|
Voting and Sale Agreement, dated as of June 21, 2013, among Sprint and Noonday Offshore, Inc. (incorporated by reference to Exhibit 99.77 to Sprints Schedule 13D/A filed with
the Securities and Exchange Commission on June 24, 2013).
|
|
|
(d)(25)*****
|
|
Voting and Sale Agreement, dated as of July 2, 2013, among Sprint, each person named on Schedule A thereto, Starburst II, Inc., Clearwire, Crest Investment Company, the Jamal
and Rania Daniel Revocable Trust, Mr. Jamal Daniel, Mrs. Rania Daniel, the Daria Daniel 2003 Trust, the Thalia Daniel 2003 Trust, the Naia Daniel 2003 Trust, Mr. Michael Wheaton and Crest Switzerland LLC.
|
|
|
(d)(26)*****
|
|
Waiver and Amendment Agreement, dated as of July 2, 2013, among Sprint, Sprint HoldCo, SN UHC 1, Comcast Corporation, Comcast Wireless Investment, LLC and BHN Spectrum Investments,
LLC.
|
|
|
(f)
|
|
Section 262 of the Delaware General Corporation Law (included as Annex L of the Definitive Proxy Statement).
|
*
|
Previously filed with the Schedule 13E-3 on February 1, 2013.
|
**
|
Previously filed with the Amendment No. 1 to Schedule 13E-3 on March 12, 2013.
|
***
|
Previously filed with the Amendment No. 6 to Schedule 13E-3 on May 22, 2013.
|
****
|
Previously filed with the Amendment No. 9 to Schedule 13E-3 on June 25, 2013.
|
*****
|
Previously filed with the Amendment No. 10 to Schedule 13E-3 on July 3, 2013.
|
8
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