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EX-99.2 - EX-99.2 - Clearwire Corp /DE | v57516exv99w2.htm |
EX-99.1 - EX-99.1 - Clearwire Corp /DE | v57516exv99w1.htm |
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)
(Address of Principal Executive Offices) (Zip Code)
(425) 216-7600
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
Not applicable.
(Former Name or Former Address, if Changed Since Last Report)
(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 Companys
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 Companys board of directors. Their election is expected to occur at the next meeting of the
Companys 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 Companys 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 |
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By: | /s/ Erik E. Prusch | |||
Erik E. Prusch | ||||
Chief Financial Officer | ||||