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EX-99.1 - EX-99.1 - Clearwire Corp /DE | v57527exv99w1.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
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 3, 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
(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. |
Clearwire Corporation (the Company) today announced that its operating subsidiary Clearwire
Communications LLC (Clearwire Communications) has priced an offering of $175,000,000 aggregate
principal amount 12% first-priority senior secured notes due 2015 at
an issue price of 105.182% plus accrued interest from
December 1, 2010 (the First Lien Notes) and $500,000,000 aggregate
principal amount 12% second-priority secured
notes due 2017 at an issue price of 100.0% plus accrued interest from
December 9, 2010 (the Second Lien
Notes) and an offering of
$650,000,000 aggregate principal amount 8.25% exchangeable notes due 2040 at
an issue price of 100.0% plus
accrued interest from December 8, 2010 (the Exchangeable
Notes and collectively with the First Lien Notes and the Second Lien Notes, the Notes).
The offering of Exchangeable Notes is up from the $500,000,000
proposed offering size for the Exchangeable Notes announced on
December 1, 2010. Clearwire Communications has granted the initial purchasers of the Exchangeable Notes an option for
30 days to purchase up to an additional $100.0 million of Exchangeable Notes. The initial exchange
rate for the Exchangeable Notes is 141.2429 shares of the Companys Class A Common Stock (the Class
A Common Stock) per $1,000 principal amount of the Exchangeable Notes equivalent to an initial
exchange price of approximately $7.08 per share of Class A Common Stock. Upon exchange,
Clearwire Communications may deliver either shares of Class A Common Stock or cash based upon a
daily settlement value calculated on a proportionate basis for each day of a 25 trading-day
observation period. 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. The Company 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 $760.0 million in Exchangeable Notes (assuming no exercise of the initial
purchasers over-allotment option). The Company is not aware whether all or any of these rights
will be exercised.
The
Second Lien Notes will be contractually subordinated in right of payment to the First Lien Notes
and Clearwire Communications first-priority secured notes. The First Lien Notes and the Second Lien Notes will be unconditionally guaranteed on a senior
basis by certain of Clearwire Communications domestic
subsidiaries. The First Lien Notes, the Second Lien
Notes and the related guarantees will be secured by first-priority or second-priority liens, as
applicable, on substantially all of Clearwire Communications and the guarantors assets. The
Exchangeable Notes will be unsecured obligations of the issuers and the guarantors.
The Notes will
be issued in private offerings that are exempt from the registration requirements of the Securities
Act of 1933, as amended (the Securities Act), to qualified institutional buyers in accordance
with Rule 144A and to persons outside the U.S. pursuant to Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act or any state or other securities laws.
The sale of the Exchangeable Notes is expected to be consummated on
or about December 8, 2010, subject to customary closing conditions. The sale of the First Lien Notes and the Second Lien Notes is expected to be
consummated on or about December 9, 2010, subject to customary closing conditions.
The Company intends to use the net proceeds from the offerings for working capital and for
general corporate purposes, including capital expenditures.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |||
99.1 | Press Release, dated December 3, 2010, regarding the pricing of the Notes offerings. |
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 |
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Dated: December 3, 2010 | By: | /s/ Erik E. Prusch | ||
Erik E. Prusch | ||||
Chief Financial Officer | ||||