SC 13D/A 1 d456077dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 SCHEDULE 13D AMENDMENT NO. 2

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)*

 

 

 

Clearwire Corporation

(Name of Issuer)

 

 

 

Class A Common Stock

(Title of Class of Securities)

 

18538Q105

(CUSIP Number)

 

Pamela E. Powers

Executive Vice President, Secretary and Treasurer

Crest Financial Limited

JP Morgan Chase Tower

600 Travis, Suite 6800

Houston, TX 77002

Tel: (713) 222 6900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

Copies to:

Stephen M. Gill

Kai Haakon E. Liekefett

Vinson & Elkins LLP

First City Tower

1001 Fannin Street, Suite 2500

Houston, TX 77002

Tel: (713) 758 2222

 

December 14, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(Continued on following pages)


  1   

Names of Reporting Persons

 

Crest Financial Limited

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

WC, SC

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

36,183,649

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

36,183,649

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

36,183,649

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

5.23%(1)

14

 

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

Crest Investment Company

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

OO

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

36,183,649

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

36,183,649

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

36,183,649

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

5.23%(1)

14

 

Type of Reporting Person (See Instructions)

 

CO

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

Jamal and Rania Daniel Revocable Trust

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

OO

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

36,183,649

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

36,183,649

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

36,183,649

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

5.23%(1)

14

 

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

Jamal Daniel

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

OO

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

36,183,649

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

36,183,649

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

36,183,649

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

5.23%(1)

14

 

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

Rania Daniel

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

OO

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

36,183,649

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

36,183,649

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

36,183,649

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

5.23%(1)

14

 

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

DTN LNG, LLC

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

WC

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

9,623,249

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

9,623,249

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,623,249

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

1.39%(1)

14

 

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

DTN Investments, LLC

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

WC, OO

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

10,173,249

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

10,173,249

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,173,249

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

1.47%(1)

14

 

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

Daria Daniel 2003 Trust

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

OO

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

3,391,083

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

3,391,083

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,391,083

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

0.49%(1)

14

 

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

Thalia Daniel 2003 Trust

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

OO

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

3,391,083

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

3,391,083

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,391,083

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

0.49%(1)

14

 

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

Naia Daniel 2003 Trust

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

OO

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

3,391,083

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

3,391,083

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,391,083

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

0.49%(1)

14

 

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

John M. Howland

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

PF, OO

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

23,000

     8   

Shared Voting Power

 

10,173,249

     9   

Sole Dispositive Power

 

23,000

   10   

Shared Dispositive Power

 

10,173,249

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,196,249

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

1.48%(1)

14

 

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

Eric E. Stoerr

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

PF

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

22,000

     8   

Shared Voting Power

 

0

     9   

Sole Dispositive Power

 

22,000

   10   

Shared Dispositive Power

 

0

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

22,000

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

0.00%(1)

14

 

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

Halim Daniel 2012 Trust

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

WC, OO

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

11,051,521

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

11,051,521

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,051,521

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

1.60%(1)

14

 

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

Halim Daniel

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

PF

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Lebanon

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

200,000

     8   

Shared Voting Power

 

11,051,521

     9   

Sole Dispositive Power

 

200,000

   10   

Shared Dispositive Power

 

11,051,521

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,251,521

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

1.63%(1)

14

 

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

Michael Wheaton

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

OO

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

11,051,521

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

11,051,521

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,051,521

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

1.60%(1)

14

 

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

Uniteg Holding SA

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

WC

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Switzerland

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

600,000

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

600,000

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

600,000

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

0.09%(1)

14

 

Type of Reporting Person (See Instructions)

 

CO

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

Mila Hotels International SA

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

WC

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Switzerland

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

300,000

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

300,000

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

300,000

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

0.04%(1)

14

 

Type of Reporting Person (See Instructions)

 

CO

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


  1   

Names of Reporting Persons

 

Crest Switzerland LLC

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

WC

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

600,000

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

600,000

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

600,000

12

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

 

Percent of Class Represented by Amount in Row (11)

 

0.09%(1)

14

 

Type of Reporting Person (See Instructions)

 

CO

 

(1) Based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, there were 691,233,800 shares of Class A Common Stock outstanding as of October 23, 2012.


This Amendment No. 2 (this “Amendment”) amends and supplements the Statement on Schedule 13D (the “Schedule 13D”) that was filed in respect of Clearwire Corporation (the “Issuer”) on May 22, 2012 by Crest Financial Limited (“CFL”), Crest Investment Company (“CIC”), the Jamal and Rania Daniel Revocable Trust (the “Jamal and Rania Daniel Trust”), Mr. Jamal Daniel, Mrs. Rania Daniel, DTN LNG, LLC (“DTN LNG”), DTN Investments, LLC (“DTN Investments”), the Daria Daniel 2003 Trust (the “Daria Daniel Trust”), the Thalia Daniel 2003 Trust (the “Thalia Daniel Trust”), the Naia Daniel 2003 Trust (the “Naia Daniel Trust”), Mr. John M. Howland, and Mr. Eric E. Stoerr, as amended by Amendment No. 1 to the Schedule 13D which was jointly filed on November 6, 2012. CFL, CIC, the Jamal and Rania Daniel Trust, Mr. Jamal Daniel, Mrs. Rania Daniel, DTN LNG, DTN Investments, the Daria Daniel Trust, the Thalia Daniel Trust, the Nadia Daniel Trust, Mr. Howland, Mr. Stoerr, the Halim Daniel 2012 Trust (the “HD Trust”), Mr. Michael Wheaton, Mr. Halim Daniel, Uniteg Holding SA (“Uniteg”), Mila Hotels International SA (“Mila”) and Crest Switzerland, LLC (“Crest Switzerland”) are collectively referred to herein as the “Reporting Persons”.

 

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) This Schedule 13D is being filed by the Reporting Persons. Although the Reporting Persons are making this joint filing, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists within the meaning of the Securities and Exchange Act of 1934 or that the Reporting Persons beneficially own the securities covered by this report.

(b) The address of the principal business and the address of the principal office of CFL, CIC, the Jamal and Rania Daniel Trust, Mr. Jamal Daniel, Mrs. Rania Daniel, DTN LNG, DTN Investments, the Daria Daniel Trust, the Thalia Daniel Trust, the Nadia Daniel Trust, Mr. Howland, Mr. Stoerr, Uniteg, Mila and Crest Switzerland is JP Morgan Chase Tower, 600 Travis, Suite 6800, Houston, TX 77002. The address of the principal business and the address of the principal office of the HD Trust and Mr. Wheaton is 2nd Floor Windward III, Regatta Office Park, 85 Peninsula Ave. P.O. Box 31661, Grand Cayman KY1-1207, Cayman Islands. The address of the principal business and the address of the principal office of Mr. Halim Daniel is 8 Chemin de la Tour de Champel, CH1206 Geneva, Switzerland.

(c), (f) CFL is a limited partnership under the laws of the State of Texas. Its principal business is investing in securities. The general partner of CFL is CIC, which owns a 1% interest in CFL. The sole limited partner of CFL is the Jamal and Rania Daniel Trust, which owns the remaining 99% interest in CFL.

CIC is a corporation under the laws of the State of Texas. Its principal business is investing in securities and serving as the general partner of CFL. The sole shareholder of CIC is the Jamal and Rania Daniel Revocable Trust, which owns a 100% interest in CIC.

The Jamal and Rania Daniel Trust is a revocable trust under the laws of the State of Texas. Its trustee is Mr. Daniel. Its grantors are Mr. Jamal Daniel and Mrs. Rania Daniel, who have joint power to revoke the trust.

Mr. Jamal Daniel is a citizen of the United States of America. His principal occupation is serving as President of CFL, as the Sole Director and President of CIC and as the trustee under the Jamal and Rania Daniel Revocable Trust.

Mrs. Rania Daniel is a citizen of the United States of America. Her principal occupation is homemaker.

DTN LNG is a limited liability company under the laws of the State of Delaware. Its principal business is investing in securities. The sole member of DTN LNG is DTN Investments, which owns a 100% interest in DTN LNG.

DTN Investments is a limited liability company under the laws of the State of Delaware. Its principal business is investing in securities. The members of DTN Investments are the Daria Daniel Trust, the Thalia Daniel Trust and the Naia Daniel Trust, each of which owns a 33 1/3% interest in DTN Investments.

The Daria Daniel Trust is an irrevocable trust under the laws of the State of Texas. Its trustee is Mr. Howland.

The Thalia Daniel Trust is an irrevocable trust under the laws of the State of Texas. Its trustee is Mr. Howland.

The Naia Daniel Trust is an irrevocable trust under the laws of the State of Texas. Its trustee is Mr. Howland.

Mr. Howland is a citizen of the United States of America. His principal occupation is serving as Executive Vice President of CIC and as the trustee under the Daria Daniel Trust, the Thalia Daniel Trust and the Naia Daniel Trust.

Mr. Stoerr is a citizen of the United States of America. His principal occupation is serving as Senior Vice President of Energy of CIC.

The HD Trust is a revocable trust under the laws of the Cayman Islands. Its trustee is Mr. Wheaton. Its grantor is Mr. Halim Daniel, who has the power to revoke the trust.

Mr. Halim Daniel is a citizen of Lebanon. His principal occupation is serving as a business executive.

Mr. Michael Wheaton is a citizen of the Cayman Islands. His principal occupation is as director of Axis International Management, Ltd.

Uniteg is a Société Anonyme under the laws of Switzerland. Its principal business is serving as a holding company. Crest Switzerland owns 100% of the ownership interests in Uniteg.

Mila is a Société Anonyme under the laws of Switzerland. Its principal business is investing in and operating hotels. Uniteg owns 100% of the ownership interests in Mila.

Crest Switzerland is a limited liability company under the laws of the State of Delaware. Its principal business is investing in securities. CFL and DTN Investments each own 50% of the membership interests in Crest Switzerland.

(d) During the last five years, neither the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person named on Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

        (e) During the last five years, neither the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person named on Schedule A hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

(a)–(f) The name, business address, present principal occupation or employment and citizenship of each executive officer and director of the Reporting Persons is set forth on Schedule A to this Statement, which is incorporated herein by reference.

 

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 57,653,419 Shares (the “Purchased Shares”). The aggregate purchase price for the Purchased Shares collectively was approximately $106,240,590.97 (excluding brokerage commissions).

The source of funding for the purchase of 35,883,649 of the Purchased Shares by CFL was the general working capital of CFL. In addition, 435,412 of the Purchased Shares were received by CFL as consideration for certain assets sold to the Issuer pursuant to an Asset Purchase Agreement dated as of June 25, 2004 among the Issuer, Digital & Wireless Communications, LLC, Mr. Dee Osborne, Marshall Oman Exploration Inc., Mr. William R. Jenkins, and CFL (the “Asset Purchase Agreement”) (CFL had originally received 1,456,077 Shares under the Asset Purchase Agreement, but subsequently divested 1,020,665 Shares).

The source of funding for the purchase of 9,623,249 of the Purchased Shares by DTN LNG was the general working capital of DTN LNG.

The source of funding for the purchase of 250,000 of the Purchased Shares by DTN Investments was the general working capital of DTN Investments.

The source of funding for the purchase of 23,000 of the Purchased Shares by Mr. Howland were personal funds of Mr. Howland.

The source of funding for the purchase of 22,000 of the Purchased Shares by Mr. Stoerr were personal funds of Mr. Stoerr.

The source of funding for the purchase of 11,051,521 Purchased Shares by the HD Trust was the general working capital of the HD Trust.

The source of funding for the purchase of 200,000 of the Purchased Shares by Mr. Halim Daniel were personal funds of Mr. Halim Daniel.

The source of funding for the purchase of 300,000 of the Purchased Shares by Uniteg was the general working capital of Uniteg.

The source of funding for the purchase of 300,000 of the Purchased Shares by Mila was the general working capital of Mila.

The other Reporting Persons did not purchase directly any of the Purchased Shares.

 

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph after the third paragraph thereof:

On December 12, 2012, CFL filed a lawsuit styled Crest Financial Ltd. v. Sprint Nextel Corp. et al., C.A. 8099-CS, in the Court of Chancery of the State of Delaware against Sprint Nextel Corp. and Sprint HoldCo, LLC (collectively, “Sprint”), the majority shareholder that owns over 50 percent of the Issuer, Eagle River Holdings, LLC (“ERH”), the Issuer, and the individual members of the board of directors of the Issuer (the “Clearwire Board”). The lawsuit alleges that the Clearwire Board, Sprint and ERH breached their fiduciary duties by engaging in a series of integrated transactions designed to extract value from the Issuer at the expense of the Issuer’s public minority shareholders. The lawsuit alleges that Sprint breached its fiduciary duties to the Issuer’s minority shareholders by agreeing to the transaction whereby SoftBank Corporation would acquire a 70 percent interest in Sprint, including Sprint’s control of the Issuer, for $20 billion (the “Sprint-SoftBank Transaction”). The lawsuit further alleges that Sprint, ERH and the Clearwire Board breached their fiduciary duties to the Issuer’s minority shareholders by agreeing to the transaction whereby Sprint acquired all of ERH’s interests in the Issuer, increasing Sprint’s interest in the Issuer from 48.1% to 50.4% (the “Eagle River Transaction”) and delivering unfettered control of the Issuer to Sprint. The Eagle River Transaction was consummated on December 11, 2012. On December 14, 2012, CFL filed a Verified Amended Class Action Complaint that requests that CFL’s lawsuit be treated as a class action on behalf of the Issuer’s minority shareholders and adds allegations that Sprint’s offer to acquire the outstanding shares in the Issuer for $2.1 billion (the “Sprint-Clearwire Transaction”), announced on December 13, 2012, constitutes a coercive offer that grossly undervalues the Issuer’s assets in violation of Sprint’s fiduciary duties as a controlling shareholder. The lawsuit also asserts a claim against the Issuer for aiding and abetting the other defendants’ breaches of fiduciary duties. Among other things, the lawsuit seeks to enjoin the Sprint-SoftBank Transaction and the Sprint-Clearwire Transaction. CFL has requested expedited treatment for the lawsuit and for the case to go to trial by May 2013.

On December 18, 2012, CFL issued a press release. The press release is attached as Exhibit 2 and incorporated herein by reference.


Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 57,653,419 Purchased Shares, representing approximately 8.34% of the outstanding Shares based upon the 691,233,800 Shares stated to be outstanding as of October 23, 2012 according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012.

CFL may be deemed to be the beneficial owner of 36,183,649 of the Purchased Shares because CFL is (i) the direct owner of 35,883,649 of the Purchased Shares and (ii) owns 50% of the membership interests in Crest Switzerland.

CIC may be deemed to be the beneficial owner of 36,183,649 of the Purchased Shares because CIC is the general partner of CFL.

The Jamal and Rania Daniel Trust may be deemed to be the beneficial owner of 36,183,649 of the Purchased Shares because the Jamal and Rania Daniel Trust owns a 100% interest in CIC and a 99% interest in CFL.

Mr. Jamal Daniel may be deemed to be the beneficial owner of 36,183,649 of the Purchased Shares because Mr. Daniel is (i) the trustee under the Jamal and Rania Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities, and (ii) a grantor under the Jamal and Rania Daniel Trust with the joint power to revoke such trust.

Mrs. Rania Daniel may be deemed to be the beneficial owner of 36,183,649 of the Purchased Shares because Mrs. Daniel is a grantor under the Jamal and Rania Daniel Trust with the joint power to revoke such trust.

DTN LNG may be deemed to be the beneficial owner of 9,623,249 of the Purchased Shares because DTN LNG is the direct owner of 9,623,249 of the Purchase Shares.

DTN Investments may be deemed to be the beneficial owner of 10,173,249 of the Purchased Shares because DTN Investments is (i) the owner of a 100% interest in DTN LNG, (ii) the direct owner of 250,000 of the Purchased Shares and (iii) owns 50% of the membership interests in Crest Switzerland.

The Daria Daniel Trust may be deemed to be the beneficial owner of 3,391,083 of the Purchased Shares because the Daria Daniel Trust owns a 33  1/3% interest in DTN Investments.

The Thalia Daniel Trust may be deemed to be the beneficial owner of 3,391,083 of the Purchased Shares because the Thalia Daniel Trust owns a 33  1/3% interest in DTN Investments.

The Naia Daniel Trust may be deemed to be the beneficial owner of 3,391,083 of the Purchased Shares because the Naia Daniel Trust owns a 33  1/3% interest in DTN Investments.

Mr. Howland may be deemed to be the beneficial owner of 10,196,249 of the Purchased Shares because Mr. Howland is (i) the trustee under the Daria Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities, (ii) the trustee under the Thalia Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities, (iii) the trustee under the Naia Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities, and (iv) the direct owner of 23,000 of the Purchased Shares.

Mr. Stoerr may be deemed to be the beneficial owner of 22,000 of the Purchased Shares because Mr. Stoerr is the direct owner of 22,000 of the Purchase Shares.

The HD Trust may be deemed to be the beneficial owner of 11,051,521 shares because the HD Trust is the direct owner of 11,051,521 of the Purchased Shares.

Mr. Halim Daniel may be deemed to be the beneficial owner of 11,251,521 shares because Mr. Daniel is (i) the direct owner of 200,000 of the Purchased Shares and (ii) the grantor under the HD Trust, with the power to revoke such trust.

Mr. Michael Wheaton may be deemed to be the beneficial owner of 11,051,521 shares because Mr. Wheaton is the trustee under the HD Trust, with the power to vote, or direct the vote, and the power to dispose or direct the disposition of, securities.

Crest Switzerland may be deemed to be the beneficial owner of 600,000 of Purchased Shares because it is the owner of 100% of the ownership interests in Uniteg.

Uniteg may be deemed to be the beneficial owner of 600,000 of Purchased Shares because it is (i) the owner of 100% of the ownership interests in Mila and (ii) the direct owner of 300,000 of the Purchased Shares.

Mila may be deemed to be the beneficial owner of 300,000 of Purchased Shares because it is the direct owner of 300,000 of the Purchased Shares.

To the best of the Reporting Persons’ knowledge, except for Mr. Jamal Daniel, Mr. Halim Daniel, Mr. Howland and Mr. Stoerr, none of the persons named on Schedule A hereto may be deemed to be the beneficial owner of any Shares.

(b) CFL may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 36,183,649 of the Purchased Shares because CFL is the direct owner of 35,883,649 shares and (ii) owns 50% of the membership interests in Crest Switzerland.


CIC may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 36,183,649 of the Purchased Shares because CIC is the general partner of CFL.

The Jamal and Rania Daniel Trust may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 36,183,649 of the Purchased Shares because the Jamal and Rania Daniel Trust owns a 100% interest in CIC and a 99% interest in CFL.

Mr. Jamal Daniel may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 36,183,649 of the Purchased Shares because Mr. Jamal Daniel is (i) the trustee under the Jamal and Rania Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities, and (ii) a grantor under the Jamal and Rania Daniel Trust, with the joint power to revoke such trust.

Mrs. Rania Daniel may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 36,183,649 of the Purchased Shares because Mrs. Rania Daniel is a grantor under the Jamal and Rania Daniel Trust with the joint power to revoke such trust.

DTN LNG may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 9,623,249 of the Purchased Shares because DTN LNG is the direct owner of 9,623,249 of the Purchase Shares.

DTN Investments may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 10,173,249 of the Purchased Shares because DTN Investments is (i) the owner of a 100% interest in DTN LNG, (ii) the direct owner of 250,000 of the Purchased Shares and (iii) owns 50% of the membership interests in Crest Switzerland.

The Daria Daniel Trust may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 3,391,083 of the Purchased Shares because the Daria Daniel Trust owns a 33  1/3% interest in DTN Investments.

The Thalia Daniel Trust may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 3,391,083 of the Purchased Shares because the Thalia Daniel Trust owns a 33 1/3% interest in DTN Investments.

The Naia Daniel Trust may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 3,391,083 of the Purchased Shares because the Naia Daniel Trust owns a 33 1/3% interest in DTN Investments.

Mr. Howland may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 10,196,249 of the Purchased Shares because Mr. Howland is (i) the trustee under the Daria Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities, (ii) the trustee under the Thalia Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities, and (iii) the trustee under the Naia Daniel Trust, with the power to vote or direct the vote, and the power to dispose or direct the disposition of, securities. Mr. Howland may be may be deemed to have the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, 23,000 of the Purchased Shares because Mr. Howland is the direct owner of 23,000 of the Purchased Shares.

Mr. Stoerr may be deemed to have the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, 22,000 of the Purchased Shares because Mr. Stoerr is the direct owner of 22,000 of the Purchase Shares.

The HD Trust may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 11,051,521 shares because the HD Trust is the direct owner of 11,051,521 of the Purchased Shares.

Mr. Halim Daniel may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 11,251,521 shares because Mr. Daniel is (i) the direct owner of 200,000 of the Purchased Shares and (ii) the grantor under the HD Trust, with the power to revoke such trust.

Mr. Michael Wheaton may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 11,051,521 shares because Mr. Wheaton is the trustee under the HD Trust, with the power to vote, or direct the vote, and the power to dispose or direct the disposition of, securities.

Crest Switzerland may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 600,000 of Purchased Shares because it is the owner of 100% of the ownership interests in Uniteg.

Uniteg may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 600,000 of Purchased Shares because it is (i) the owner of 100% of the ownership interests in Mila and (ii) the direct owner of 300,000 of the Purchased Shares.

Mila may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 300,000 of Purchased Shares because it is the direct owner of 300,000 of the Purchased Shares.

(c) Except as set forth on Schedule B hereto, neither the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person named on Schedule A hereto, has effected any transaction in any Shares since the filing of Amendment No. 1 to the Schedule 13D.

(d) Not applicable.

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than Asset Purchase Agreement as described in Item 3 hereof (which has been fully performed by the parties thereto in 2004), the Joint Filing Agreement attached hereto as Exhibit 1, the Stockholder Letter attached to Amendment No. 1 to the Schedule 13D as Exhibit 2 and the Press Release attached to Amendment No. 1 to the Schedule 13D as Exhibit 3, neither the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person named on Schedule A hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.


Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits:

 

Exhibit
Number

  

Exhibit Name

Exhibit 1    Joint Filing Agreement dated as of December 18, 2012, among Crest Financial Limited, Crest Investment Company, the Jamal and Rania Daniel Revocable Trust, Mr. Jamal Daniel, Mrs. Rania Daniel, DTN LNG, LLC, DTN Investments, LLC, the Daria Daniel 2003 Trust, the Thalia Daniel 2003 Trust, the Naia Daniel 2003 Trust, Mr. John M. Howland, Mr. Eric E. Stoerr, the HD Trust, Mr. Michael Wheaton, Mr. Halim Daniel, Uniteg, Mila and Crest Switzerland.
Exhibit 2    Press Release issued on December 18, 2012.


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 18, 2012

 

CREST FINANCIAL LIMITED  
by  

/s/ Pamela E. Powers

 
  Name: Pamela E. Powers  
  Title: Executive Vice President, Secretary and Treasurer  
CREST INVESTMENT COMPANY  
by  

/s/ Pamela E. Powers

 
  Name: Pamela E. Powers  
  Title: Executive Vice President, CFO and Treasurer  
JAMAL AND RANIA DANIEL REVOCABLE TRUST  
by  

/s/ Jamal Daniel

 
  Name: Jamal Daniel  
  Title: Trustee  
JAMAL DANIEL  
by  

/s/ Jamal Daniel

 
  Name: Jamal Daniel  
RANIA DANIEL  
by  

/s/ Rania Daniel

 
  Name: Rania Daniel  


DTN LNG, LLC
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Manager, President, Secretary and Treasurer
DTN INVESTMENTS, LLC
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Manager, President, Secretary and Treasurer
DARIA DANIEL TRUST
by  

/s/ John M. Howland

  Name: John M. Howland
  Title: Trustee
THALIA DANIEL TRUST
by  

/s/ John M. Howland

  Name: John M. Howland
  Title: Trustee
NAIA DANIEL TRUST
by  

/s/ John M. Howland

  Name: John M. Howland
  Title: Trustee
JOHN M. HOWLAND
by  

/s/ John M. Howland

  Name: John M. Howland
ERIC E. STOERR
by  

/s/ Eric E. Stoerr

  Name: Eric E. Stoerr

HALIM DANIEL 2012 TRUST

by  

/s/ Michael Wheaton

  Name: Michael Wheaton
  Title: Trustee
HALIM DANIEL
by  

/s/ Halim Daniel

  Name: Halim Daniel
MICHAEL WHEATON
by  

/s/ Michael Wheaton

  Name: Michael Wheaton
UNITEG HOLDING SA
by  

/s/ Halim Daniel

  Name: Halim Daniel
  Title: President
MILA HOTELS INTERNATIONAL SA
by  

/s/ Halim Daniel

  Name: Halim Daniel
  Title: President
CREST SWITZERLAND LLC
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Manager


EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit Name

Exhibit 1    Joint Filing Agreement dated as of December 18, 2012, among Crest Financial Limited, Crest Investment Company, the Jamal and Rania Daniel Revocable Trust, Mr. Jamal Daniel, Mrs. Rania Daniel, DTN LNG, LLC, DTN Investments, LLC, the Daria Daniel 2003 Trust, the Thalia Daniel 2003 Trust, the Naia Daniel 2003 Trust, Mr. John M. Howland, Mr. Eric E. Stoerr, the HD Trust, Mr. Michael Wheaton, Mr. Halim Daniel, Uniteg, Mila and Crest Switzerland.
Exhibit 2    Press Release issued on December 18, 2012


SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF CERTAIN REPORTING PERSONS

The following is a list of the executive officers and directors of certain Reporting Persons, setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted for each such person. The current business address of each such person is JP Morgan Chase Tower, 600 Travis, Suite 6800, Houston, TX 77002. All executive officers and directors listed below are citizens of the United States of America, other than Mr. Halim Daniel, who is a citizen of Lebanon.

 

Crest Financial Limited   

Name

  

Present Position

Crest Investment Company    General Partner
The Jamal and Rania Revocable Trust    Sole Limited Partner
Jamal Daniel    President
Pamela E. Powers    Executive Vice President, Secretary and Treasurer
David K. Schuhmacher    General Counsel
Crest Investment Company   

Name

  

Present Position

The Jamal and Rania Revocable Trust    Sole Shareholder
Jamal Daniel    Sole Director and President
Pamela E. Powers    Executive Vice President, CFO and Treasurer
John M. Howland    Executive Vice President
Eric E. Stoerr    Senior Vice President of Energy
Michelle Upton    Vice President
Marie Vajdak    Secretary
DTN LNG, LLC   

Name

  

Present Position

DTN Investments, LLC    Sole Member
Pamela E. Powers    Manager, President, Secretary and Treasurer
DNT Investments, LLC   

Name

  

Present Position

Daria Daniel 2003 Trust    Member
Thalia Daniel 2003 Trust    Member
Naia Daniel 2003 Trust    Member
Pamela E. Powers    Manager, President, Secretary and Treasurer
Crest Switzerland LLC   

Name

  

Present Position

Pamela E. Powers    Manager, Executive Vice President, Secretary and Treasurer

John Howland

   President
Uniteg Holding SA   

Name

  

Present Position

Halim Daniel    President
Mila Hotels International SA   

Name

  

Present Position

Halim Daniel    President


SCHEDULE B

CERTAIN INFORMATION REQUIRED BY ITEM 5 OF SCHEDULE 13D

(c) Since the filing of Amendment No. 1 to the Schedule 13D, the Reporting Persons purchased Shares in open market transactions as indicated below. The price per Share excludes brokerage commissions.

 

Date of Transaction

  

Identity of Purchaser

   Amount of Shares      Price per Share  

12/14/2012

  

The Halim Daniel 2012 Trust

     11,051,521       $ 3.29888