0000905148-13-000633.txt : 20130614 0000905148-13-000633.hdr.sgml : 20130614 20130614112705 ACCESSION NUMBER: 0000905148-13-000633 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130614 DATE AS OF CHANGE: 20130614 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Clearwire Corp /DE CENTRAL INDEX KEY: 0001442505 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84306 FILM NUMBER: 13913227 BUSINESS ADDRESS: STREET 1: 1475 120TH AVE NE CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: 425-216-7600 MAIL ADDRESS: STREET 1: 1475 120TH AVE NE CITY: BELLEVUE STATE: WA ZIP: 98005 FORMER COMPANY: FORMER CONFORMED NAME: New Clearwire CORP DATE OF NAME CHANGE: 20080811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mount Kellett Capital Management LP CENTRAL INDEX KEY: 0001479058 IRS NUMBER: 800230008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 623 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-588-6100 MAIL ADDRESS: STREET 1: 623 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 efc13-394_fmsc13da.htm efc13-394_fmsc13da.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 
CLEARWIRE CORPORATION
 (Name of Issuer)
 
Class A Common Stock, par value $0.0001 per share
 (Title of Class of Securities)
 
18538Q105
 (CUSIP Number)
 
Mr. Jonathan Fiorello
Mount Kellett Capital Management LP
623 Fifth Avenue, 18th Floor
New York, NY 10022
(212) 588-6100
 
H. Lee S. Hobson
Highside Capital Management, L.P.
100 Crescent Court, Suite 860,
Dallas, TX 75201
(214) 855-2300
Mark Horowitz
Glenview Capital Management, LLC
767 Fifth Avenue, 44th Floor
New York, NY 10153
(212) 812-4700
 
Mark D. Lerner
Chesapeake Partners Management Co., Inc.
2800 Quarry Lake Drive, Suite 300
Baltimore, MD 21209
(410) 602-0195
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 13, 2013
(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 Rule 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 the disclosures provided in a prior cover page.
 
The information required in 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 (“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).
 
 
 
 
 
 
SCHEDULE 13D
     
CUSIP No.:  18538Q105
  
Page 2 of 14 Pages
 

1.
Names of Reporting Persons.
 
Mount Kellett Capital Management LP
2.
Check the Appropriate Box if a Member of a Group
 
(a) [ X ]
(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
127,409,917
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
127,409,917
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
127,409,917
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
18.2%
14.
Type of Reporting Person:
 
PN, IA

 
 
 
 
 
 
SCHEDULE 13D
     
CUSIP No.:  18538Q105
  
Page 3 of 14 Pages
 

1.
Names of Reporting Persons.
 
Highside Capital Management, L.P.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [X]
(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
127,409,917
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
127,409,917
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
127,409,917
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
18.2%
14.
Type of Reporting Person:
 
PN, IA

 
 
 
 
 
 
SCHEDULE 13D
     
CUSIP No.:  18538Q105
  
Page 4 of 14 Pages
 

1.
Names of Reporting Persons.
 
Highside Management, LLC
2.
Check the Appropriate Box if a Member of a Group
 
(a) [X]
(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
127,409,917
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
127,409,917
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
127,409,917
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
18.2%
14.
Type of Reporting Person:
 
OO, HC

 
 
 
 
 
 
SCHEDULE 13D
     
CUSIP No.:  18538Q105
  
Page 5 of 14 Pages
 

1.
Names of Reporting Persons.
 
H. Lee S. Hobson
2.
Check the Appropriate Box if a Member of a Group
 
(a) [X]
(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
 
United States of America
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
7.
Sole Voting Power
0
8.
Shared Voting Power
127,409,917
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
127,409,917
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
127,409,917
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
18.2%
14.
Type of Reporting Person:
 
IN, HC

 
 
 
 
 
 
SCHEDULE 13D
     
CUSIP No.:  18538Q105
  
Page 6 of 14 Pages
 

1.
Names of Reporting Persons.
 
Glenview Capital Management, LLC
2.
Check the Appropriate Box if a Member of a Group
 
(a) [X]
(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
127,409,917
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
127,409,917
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
127,409,917
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
18.2%
14.
Type of Reporting Person:
 
OO

 
 
 
 
 
 
SCHEDULE 13D
     
CUSIP No.:  18538Q105
  
Page 7 of 14 Pages
 

1.
Names of Reporting Persons.
 
Lawrence M. Robbins
2.
Check the Appropriate Box if a Member of a Group
 
(a) [X]
(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
 
United States of America
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
7.
Sole Voting Power
0
8.
Shared Voting Power
127,409,917
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
127,409,917
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
127,409,917
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
18.2%
14.
Type of Reporting Person:
 
IN, HC

 
 
 
 
 
 
SCHEDULE 13D
     
CUSIP No.:  18538Q105
  
Page 8 of 14 Pages
 

1.
Names of Reporting Persons.
 
Chesapeake Partners Management Co., Inc.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [X]
(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
 
Maryland
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
7.
Sole Voting Power
0
8.
Shared Voting Power
127,409,917
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
127,409,917
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
127,409,917
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
18.2%
14.
Type of Reporting Person:
 
CO, HC

 
 
 
 
 
 
SCHEDULE 13D
     
CUSIP No.:  18538Q105
  
Page 9 of 14 Pages
 

1.
Names of Reporting Persons.
 
C P Management, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [X]
(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
 
Maryland
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
7.
Sole Voting Power
0
8.
Shared Voting Power
127,409,917
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
127,409,917
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
127,409,917
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
18.2%
14.
Type of Reporting Person:
 
OO

 
 
 
 
 
 
SCHEDULE 13D
     
CUSIP No.:  18538Q105
  
Page 10 of 14 Pages
 

1.
Names of Reporting Persons.
 
Mark D. Lerner
2.
Check the Appropriate Box if a Member of a Group
 
(a) [X]
(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
 
United States of America
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
7.
Sole Voting Power
0
8.
Shared Voting Power
127,409,917
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
127,409,917
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
127,409,917
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
18.2%
14.
Type of Reporting Person:
 
IN, HC

 
 
 
 
 
 
SCHEDULE 13D
     
CUSIP No.:  18538Q105
  
Page 11 of 14 Pages
 

1.
Names of Reporting Persons.
 
Traci Lerner
2.
Check the Appropriate Box if a Member of a Group
 
(a) [X]
(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
 
United States of America
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
7.
Sole Voting Power
0
8.
Shared Voting Power
127,409,917
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
127,409,917
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
127,409,917
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
18.2%
14.
Type of Reporting Person:
 
IN, HC

 
 
 
 
 
 
SCHEDULE 13D
     
 
  
Page 12 of 14 Pages
 

Item 1.                                Security and Issuer
 
This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) amends and supplements the Schedule 13D filed by Mount Kellett Capital Management LP on November 1, 2012 (the “Initial Schedule 13D”), as amended by Amendment No. 1, filed on December 17, 2012, Amendment No. 2, filed on January 17, 2013, and Amendment Nos. 3, 4 and 5 filed by the Reporting Persons on May 3, 2013, May 22, 2013 and June 3, 2013, respectively (collectively with the Initial Schedule 13D, the “Amended Schedule 13D”). This Amendment No. 6 is being filed by the undersigned pursuant to §240.13d-2(a), with respect to the Class A Common Stock, par value $0.0001 per share (the “Class A Common Shares”), of Clearwire Corporation, a Delaware corporation (the “Issuer” or “Company”), whose principal executive offices are located at 1475 120th Avenue Northeast, Bellevue, WA 98005. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Schedule 13D.

Item 4.                                Purpose of Transaction

Item 4 of the Amended Schedule 13D is hereby amended and supplemented as follows:

On Wednesday, June 12, 2013, the Company announced that it plans to adjourn its shareholder meeting (at which a vote was expected to be held on the Merger with Sprint) that was scheduled to be held on Thursday, June 13, 2013 and plans to reconvene the shareholder meeting on Monday, June 24, 2013. In light of the foregoing, the Reporting Persons unanimously agreed to extend the Group Agreement through Tuesday, June 25, 2013, unless the Group Agreement is earlier terminated.

Except as described above and in the Amended Schedule 13D, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.
 
Item 7.                                Material to be Filed as Exhibits.

Item 7 of the Amended Schedule 13D is hereby amended and supplemented as follows:

Exhibit 7.12:                      Joint Filing Agreement
 
 
 
 
 
 
SCHEDULE 13D
     
 
  
Page 13 of 14 Pages
 
 
SIGNATURE

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.

 
MOUNT KELLETT CAPITAL MANAGEMENT LP
  
 
By:
Mount Kellett Capital Management GP LLC,
its general partner		  
       
       
 
By:
/s/ Jonathan Fiorello  
    Jonathan Fiorello, Chief Operating Officer  
 

 
HIGHSIDE CAPITAL MANAGEMENT, L.P.
  
 
By:
Highside Management, LLC,
its general partner
  
       
       
 
By:
/s/ H. Lee S. Hobson  
   
H. Lee S. Hobson, Managing Member
  
 

 
HIGHSIDE MANAGEMENT, LLC
  
 
By:
/s/ H. Lee S. Hobson  
   
H. Lee S. Hobson, Managing Member
  
 

 
H. LEE S. HOBSON
  
  /s/ H. Lee S. Hobson  
 

 
GLENVIEW CAPITAL MANAGEMENT, LLC
  
 
By:
/s/ Mark J. Horowitz  
    Mark J. Horowitz, Chief Operating Officer and
General Counsel
  
 

 
LAWRENCE M. ROBBINS
  
 
By:
/s/ Mark J. Horowitz  
   
Mark J. Horowitz, attorney-in-fact for
Lawrence M. Robbins
  

 
CHESAPEAKE PARTNERS MANAGEMENT CO., INC.
  
 
By:
/s/ Mark D. Lerner  
    Mark D. Lerner, Vice President  
 
 
 
 
 
 
 
SCHEDULE 13D
     
 
  
Page 14 of 14 Pages
 

 
C P MANAGEMENT, L.L.C.
  
 
By:
Chesapeake Partners Management Co., Inc.,
its sole member and owner		  
       
       
 
By:
/s/ Mark D. Lerner  
    Mark D. Lerner, Vice President  
 
 
 
MARK D. LERNER
  
  /s/ Mark D. Lerner  
 
 
 
TRACI LERNER
  
  /s/ Traci Lerner  
 
 


June 14, 2013

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).
 
 
 
 
 
 
EX-7.12 2 efc13-394_ex712.htm efc13-394_ex712.htm
EXHIBIT 7.12

JOINT FILING AGREEMENT

 
The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A Common Stock of Clearwire Corporation, dated as of June 14, 2013 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

 
MOUNT KELLETT CAPITAL MANAGEMENT LP
  
 
By:
Mount Kellett Capital Management GP LLC,
its general partner		  
       
       
 
By:
/s/ Jonathan Fiorello  
    Jonathan Fiorello, Chief Operating Officer  
 

 
HIGHSIDE CAPITAL MANAGEMENT, L.P.
  
 
By:
Highside Management, LLC,
its general partner
  
       
       
 
By:
/s/ H. Lee S. Hobson  
   
H. Lee S. Hobson, Managing Member
  
 

 
HIGHSIDE MANAGEMENT, LLC
  
 
By:
/s/ H. Lee S. Hobson  
   
H. Lee S. Hobson, Managing Member
  
 

 
H. LEE S. HOBSON
  
  /s/ H. Lee S. Hobson  
 

 
GLENVIEW CAPITAL MANAGEMENT, LLC
  
 
By:
/s/ Mark J. Horowitz  
    Mark J. Horowitz, Chief Operating Officer and
General Counsel
  
 

 
LAWRENCE M. ROBBINS
  
 
By:
/s/ Mark J. Horowitz  
   
Mark J. Horowitz, attorney-in-fact for
Lawrence M. Robbins
  
 
 
 
 
 
 
 
 

 
 
CHESAPEAKE PARTNERS MANAGEMENT CO., INC.
  
 
By:
/s/ Mark D. Lerner  
    Mark D. Lerner, Vice President  
 

 
C P MANAGEMENT, L.L.C.
  
 
By:
Chesapeake Partners Management Co., Inc.,
its sole member and owner		  
       
       
 
By:
/s/ Mark D. Lerner  
    Mark D. Lerner, Vice President  
 
 
 
MARK D. LERNER
  
  /s/ Mark D. Lerner  
 
 
 
TRACI LERNER
  
  /s/ Traci Lerner  
 
 

June 14, 2013