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 persons 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers public minority shareholders. The lawsuit alleges that Sprint breached its fiduciary duties to the Issuers minority shareholders by agreeing to the transaction whereby SoftBank Corporation would acquire a 70 percent interest in Sprint, including Sprints 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 Issuers minority shareholders by agreeing to the transaction whereby Sprint acquired all of ERHs interests in the Issuer, increasing Sprints 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 CFLs lawsuit be treated as a class action on behalf of the Issuers minority shareholders and adds allegations that Sprints 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 Issuers assets in violation of Sprints 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 Issuers 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, finders 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 |
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 |
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 |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock of Clearwire Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 18th day of December, 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 2
For Immediate Release
December 18, 2012
Contact: Jeffrey H. Birnbaum, jbirnbaum@bgrpr.com, 202-661-6367
Crest Financial and Affiliates Buy More Clearwire Shares and Reject Sprints New Offer
HOUSTON Crest Financial Limited, its affiliates and other related persons today filed an amended Schedule 13D with the Securities and Exchange Commission disclosing that they have acquired additional shares of Clearwire Corporation. The Crest group now owns 57,653,419 shares, or approximately 8.34 percent of Clearwires outstanding Class A stock, up from the 45,801,898 Class A shares of Clearwire, or approximately 6.62 percent of Clearwires outstanding Class A stock, which it had owned previously.
The Crest groups purchase of additional Clearwire shares demonstrates its willingness to further invest in Clearwire and its confidence in Clearwires network build-out plan.
In the meantime, Crest continues to oppose the proposed merger of Clearwire with Sprint Nextel Corporation. Crest intends to pursue all avenues available to it including its lawsuit against Clearwire, Sprint and others in the Court of Chancery of the State of Delaware, to protect itself and other minority shareholders in Clearwire from the unfair dealings of Sprint and Clearwire in this matter.