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. 3)*
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
March 12, 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 § 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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)
1.47%(1) | |||||
14 | Type of Reporting Person (See Instructions)
IN |
(1) | Based on the Issuers Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012, there were 691,962,468 shares of Class A common stock outstanding as of February 11, 2013. |
This Amendment No. 3 (this Amendment) amends and restates in its entirety the Statement on Schedule 13D (the Schedule 13D) of 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, Mr. Eric E. Stoerr, the Halim Daniel 2012 Trust (the Halim Daniel Trust), Mr. Michael Wheaton, solely in his capacity as trustee of the Halim Daniel Trust, Mr. Halim Daniel, Uniteg Holding SA (Uniteg), Mila Hotels International SA (Mila) and Crest Switzerland, LLC (Crest Switzerland and, together with 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 Naia Daniel Trust, Mr. Howland, Mr. Stoerr, the Halim Daniel Trust, Mr. Wheaton, solely in his capacity as trustee of the Halim Daniel Trust, Mr. Halim Daniel, Uniteg, Mila and Crest Switzerland, the Reporting Persons) that was filed in respect of Clearwire Corporation (the Issuer) on June 1, 2012 and amended by Amendment No. 1 filed on November 7, 2012 (Amendment No. 1) and Amendment No. 2 filed on December 18, 2012 (Amendment No. 2).
Item 1. | Security and Issuer |
The class of equity securities to which this Statement on Schedule 13D relates is the Class A Common Stock, par value $0.0001 per share (Shares), of Clearwire Corporation, a Delaware corporation (the Issuer). The address of the Issuers principal executive offices is 1475 120th Avenue Northeast, Bellevue, WA 98005.
Item 2. | Identity and Background. |
(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 Halim Daniel 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 Halim Daniel 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 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 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 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. |
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 35,448,237 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 Halim Daniel Trust was the general working capital of the Halim Daniel 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. |
The Reporting Persons acquired and continue to hold the Purchased Shares reported in the Schedule 13D for investment purposes and in pursuit of their investment objectives.
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 Corporation (Sprint), the individual members of the Board, and certain other defendants, alleging that the defendants 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. Among other things, the lawsuit seeks damages and injunctive relief.
On March 12, 2013, CFL issued a press release (the Press Release), a copy of which is attached hereto as Exhibit 2 and is incorporated herein by reference. In the Press Release, CFL reports the findings of a new study commissioned by CFL and prepared by former Federal Communications Commission (FCC) commissioner Dr. Harold Furchtgott-Roth and the Analysis Group (the Report). As reported in the Press Release, the Report indicates that the price Sprint has offered for the Issuer significantly understates the true value of the Issuers wireless spectrum and that the public would be best served if Clearwire remained free to offer its spectrum to multiple wireless carriers. The Report was submitted to the FCC by CFL on March 12, 2013 (the FCC Letter). A copy of the FCC Letter, which includes a copy of the Report, is attached hereto as Exhibit 3.
Depending upon the Reporting Persons continued evaluation of the Issuer, the Reporting Persons may, among other things, (a) acquire additional securities of the Issuer or dispose of some or all of the Purchased Shares; (b) engage in active discussions with the Issuers management and members of the Board with respect to actions that might be taken by the Issuer to enhance stockholder value for all of the Issuers stockholders; (c) communicate with other stockholders of the Issuer regarding the management, operation, financing and corporate governance of the Issuer; and (d) take such other actions as the Reporting Persons may determine from time to time, including appropriate legal action as deemed necessary by the Reporting Persons. Notwithstanding the foregoing, the Reporting Persons do not have an intent, nor have they reserved the right, to engage in a control transaction, or any contested solicitation for the election of directors with respect to the Issuer.
Except as set forth above, the Reporting Persons have no present plans or proposals which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D.
Item 5. | Interest in Securities of the Issuer. |
(a) The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 57,653,419 Purchased Shares, representing approximately 8.33% of the outstanding Shares based upon the 691,962,468 Shares stated to be outstanding as of February 11, 2013 according to the Issuers Annual Report on Form 10-K for the fiscal year ended December 31, 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) the owner of a 50% interest 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 is the owner of 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. 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 be the beneficial owner 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 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 owner of a 50% interest in Crest Switzerland, and (iii) the direct owner of 250,000 of the Purchased Shares.
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 is the owner of 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 is the owner of 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 is the owner of 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 Halim Daniel Trust may be deemed to be the beneficial owner of 11,051,521 of the Purchased Shares because the Halim Daniel 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 of the Purchased Shares because Mr. Daniel is (i) the direct owner of 200,000 of the Purchased Shares and (ii) the grantor under the Halim Daniel Trust, with the power to revoke such trust.
Mr. Michael Wheaton may be deemed to be the beneficial owner of 11,051,521 of the Purchased Shares because Mr. Wheaton is the trustee under the Halim Daniel 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 the Purchased Shares because Crest Switzerland is the owner of 100% of the ownership interests in Uniteg.
Uniteg may be deemed to be the beneficial owner of 600,000 of the Purchased Shares because Uniteg 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 the Purchased Shares because Mila 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 (i) the direct owner of 35,883,649 shares and (ii) the owner of a 50% interest 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 is the owner of 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 owner of a 50% interest in Crest Switzerland, and (iii) the direct owner of 250,000 of the Purchased Shares.
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 is the owner of 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 is the owner of 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 is the owner of 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 Halim 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, 11,051,521 of the Purchased Shares because the Halim Daniel 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 of the Purchased Shares because Mr. Halim Daniel is (i) the direct owner of 200,000 of the Purchased Shares and (ii) the grantor under the Halim Daniel 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 of the Purchased Shares because Mr. Wheaton is the trustee under the Halim Daniel 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 the Purchased Shares because Crest Switzerland is the owner of a 100% interest 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 the Purchased Shares because Uniteg is (i) the owner of a 100% interest 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 the Purchased Shares because Mila is the direct owner of 300,000 of the Purchased Shares.
(c) 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. 2.
(d) Not applicable.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Other than the 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 Press Release attached hereto as Exhibit 2, the FCC Letter and the Report attached hereto as Exhibit 3, the Press Release attached to Amendment No. 2 as Exhibit 2, the Stockholder Letter attached to Amendment No. 1 as Exhibit 2 and the Press Release attached to Amendment No. 1 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 March 12, 2013, 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 Halim Daniel 2012 Trust, Mr. Michael Wheaton, solely in his capacity as trustee of the Halim Daniel 2012 Trust, Mr. Halim Daniel, Uniteg Holding SA, Mila Hotels International SA and Crest Switzerland, LLC | |
Exhibit 2 | Press Release issued by Crest Financial Limited dated as of March 12, 2013 | |
Exhibit 3 | Letter to the Federal Communications Commission by Bancroft PLLC, dated March 12, 2013 |
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: March 12, 2013
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 March 12, 2013, 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 Halim Daniel 2012 Trust, Mr. Michael Wheaton, solely in his capacity as trustee of the Halim Daniel 2012 Trust, Mr. Halim Daniel, Uniteg Holding SA, Mila Hotels International SA and Crest Switzerland, LLC | |
Exhibit 2 | Press Release by Crest Financial Limited dated as of March 12, 2013 | |
Exhibit 3 | Letter to the Federal Communications Commission by Bancroft PLLC, dated March 12, 2013 |
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, except for 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. Schumacher | 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 | |
Crest Financial Limited | Member | |
DTN Investments, LLC | Member | |
Pamela E. Powers | Manager, Executive Vice President, Secretary and Treasurer | |
John M. Howland | President | |
Uniteg Holding SA | ||
Name |
Present Position | |
Crest Switzerland, LLC | Sole Member | |
Halim Daniel | President | |
Mila Hotels International SA | ||
Name |
Present Position | |
Uniteg Holding SA | Sole Member | |
Halim Daniel | President |
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 12th day of March, 2013.
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:
Contact: Jeffrey Birnbaum, (202)661-6367, JBirnbaum@BGRPR.com
New Study Says Sprint Bid Vastly Undervalues Clearwire
WASHINGTON, D.C., March 12, 2013 A new study by former FCC commissioner Dr. Harold Furchtgott-Roth and the Analysis Group asserts that the price Sprint has offered for Clearwire Corporation significantly understates the true value of Clearwires technology opportunities and wireless spectrum holdings. The study supports Crests contention that the public would be best served if Clearwire remained free to offer its spectrum to multiple wireless carriers.
The study was submitted to the Federal Communications Commission today by Crest Financial Limited, a major minority shareholder in Clearwire, in connection with the FCCs review of Sprints proposed acquisition of Clearwire.
According to the Furchtgott-Roth Report, Sprints $2.97 per share offer for Clearwire represents a value of just $0.11 per MHz pop for Clearwires spectrum and significantly understates the current value of Clearwires unique spectrum holdings. The Report says that applying reasonable assumptions to the multi-customer business plan presented by two firms advising the Clearwire board results in a valuation between $9.54 and $15.50 per share. These share price values correspond to spectrum prices between $0.31 and $0.50 per MHz pop.
The Sprint offer also fails to account for Clearwires unique ability to deploy wireless technology that offers far greater future value than the technology currently offered by most major U.S. carriers, the study says. In his report, Dr. Furchtgott-Roth explains that TDD-LTE technology allows for higher download speeds and efficient spectrum utilization. He also notes that the only band of spectrum in the United States that can be developed for TDD-LTE services is the 2.5 GHz band largely controlled by Clearwire.
The Report, which was commissioned by Crest, explains that Sprints offer ignores both the value ascribed to similar spectrum in recent transactions and the fact that Clearwires spectrum holdings, together with its technology offerings, are well-suited for use by multiple carriers. The fragmented spectrum holdings of other U.S. carriers create an opportunity for Clearwire to offer a valuable wholesale service, the report states. The Report supports Crests argument made in filings with the FCC that Sprints acquisition of Clearwire would harm not only Clearwire shareholders but also the public at large.
Furthermore, the Report says that for unexplained reasons Clearwire abandoned the lucrative multi-customer strategy in favor of the Sprint acquisition. The Report supports Crests position that the public would be best served if Clearwire could offer its spectrum to multiple customers, thereby allowing more wireless carriers to pursue new technologies and mount challenges to the wireless markets current duopoly.
Dr. Furchtgott-Roth was an FCC commissioner from 1997 through 2001. Before that, he was chief economist for the House Committee on Commerce and a principal staff member on the Telecommunications Act of 1996.
The Furchtgott-Roth study echoes a separate study, also done for Crest, by Information Age Economics (IAE), which says that the true value of the wireless spectrum owned by Clearwire is two or three times higher than the value reflected in the price Sprint has offered to pay to acquire Clearwire.
The Furchtgott-Roth Report can be found here: www.bancroftpllc.com/crest.
# # #
SOURCE: Crest Financial Limited
Exhibit 3
March 12, 2013
VIA ELECTRONIC FILING
Marlene H. Dortch, Esq.
Secretary
Federal Communications Commission
445 Twelfth Street, S.W.
Washington, D.C. 20054
Re: | Applications of Sprint Nextel Corporation and SoftBank Corp., IB Docket No. 12-343 |
Dear Ms. Dortch:
On January 28, 2013, Crest Financial Limited (Crest) filed its petition to deny (Petition) the Application of Sprint Nextel Corporation (Sprint), SoftBank Corporation (SoftBank), Starburst I, Inc., and Starburst II, Inc. (collectively, the Applicants) for consent to transfer control of licenses, authorizations, and spectrum leases held by Sprint and Clearwire Corporation (Clearwire). Applicants seek such consent to facilitate a proposed transaction (the Proposed Transaction) pursuant to which Sprint would merge with Clearwire after SoftBank acquires control of Sprint.
In its Petition, Crest explained that Clearwires vast spectrum holdings can play a critical role in alleviating the impending spectrum crunch. Petition at 611. However, by keeping Clearwire under Sprints control, the Proposed Transaction would prevent the public from realizing the true value of Clearwires spectrum. Id. at 1116. Indeed, an independent Clearwire offers the best opportunity for a vibrant, new 4G network. Crest also demonstrated that the Proposed Transaction seriously undervalues Clearwires spectrum, which would undermine the Commissions efforts to unlock spectrum through incentive auctions. Crest explained that Clearwires spectrum is in fact easily and demonstrably worth at least $0.40 to $0.70 per MHz popmore than two or three times as much as the maximum value of Clearwires spectrum contemplated by the Proposed Transaction. Reply of Crest Financial Limited in Support of Petition to Deny at 3, IB Docket No. 12-343 (Feb. 25, 2013) (Reply). In support of that valuation, Crest submitted a report from Information Age Economics that detailed the value of Clearwires spectrum assets and analyzed recent spectrum sales.
Crest respectfully submits this letter as supplemental support for Crests Petition in two respects:
1919 M Street, N.W. Suite 470 Washington D.C. 20036
Telephone 202.234.0090 www.bancroftpllc.com Facsimile 202.234.2806
First, Crest respectfully submits the attached report prepared by former FCC commissioner Dr. Harold Furchtgott-Roth, currently President of Furchtgott-Roth Economic Enterprises, and the Analysis Group. See An Assessment of the Economic and Industry Reasonableness of Sprints Offer for Clearwire (2013) (attached as Exhibit A). Dr. Furchtgott-Roths report underscores that the Proposed Transaction undervalues Clearwires technology opportunities and spectrum holdings and supports Crests argument in the Petition that the public interest would be best served by Clearwire being able to offer its spectrum to multiple carriers.
Dr. Furchtgott-Roth focuses on the two Clearwire business models identified by the Clearwire Boards own financial advisors as the two business models under which the company can operate: single customer case (SCC) or multiple customer case (MCC). Id. at 3. In the SCC scenario, Clearwire would employ its vast spectrum holdings to serve a single customer, Sprint. In the MCC scenario, Clearwire would use its spectrum to serve any wireless carrier in the United States, allowing new wireless carriers to tap into Clearwires spectrum resources for use in deploying new technologies. When it was considering the Proposed Transaction, the Special Committee of the Clearwire Board reviewed these two business models along with the fact that the SCC model limits Clearwires profitability and the number of wholesale customers that could use Clearwires spectrum to introduce new products to the public. Nevertheless, the Special Committee appears to have abandoned the MCC model in favor of the acquisition by Sprint. Dr. Furchtgott-Roths report explores the ways in which Clearwire is uniquely positioned to implement the profitable MCC scenario due to current market and technology trends, its Time Division Duplex Long-Term Evolution (TDD-LTE) technology strategy, and its substantial spectrum holdings. Id. at 4. Furthermore, implementation of the MCC scenario is in no way contingent on complete Sprint ownership. Id. at 34-35. Dr. Furchtgott-Roths report also demonstrates that Clearwires spectrum is well-suited for use in a MCC scenario. As the report explains, [t]he fragmented spectrum holdings of other U.S. carriers create an opportunity for Clearwire to offer a valuable wholesale service as Clearwire is able to operate on a single bandwidth in excess of 130 MHz on average[.] Id. at 16.
In his report, Dr. Furchtgott-Roth also confirms that the Proposed Transaction drastically undervalues Clearwires spectrum assets. The value of Clearwires spectrum is found not only in the sheer breadth of its spectrum holdings, but also in Clearwires unique ability to deploy TDD-LTE technology using this spectrum. TDD-LTE technology, especially when combined with the current Frequency Division Duplex Long-Term Evolution (FDD-LTE) technology that most major U.S. carriers offer, can offer superior technological capabilities. Id. at 1012. Dr. Furchtgott-Roths report explains that, unlike traditional FDD-LTE technology, TDD-LTE technology is able to host both uploads and downloads on a single channel, offering much greater spectrum optimization and allowing for higher speeds than FDD-LTE technology alone. Id. at 11. Deploying this technology will be critical as spectrum scarcity persists and the only band of spectrum in the United States that can be developed for TDD-LTE services is the 2.5 GHz band largely controlled by Clearwire. Id. at 13. Thus, [w]ithout Clearwire there would be no significant TDD-LTE deployment in the United States. Id. at 18.
2
Finally, Dr. Furchtgott-Roths report details how the Proposed Transaction undervalues Clearwire by failing to take into account the fact that spectrum values in the United States have been consistently rising. Id. at 20. Although Sprint suggests that its $2.97 per share offer corresponds to a spectrum value of $0.21 per MHz pop, the Report explains that this assertion is incorrect and overstates the implicit spectrum value of Sprints offer by nearly 100 percent for a share price of $2.97. Properly accounted, Sprints $2.97 per share offer actually corresponds to an implicit spectrum value of only $0.11 per MHz pop. Rather than the $0.11 per MHz pop associated with the Proposed Transaction, recent spectrum prices for impaired spectrum have ranged from $0.21$0.50 per MHz pop, and prices for unimpaired spectrum have been at least $0.55 per MHz pop. Id. at 19. As Crest has explained, transactions in the Advanced Wireless Services (AWS) band provide the most appropriate precedent valuations for Clearwire spectrum as AWS spectrum is comparable to the 2.5 GHz band[.] Reply at 16. Recent transactions involving AWS spectrum have ranged from $0.55 per MHz pop to $0.69 per MHz pop. Report of Dr. Furchtgott-Roth at 26.
Second, Crest respectfully directs the Commission to a recent development that further confirms the disregard for the public interest with which the Proposed Transaction is being pursued. As explained in the Petition, Sprints objective in the Proposed Transaction is to gain unilateral control of Clearwire. Petition at 28. And that objective is being advanced through the compensation given to directors and officers of Clearwire, who stand to gain a significant amount from golden parachute compensation arrangements if the Sprint-Clearwire transaction is consummated. Indeed, based on the disclosures provided in Clearwires preliminary proxy statement, each of Clearwires executive officers is eligible to receive equity award payouts and cash severance payments valued at millions of dollars in connection with the transaction, including a package of cash severance and equity award payments for Clearwires chief executive officer valued at over $12 million. See Clearwire Preliminary Proxy Statement at 74-75 (Feb. 1, 2013). And on March 1, 2013 Clearwire made additional large grants of restricted stock units to each of its executive officers that generally exceeded the value of equity compensation provided to the executive officers in prior years and were not included in the figures presented in Clearwires preliminary proxy statement. These restricted stock unit grants included a grant valued at over $6 million to Clearwires chief executive officer, increasing the already large amount he would stand to realize if the Sprint transaction is completed.1 The March restricted stock unit grants serve to further incentivize Clearwires directors and officers to favor the Sprint-Clearwire transaction and deliver control over Clearwires spectrum to Sprint and SoftBank without regard to whether that control will result in the development of Clearwires spectrum in the best interests of shareholders and the public.
* * *
1 | See Clearwire executives to make millions if Sprint deal goes through, Puget Sound Bus. J. (Mar. 7, 2013) available at http://www.bizjournals.com/seattle/blog/techflash/2013/03/clearwire-executives-to-make-millions.html?source=email_rt_mc_body. |
3
For the reasons stated in Crests Petition and Reply, the Commission should deny the Proposed Transaction or approve it only subject to the conditions proposed in Crests previous filings.
This letter is filed pursuant to Section 1.1206 of the Commissions Rules.
Respectfully submitted, |
/s/ Viet D. Dinh |
Viet D. Dinh |
Bancroft PLLC |
1919 M Street, N.W. |
Suite 470 |
Washington, D.C. 20036 vdinh@bancroftpllc.com |
Encl.
cc: | David Krech |
Wayne McKee
Neil Dellar
Aaron Goldschmidt
Paul Murray
Christopher Sova
Kathleen Collins
4
Exhibit A
AN ASSESSMENT OF THE ECONOMIC AND INDUSTRY REASONABLENESS OF
SPRINTS OFFER FOR CLEARWIRE
Harold Furchtgott-Roth
Furchtgott-Roth Economic Enterprises
David Sosa and Elizabeth Stone
Analysis Group
March 12, 2013
TABLE OF CONTENTS
I. |
Introduction | 3 | ||||
II. |
The Multiple Customer Case (MCC) scenario, which was developed by Clearwires management, appears to be the most profitable business strategy the company could pursue | 5 | ||||
III. |
Clearwire is uniquely positioned to implement the profitable MCC scenario in the United States, and is likely to be able to do so in light of current market and technology trends | 6 | ||||
A. |
The MCC Scenario | 6 | ||||
B. |
Bases for the Profitability of Clearwires MCC Scenario | 10 | ||||
1. |
The Development and Global Adoption of TDD-LTE Supports Clearwires MCC Scenario | 10 | ||||
2. |
The Technological Superiority of TDD-LTE Supports the Clearwire MCC Business Plan | 11 | ||||
3. |
The Rapidly Expanding TDD-LTE Equipment Market Supports Clearwires MCC Scenario | 12 | ||||
4. |
Demand for Wholesale TDD-LTE Services Is Likely to Increase Substantially | 15 | ||||
5. |
Clearwire Boards Abandonment of the MCC Scenario | 16 | ||||
C. |
Clearwire is Uniquely Positioned to Implement the MCC Scenario | 16 | ||||
1. |
Clearwire Has Extensive Spectrum Holdings That Are Well Suited for TDD-LTE and Are Valuable Because of It | 16 | ||||
2. |
No Other Carrier Likely Has Capability to Deploy TDD-LTE | 18 | ||||
D. |
Clearwire Can Endure Some Delay in TDD-LTE Deployment and Still Be Profitable | 18 | ||||
IV. |
Spectrum valuations in the United States are rising and are likely to continue to increase, and Sprints $2.97 offer for Clearwire reflects an extraordinarily low valuation of Clearwire spectrum given its unique TDD-LTE options | 19 | ||||
A. |
Spectrum Values in the United States Are Increasing | 20 | ||||
B. |
Recent Transactions for Impaired Spectrum Have Been in the Range of $0.21 $0.50 per MHz Pop | 21 | ||||
1. |
HarbingerSkyTerra | 22 | ||||
2. |
DISHDBSD and TerreStar | 22 | ||||
3. |
AT&TWCS | 23 | ||||
C. |
Recent Transactions for Unimpaired Spectrum Have Been for Amounts Supporting Valuation of at Least $0.55 per MHz Pop | 24 | ||||
1. |
AWS Transactions | 25 | ||||
2. |
700 MHz Spectrum Transactions | 26 | ||||
D. |
Sprints Offer of $2.97 per Share of Clearwire Corresponds to A Valuation of Clearwire Spectrum of About $0.11 per MHz Pop, Substantially Below the Current Market Price | 27 | ||||
1. |
Clearwire Has Many Assets Other Than Spectrum | 27 | ||||
2. |
Sprint Adds Lease Values to Calculate the Enterprise Value of Clearwire | 28 | ||||
3. |
The Value of Spectrum Corresponding to Sprints $2.97 Share Offer is Approximately $0.11 per MHz Pop, Substantially Below $0.21 per MHz Pop | 29 | ||||
4. |
Since 2010, Clearwire Has Presented to the Public Valuations of Its Spectrum Comparable to as Much as $1.25 per MHz Pop or as Much as $55 Billion Overall | 30 | ||||
E. |
Under Reasonable Assumptions of the MCC scenario, the Evercore and Centerview Valuations between $9.54 and $15.50 per Share Correspond to Spectrum Prices between $0.31 and $0.50 per MHz Pop | 32 | ||||
V. |
Sprints $2.97 offer for Clearwire does not compensate Clearwires shareholders for the value attributable to the MCC scenario or for the value of Clearwires spectrum holdings | 34 | ||||
VI. |
Conclusion | 36 |
ANALYSIS GROUP 2
I. | Introduction |
Before the Clearwire board accepted the $2.97 share offer from Sprint on December 17, 2012, the Special Committee of the Clearwire board commissioned financial analyses of several options for Clearwires long-term prospects including two scenarios that Clearwires management had developed for evaluating Clearwires development strategies for the next decade. Clearwire recently released at least some of these analyses prepared by the firms Centerview and Evercore.1 The two scenarios, presented in more detail in Appendix A, are as follows:
| In the first scenario or business plan, Clearwire has a single customer case (SCC), almost certainly Sprint. In this scenario, Clearwire would be a pure wholesaler of services with a single buyer, and the profit opportunity would be limited. In this scenario, Clearwire becomes cash flow positive in 2018. Centerview and Evercore find little opportunity for financial success in this scenario. |
| The second scenario is the multiple customer case (MCC), under which Clearwire has multiple wholesale customers. Those customers would likely include other large carriers, in addition to Sprint. In the MCC scenario, AT&T, Verizon, T-Mobile, and every other wireless carrier in America would be a potential customer for Clearwires new advanced Time Division Duplex Long-Term Evolution (TDD-LTE) services. In this scenario, Clearwire becomes cash flow positive in 2016, two years earlier than in the SCC scenario. The MCC scenario offers substantial financial possibilities for Clearwire, with Evercore projecting equity values as high as $11.31 per share on a DCF basis.2 Centerview finds equity values at least as high as $15.50 per share on a DCF basis.3 |
1 | Centerview Partners made at least three presentations to the Special Committee of the Clearwire Board of Directors, on December 3, 2012, December 12, 2012, and December 16, 2012. Evercore Partners made at least two presentations to the Special Committee of the Clearwire Board of Directors, on December 12, 2012 and December 16, 2012. |
2 | Evercore Partners, Board of Directors Presentation December 12, 2012, (hereinafter Evercore 12/12/12 Board Presentation) December 12, 2012, p. 15. |
3 | Centerview Partners, Project Canine Confidential Discussion Materials for the Special Committee of the Board of Directors of Collie, (hereinafter Centerview Canine 12/16/12 Report) December 16, 2012, p. 6. The $15.50 valuation does not include a sale of spectrum. Centerview examines such a sale of more than 11 billion MHz pops of spectrum to DISH at a price of approximately $0.22 per MHz pop and obtains an additional $1.40 per share in equity value. See Centerview Partners, Project Canine Confidential Discussion Materials for the Special Committee of the Board of Directors of Collie, (hereinafter Centerview Canine 12/12/12 Report) December 12, 2012, p. 11. For this report, we do not consider such a sale of spectrum, but the Centerview analysis clearly indicates that a spectrum sale could be consistent with the MCC scenario and could generate additional cash for Clearwire. |
ANALYSIS GROUP 3
We have been asked by Crest Financial to review these scenarios and the long-term valuations that are associated with them, with a focus on whether they are reasonable in light of economic and industry realities. Our findings, in brief, are as follows:
| The MCC scenario, which was developed by Clearwire management, appears to be the most profitable business strategy the company could pursue. |
| Clearwire is uniquely positioned to implement the profitable MCC scenario in the United States, and is likely to be able to do so based on current market and technology trends. |
| Spectrum valuations in the United States are rising and are likely to continue to increase, and Sprints $2.97 offer for Clearwire reflects an extraordinarily low valuation of Clearwire spectrum, given its unique TDD-LTE opportunities. Based on a review of recent transactions, we find that impaired spectrum has sold in the range of $0.21 to $0.50 per Mhz pop and unimpaired spectrum has sold for at least $0.55 per Mhz pop. Furthermore, Sprints offer corresponds to a spectrum price of approximately $0.11 per MHz pop, not the $0.21 per MHz pop asserted by Sprint. |
| Sprints $2.97 offer for Clearwire does not compensate Clearwires shareholders for the value attributable to the MCC scenario or for the value of Clearwires spectrum holdings. Under reasonable assumptions, Centerviews and Evercores long-term valuations of Clearwire with this business plan are between $9.54 and $15.50 per share. These share price values correspond to spectrum prices between $0.31 and $0.50 per MHz pop. |
We review each of these findings in turn.
ANALYSIS GROUP 4
II. | The MCC scenario, which was developed by Clearwires management, appears to be the most profitable business strategy the company could pursue |
Centerview was engaged by the Special Committee of the Board of Directors of Comet [Clearwire] to advise it on matters related to a potential sale or other strategic transaction.4 In addition to the SCC and MCC scenarios, Centerview reviewed at least three other strategies: a sale of Clearwire to Sprint, a sale of spectrum to DISH, and a Chapter 11 restructuring.5 Although the MCC option is mentioned at least once in each Centerview presentation, it is not the primary focus of the Centerview analyses. While Centerview consistently finds that the MCC scenario has the highest value for shareholders of all options considered,6 Centerview expresses skepticism about the MCC scenario by noting three obstacles:
| Clearwire has insufficient resources to fund the MCC scenario, with a $2bn+ funding gap through [the point in time when the company would become] free-cash-flow-positive. |
| The MCC scenario assumes significant new wholesale volume, which to date Clearwire has been unable to secure. |
| Without additional wholesale customers, the funding gap grows to almost $4bn [which is to say it becomes the SCC scenario].7 |
At least in the presentation made available for public review, Centerview does not examine any of these obstacles or challenges in detail. There is no discussion of why a project that would increase Clearwires market capitalization by substantial sums could not be financed. There is no discussion of the possibility that new technologies or evolving market demand conditions would alter the attractiveness of a Clearwire wholesale offering. In fact, it is reasonable to anticipate such favorable changes in wholesale markets; these prospects are examined below.
4 | Centerview Partners, Project Galaxy Confidential Discussion Materials for the Special Committee of the Board of Directors of Comet, (hereinafter Centerview Comet Report) December 3, 2012, p. 4. |
5 | Id., p. 6. |
6 | Centerview Canine 12/12/12 Report, December 12, 2012, p. 14; and Centerview Canine 12/16/12 Report, p. 6. |
7 | Centerview Comet Report, p. 5; See also Centerview Canine 12/12/12 Report, p. 20; Centerview Canine 12/16/12 Report, p. 12. |
ANALYSIS GROUP 5
Evercore had a narrower assignmentto determine whether a cash transaction by Sprint to acquire Clearwire is fair, from a financial point of view, to all non-Sprint shareholders of the Clearwire Class A common stock.8 In its assignment, Evercore reviewed certain non-public projected financial data related to the Company prepared and furnished to [it] by management of the Company (the management projections [SCC and MCC]). 9 Evercore appears to accept the management projections, including the MCC projections:
We have assumed that the management projections have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the Company as to the future financial performance of the Company under the business assumptions reflected therein.10
Evercore provides less commentary than Centerview on the SCC and MCC scenarios, but does estimate the equity value of the scenarios, and finds the MCC scenario has superior equity value to the other options it considers, including the Sprint acquisition.11 No explanation is provided for why the scenario that leads to a much higher equity value than the Sprint offer is not highlighted in the report. This is a particularly glaring omission given that the purpose of the report is to evaluate whether the Sprint offer is fair, from a financial point of view, to all non-Sprint shareholders of the Clearwire Class A common stock.12
III. | Clearwire is uniquely positioned to implement the profitable MCC scenario in the United States, and is likely to be able to do so in light of current market and technology trends |
A. | The MCC Scenario |
Evercore projects that Clearwire would have an equity value, on a discounted cash flow basis, of between $4.14 and $11.31 per share if it pursues and successfully implements the MCC strategy. The valuation range depends on the perpetuity growth rate and the discount rate.13 Evercore examines perpetuity growth rates between 2 percent and 4 percent, and it considers discount rates between 12.5 percent and 17.5 percent.14
8 | Evercore 12/12/12 Board Presentation, p. 1. |
9 | Id., p. 5. |
10 | Id., p. 6. |
11 | Id., p. 9. |
12 | Id., p. 1. |
13 | Id., p. 15. |
14 | Id., p. 15. |
ANALYSIS GROUP 6
Centerview projects an equity value of between $3.45 and $15.50 per share if Clearwire pursues and successfully implements the MCC scenario, depending on the perpetuity growth rate and the weighted average cost of capital (WACC).15 Centerview also considers a scenario in which Clearwire combines the MCC scenario with a sale of more than 11 billion MHz pops of spectrum to DISH; this combined option yields an additional $1.40 per share bringing the range to $4.85 to $16.90.16 For purposes of this report, we do not consider the proposed sale of spectrum to DISH, but the option of future spectrum sales means that the calculated equity values for Clearwire in the MCC scenario should be viewed as lower bounds since higher values could be obtained with spectrum sales. Centerview examines scenarios with WACC between 10 percent and 17.5 percent, and perpetuity growth rates between 1 percent and 3 percent.17
The range of perpetuity growth rates considered by Evercore and Centerview are likely too low. As shown in Appendix B, a review of investment analyst estimates of perpetuity growth rates for Clearwire reveals values of between 3 percent and 7 percent with an average of 4.2 percent. These perpetuity growth rates are almost certainly based on an SCC scenario, not an MCC scenario. The latter would likely lead to even higher growth rates. We believe that it is reasonable to consider perpetuity growth rates of no less than 3 percent.
Furthermore, the range of discount rates and WACC examined by both Evercore and Centerview are likely too high for at least two reasons:
| Centerview presents an Illustrative WACC Analysis and estimates that in December 2012, the WACC for Clearwire is 8.9 percent at yield-to-worst and is 9.6 percent at par.18 |
| As shown in Appendix B, investment analysts estimate a WACC range for Clearwire of between 10.5 percent and 14.6 percent, with an average of 12.7 percent. These WACC estimates are likely based on Clearwires SCC scenario, and might be lower if the MCC scenario were envisioned instead. |
15 | Centerview Canine 12/16/12 Report, p. 6. |
16 | Id., p. 6. |
17 | Id., p. 14. |
18 | Id., p. 15. |
ANALYSIS GROUP 7
Given the WACC range for Clearwire estimated by the investment analyst community including Centerview, we believe that it is reasonable to consider only WACC and discount rates below 15 percent.
With the perpetuity growth rates and WACC values described above, the Evercore equity share prices for the MCC scenario range between $10.15 and $11.31 per share.19 The Centerview equity share prices for the MCC scenario range between $9.54 and $15.50 per share.20 Both financial advisors project that the SCC scenario will be considerably less profitable than the MCC scenario. Evercore assesses the SCC scenario as leading to a Clearwire share price with negative values between -$1.88 and -$0.01.21 Centerview is equally negative in its assessment, with Clearwire share prices dropping in value to between -$2.33 at the low end and $0.76 at the high end.22
A key driver of the profitability of the SCC and MCC scenarios are the underlying capital expenditure projections. Table 1 displays Evercores and Centerviews projected capital expenditure patterns for the MCC and SCC scenarios as well as recent capital expenditure projections from Morgan Stanley and JP Morgan.23 While substantially higher than the projections for the SCC scenario, the projected capital expenditures for the MCC scenario are in line with the network build-out costs presented by Clearwire management for the period from 2013 through 2014.24 If the actual capital expenditure pattern required to support the MCC scenario is in fact closer to either the SCC scenario or the analyst report projections, the MCC strategy would be even more profitable.
19 | Evercore 12/12/12 Board Presentation, p. 13. |
20 | Centerview Canine 12/16/12 Report, p. 14. |
21 | Evercore 12/12/12 Board Presentation, p. 15. |
22 | Centerview Canine 12/16/12 Report, p. 14. |
23 | Clearwire management provided Evercore and Centerview with the SCC and MCC capital expenditure projections. Clearwire Proxy Statement, available at http://www.sec.gov/Archives/edgar/data/1442505/000119312513033200/d474948dprem14a.htm#toc, pp. 54-55. |
24 | [T]he cost of the LTE build of up to 8000 sites remains at approximately $600 million, equivalent to $75K per site. Clearwire Corporations CEO Discusses Q4 2012 Results Earnings Call Transcript, March 4, 2013; As of December 31, 2012 we have more than 1,000 LTE sites on air on our network. We expect to have 2,000 LTE sites on air by the end of June 2013 and anticipate expanding our LTE network to 5,000 sites by the end of the year. Currently, we plan to operate LTE on approximately 8,000 sites by the end of 2014. Clearwire, Form 10-K for calendar year ending December 31, 2012, (hereinafter Clearwire 2012 10-K) filed February 14, 2013, pp. 9 and 58. These projections equate to network build-out costs of $300 million in 2013 and $225 million in 2014. |
ANALYSIS GROUP 8
Table 1: Projected Capital Expenditures for Clearwire25
($ millions)
2011 (Actual) |
2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2013-2020 | ||||||||||||||||||||||||||||||||||
MCC Scenario |
$ | 220 | $ | 157 | $ | 327 | $ | 294 | $ | 235 | $ | 390 | $ | 510 | $ | 614 | $ | 714 | $ | 745 | $ | 3,829 | ||||||||||||||||||||||
SCC Scenario |
$ | 220 | $ | 157 | $ | 293 | $ | 317 | $ | 154 | $ | 171 | $ | 238 | $ | 243 | $ | 279 | $ | 298 | $ | 1,993 | ||||||||||||||||||||||
Morgan Stanley |
$ | 226 | $ | 141 | $ | 580 | $ | 300 | $ | 200 | $ | 200 | $ | 175 | $ | 175 | ||||||||||||||||||||||||||||
JP Morgan |
$ | 228 | $ | 183 | $ | 389 | $ | 416 | $ | 392 | $ | 273 | $ | 343 | $ | 426 | $ | 522 | $ | 633 | $ | 3,394 | ||||||||||||||||||||||
JP Morgan |
$ | 228 | $ | 126 | $ | 390 | $ | 492 | $ | 435 | $ | 265 | $ | 321 | $ | 387 | $ | 463 | $ | 551 | $ | 3,304 |
The valuations of the MCC business scenario, even at the low end, are well above both the current market valuation of Clearwire and the Sprint offer of $2.97 per share. The high end of the MCC valuations are dramatically above the Sprint offer. It is surprising that Centerview and Evercore do not give the MCC valuations greater consideration. As will be explained in Section V below, Sprints offer price does not adequately compensate Clearwires shareholders, given the profitability of the MCC scenario and the value of Clearwires spectrum holdings.
Both Evercore and Centerview assess Clearwire through other valuation methods, but neither addresses, much less explains, the new TDD-LTE technology that Clearwire is embracing. That omission is unfortunate because the new technology is important to understanding both the unique opportunities before Clearwire and the centrality of the new technology to the MCC business model. The MCC business plan based on TDD-LTE technology is not a pipe dream; it is based on current technological and market realities.
25 | Evercore 12/12/12 Board Presentation, p. 9; Centerview Canine 12/16/12 Report, p. 13; Morgan Stanley, Clearwire Corporation 4Q12 Preview: Strategic and LTE Update in Focus, February 11, 2013, Ex 8; JP Morgan, Clearwire, February 13, 2013, Table 3; JP Morgan, Clearwire, October 25, 2012, Figure 1. |
ANALYSIS GROUP 9
B. | Bases for the Profitability of Clearwires MCC Scenario |
The success of Clearwires MCC business strategy is contingent on several factors:
| the development of TDD-LTE technology and its adoption by U.S. and global carriers; |
| industry and public acceptance of the technological superiority of either TDD-LTE on its own or as part of hybrid systems combining TDD-LTE and FDD-LTE; |
| the existence of an equipment market to support TDD-LTE, including network and consumer electronic equipment; |
| other carriers demand for Clearwires TDD-LTE services; and |
| sufficient funding. |
The first four points are already likely outcomes of current market and technology trends. All that remains to be addressed is the financing of the MCC strategy. We discuss each of these points below as well as the Clearwire boards apparent abandonment of the MCC scenario.
1. | The Development and Global Adoption of TDD-LTE Supports Clearwires MCC Scenario |
The Clearwire MCC business case depends on the availability of TDD-LTE network technology. That technology is already becoming widely available in the global market. ABI Research estimates that TDD-LTE networks could reach as many as 4.4 billion people worldwide by 2014.26 According to the Global TD-LTE Initiative (GTI), more than 45 percent of the worlds population will be covered by TDD-LTE services in Bands 7, 38, 40, and 41 alone (between 2.3 GHz and 2.7 GHz).27,28 This is the same portion of the spectrum in which Clearwires spectrum is located.
26 | ABI research, TDD LTE MAKING THE MOST OF 4G, September 10, 2012, p. 8. |
27 | The existence of GTI is itself evidence of an established global market for TDD-LTE technology. GTI was founded in 2011 in an effort to advocate cooperation among global operators and industry partners to promote TDD-LTE. Its members now include 51 wireless carriers and 39 partner companies, including Agilent, Ericsson, Qualcomm, and Intel. GTI, TD-LTE Industry Briefing, January 15, 2013, p. 10. |
28 | IDC (sponsored by Clearwire Corporation), Validating the Market for TDD-LTE in the U.S. Marketplace, August 2012, p. 4. |
ANALYSIS GROUP 10
2. | The Technological Superiority of TDD-LTE Supports the Clearwire MCC Business Plan |
Rapid growth in the demand for wireless services has stimulated the development of technologies that offer greater data capacity, faster transmission speeds, and more efficient use of available spectrum.29 Approximately nine times more data is downloaded than uploaded, and this is expected to increase 25 times over the next five years.30 Much of this increase is attributable to the proliferation of smart mobile devices (smartphones and tablets), with which users are downloading content in unprecedented volumes. In a market characterized by increasingly asymmetric demand, asymmetric upload and download links are advantageous. Unlike Frequency Division Duplex LTE (FDD-LTE) technology, TDD-LTE uses a single channel for uploads and downloads and dynamically assigns bandwidth to the uplink and downlink connections based on user requirements. This ensures that capacity usage is optimized at all times. TDD-LTE technology is an integral part of this development, offering unique capabilities that address the evolving needs of the wireless industry.
TDD-LTE supports higher data speeds than a network built using FDD-LTE alone can handle. For example, Softbank, a Japanese carrier, reports speeds up to 110 megabits per second using TDD-LTE handsets on its TDD-LTE network, compared to a speed of 75 megabits per second for FDD-LTE handsets.31 China Mobile reports speeds of 223 megabits per second using its TDD-LTE network and carrier aggregation.32
Despite the clear superiority of TDD-LTE, most American carriers have adopted FDD-LTE technologies for at least two reasons. First, the International Telecommunications Union has assigned most bands of spectrum below 2 GHz, where many American carriers have spectrum, exclusively to FDD-LTE technologies, thus constraining carriers to this sole option.33 Second, equipment for FDD-LTE technologies has reached market a couple of years earlier than equipment for TDD-LTE technologies. Having begun to build and operate FDD-LTE networks with scarce spectrum holdings, these carriers would find the costs of switching to TDD-LTE networks extremely high.
29 | Overall mobile data traffic is expected to grow to 11.2 exabytes per month by 2017, a 13-fold increase over 2012. Mobile data traffic will grow at a CAGR of 66 percent from 2012 to 2017. Cisco, Cisco Visual Networking Index: Global Mobile Data Traffic Forecast Update, 2012-2017, February 6. 2013, p. 5; By any metric, wireless broadband usage in the United States is exploding in popularity. CTIAs recent Semi-Annual Survey revealed that reported wireless traffic in the first half of 2012 totaled 633 billion megabytes (MB), an increase from 526 billion MB in the second half of 2011 and 341 billion MB in the first half of 2011. CTIA The Wireless Association, Comments of CTIA The Wireless Association In the Matter of Expanding the Economic and Innovation Opportunities of Spectrum Through Incentive Auctions, FCC GN Docket No. 12-268, January 25, 2013, p. 6. |
30 | Sophie Curtis, LTE TDD to make up 25% of all LTE by 2016: Ovum, Techworld, June 25, 2012. |
31 | Wells Fargo Securities, Clearwire Corp. CLWR: CLEAR-ing Up the Facts and Questions, October 23, 2012, p. 1. |
32 | See Asian operators pushing the envelope with LTE Advanced, at |
http://lteconference.wordpress.com/2013/02/01/asian-operators-pushing-the-envelope-with-lte-advanced/, accessed on February 20, 2013. |
33 | FCC, Public Safety Tech Topic #22Application of Emerging Wireless Broadband Technology for Public Safety Communications, at http://www.fcc.gov/help/public-safety-tech-topic-22-application-emerging-wireless-broadband-technology-public-safety-co, accessed on March 1, 2013, see Table 4. |
ANALYSIS GROUP 11
While most mobile operators in the United States are using FDD-LTE to upgrade their current 3G services,34 research shows that a hybrid system combining FDD-LTE and TDD-LTE can achieve superior spectrum efficiency, faster transmission speeds, and greater economies of scale.35 Due to its real-time allocation of bandwidth to uplink and downlink channels, TDD-LTE technology is optimal for high-volume data download usage.36 In contrast, FDD-LTE technology is optimal for voice usage (which requires paired uplink and downlink channels) and in locations with less dense networks.37 Current research strongly suggests that a combination of the two technologies, particularly in combination with carrier aggregation, is superior to either technology alone, and certainly to a market that offers FDD-LTE alone.38
The unique advantages of TDD-LTE in addressing the growing demand for wireless services and the rapidly expanding TDD-LTE ecosystem suggest that Clearwires TDD-LTE technology will be in high demand, whether on its own or in combination with FDD-LTE systems operated by other carriers. Clearwire is well positioned to deploy TDD-LTE, dramatically improving the attainability of the profitable MCC scenario.
3. | The Rapidly Expanding TDD-LTE Equipment Market Supports Clearwires MCC Scenario |
Superior technology is of little value if equipment to support the technology is not commercially available. For the Clearwire MCC business scenario to be successful, the TDD-LTE technology must not only work well, but a robust suite of network and consumer electronic equipment choices to support the technology must be widely available at affordable prices. Those conditions are met.
34 | Sophie Curtis, LTE TDD to make up 25% of all LTE by 2016: Ovum, Techworld, June 25, 2012. |
35 | Renuka Bhalerao, The Evolution of LTE TDD, EE Times, May 1, 2012. |
36 | Sophie Curtis, LTE TDD to make up 25% of all LTE by 2016: Ovum, Techworld, June 25, 2012. |
37 | Renuka Bhalerao, The Evolution of LTE TDD, EE Times, May 1, 2012. |
38 | Nick Chiu, Sprints Network Vision And Clearwires TDD-LTE In Action, Seeking Alpha, February 16, 2013. |
ANALYSIS GROUP 12
An extensive network equipment market is already in place to support this demand for TDD-LTE technology. Large-scale TDD-LTE deployments have already occurred globally and additional deployments are scheduled to take place in the coming year. Current TDD-LTE markets (and the carriers serving them) include India (Airtel), Sweden (Hi3G), Japan (Softbank), China (China Mobile), and Saudi Arabia (Mobily).39 Nearly half of the LTE rollouts expected around the world in 2013 and 2014 will be based on TDD-LTE technology. These include Reliance and Aircel in India, VHA in Australia, P1 in Malaysia, and Rostelecom in Russia.40 Softbanks TDD-LTE network attracted more than 350,000 customers in the first seven months following the rollout in February 2012,41 and now counts over 700,000 subscribers.42 China Mobile is pursuing a similarly aggressive rollout of TDD-LTE.43 TDD-LTE network rollouts encourage the consumer equipment manufacturing segment to scale up production of mobile devices for use on these expanding networks.
Further encouraging the development of the TDD-LTE ecosystem, Chinas Ministry of Industry and Information Technology (MIIT, Chinas telecommunication regulatory body) recently announced plans to release the entire 190 MHz of their 2.5 GHz frequency spectrum for TDD-LTE deployments.44 That is the same band of spectrum that Clearwire controls in the United States. This, too, will spur device manufacturers to produce innovative mobile devices at scale.
In the United States, TDD-LTE is under discussion in the incentive auction rulemaking comments related to the allocation of the 600MHz spectrum band. 45 While a decision on the role of TDD-LTE in the 600MHz band is not expected in the near-term, consideration of the contribution it can make in meeting consumer demand is active and current. In the meantime, the only band of spectrum in the United States that can be developed for TDD-LTE services is the 2.5 GHz band largely controlled by Clearwire.
39 | Of the 18 LTE rollouts expected in 2013 and 2014, seven of them will use TDD-LTE technology. Bank of America Merrill Lynch, Global Wireless Matrix 4Q12, p. 5. |
40 | Id., p. 5. |
41 | Clearwire, Q3 2012 Clearwire Corporation Earnings Conference Call, October 25, 2012, p. 6. |
42 | Clearwire, Clearwire Corporations CEO Discusses Q4 2012 Results Earnings Call Transcript, February 8, 2012, p. 4. |
43 | Nick Chiu, China Mobiles TD-LTE Technology Expanding Fast, Where To Invest, Seeking Alpha, January 28, 2013. |
44 | In addition to the band from 2500MHz to 2690MHz (Band 41), China also allocated 1.9 GHz frequency spectrum for TDD-LTE. Clearwire, Q3 2012 Clearwire Corporation Earnings Conference Call, October 25, 2012, p. 6. |
45 | FCC, Notice of Proposed Rulemaking In the Matter of Expanding the Economic and Innovation Opportunities of Spectrum Through Incentive Auction, FCC Docket No. 12-268 at ¶¶ 123-184. |
ANALYSIS GROUP 13
Companies spanning the wireless supply chain are developing hybrid FDD/TDD-LTE capabilities in order to capitalize on the gains offered by combining the two technologies in different parts of the network. 46 For example, Vodafone, a wireless carrier, offloads data traffic to a TDD-LTE system while transmitting voice traffic on a FDD-LTE system. 47 Qualcomm, a semiconductor manufacturer, markets a processor (Snapdragon) that supports both FDD-LTE and TDD-LTE, as well as previous generation 3G systems, providing for flexibility across the technologies.48 Sharp, a handset manufacturer, is releasing the Sharp Pantone 6 200SH, containing a hybrid FDD/TDD-LTE chip,49 which will enable users access to SoftBanks TDD-LTE network in Japan.50 These and other devices will be available to Clearwires TDD-LTE customers.
Clearwire can avail itself of a robust market for network equipment for hybrid FDD/TDD-LTE systems. Alcatel Lucent is working on a device that will accelerate the deployment of TDD-LTE in densely populated areas of China.51 Mobile operator Hi3G Sweden recently extended its agreement to build the first FDD/TDD-LTE dual-mode network, the first stage of which has already been installed.52 In February 2013, Nokia Siemens Networks demonstrated data traffic offloading between TDD-LTE and FDD-LTE using a proprietary base station and a commercially available dual-mode (FDD and TDD) end-user device. In a related press release, the company states [t]he capability to offload traffic between TDD-LTE and FDD-LTE networks paves the way for operators to optimize the use of both FDD-LTE and TD-LTE services. The demonstration is further evidence of Nokia Siemens Networks commitment to the globalization and commercialization of TDD-LTE as part of its overall LTE strategy.53 Ericsson, a telecommunications equipment manufacturer, demonstrated a bi-directional FDD/TDD-LTE network, allowing carriers to offer wireless services on both FDD and TDD spectrums.54
46 | Even with LTE, however, operators see a need to offload their data traffic in order to provide users with wireline-like speed and capabilities Just when operators are at a point where they have exhausted all possible data offload approaches, Time Division Duplex (TDD) in the form of LTE shines through. Renuka Bhalerao, The Evolution of LTE TDD, EE Times, May 1, 2012. |
47 | Renuka Bhalerao, The Evolution of LTE TDD, EE Times, May 1, 2012. |
48 | Qualcomm Press Release, Qualcomm Unveils New Snapdragon Mobile Processors Across All Tiers of Smartphones and Tablets, November 16, 2011. |
49 | Brian Klug and Anand Lal Shimpi, Qualcomms New Snapdragon S4: MSM8960 & Krait Architecture Explored, http://www.anandtech.com/show/4940/qualcomm-new-snapdragon-s4-msm8960-krait-architecture/4, accessed on March 10, 2013. |
50 | See http://sharp.cheeseus.org/index.php?page=Devlist&id=91#, accessed on March 1, 2013. |
51 | Alcatel-Lucent Press Release, Alcatel-Lucent and China Mobile accelerate deployment of 4G TD-LTE across China with the introduction of light Radio Metro Radio, February 25, 2013. |
52 | See http://www.lte-tdd.org/newsdetail/674, accessed on February 19, 2013. |
53 | Nokia Siemens Networks Press Release, Nokia Siemens Networks showcases TD-LTE breakthroughs, February 20, 2013. |
54 | Ericsson Press Release, First Converged LTE FDD/TDD Network launched by China Mobile Hong Kong and partner Ericsson, December 19, 2012. |
ANALYSIS GROUP 14
The TDD-LTE initiatives pursued by these companies are consistent with IDCs opinion that [a]s LTE and LTE Advanced continue to evolve, it is clear that there will be a single globally adopted platform for both FDD and TDD, with minimal differences between FDD and TDD specifications, ensuring a critical mass of devices, chipsets, and infrastructure, and innovations in areas such as interference management and improved backhaul techniques will apply to both FDD-TDE and TDD-LTE networks.55
4. | Demand for Wholesale TDD-LTE Services Is Likely to Increase Substantially |
Part of Centerviews skepticism about the MCC scenario relates to the failure of Clearwire to attract major wholesale customers other than Sprint for its WiMAX technology.56 For several reasons, Clearwires past experiences with WiMAX need not limit future wholesale arrangements for TDD-LTE services.
First, WiMAX was primarily conceived and marketed as a stand-alone technology. Neither the network nor the consumer equipment designed for WiMAX supported a hybrid system operating with both WiMAX and any other 4G technology. A wholesale WiMAX customer would have to commit to offering a WiMAX-only service, and only Sprint among the major U.S. carriers was willing to offer such a service. Other major carriers had no use for a standalone WiMAX service. As a result, not surprisingly, Sprint was the only major wireless carrier to make wholesale arrangements with Clearwire.
55 | IDC (sponsored by Clearwire Corporation), Validating the Market for TDD-LTE in the U.S. Marketplace, August 2012, p. 1. |
56 | Centerview Comet Report, p. 5. |
ANALYSIS GROUP 15
Second, as discussed above, TDD-LTE can be used as either a stand-alone technology or in combination with other technologies including FDD-LTE to offer faster hybrid services. Even for carriers committed to FDD-LTE services, Clearwires TDD-LTE service offers an attractive option for hybrid services.The technological superiority and capabilities of a hybrid FDD/TDD-LTE system as compared to FDD-LTE alone means that FDD-LTE operators may find Clearwires TDD-LTE services useful not merely for additional capacity but also to develop competitively superior services.
5. | Clearwire Boards Abandonment of the MCC Scenario |
The disclosed documents from Centerview and Evercore as presented to the Clearwire board and its Special Committee are presentation slides without corresponding explanations. It is difficult, based on these slides alone, to understand why the Clearwire board did not pursue the MCC scenario rather than the Sprint offer of $2.97 per share. Even under pessimistic WACC and perpetuity growth rate assumptions, the MCC scenario yields greater value to shareholders than the Sprint offer. Based onWACC and perpetuity growth rates assumptions available from investment analysts including Centerview, the shareholder value of the MCC scenario is worth more than the Sprint offer by a factor of more than three. Both the Centerview and Evercore presentations note a funding shortfall for the MCC scenario, but none of the documents explains why the cost of obtaining additional financing would not be worth the returns obtained from pursuing the MCC option.
C. | Clearwire is Uniquely Positioned to Implement the MCC Scenario |
1. | Clearwire Has Extensive Spectrum Holdings That Are Well Suited for TDD-LTE and Are Valuable Because of It |
Clearwires spectrum holdings offer critical capacity in a market with rapidly increasing demand for wireless services. Clearwire has on average 140 MHz of spectrum nationwide in the 2.5 GHz frequency banda section of spectrum that is being developed for TDD-LTE networks around the world.57 Due to Clearwires extensive holdings in this spectrum band, it is able to operate on a single bandwidth in excess of 130MHz on average, including approximately 160MHz on average in the top 100 markets where capacity constraints are the most likely to emerge. As a result, Clearwire has the
57 | Clearwire 2012 10-K, p. 17. |
ANALYSIS GROUP 16
capability to generate much greater capacity and better network performance by virtue of a significantly fatter pipe vis-à-vis competitors.58 The fragmented spectrum holdings of other U.S. carriers create an opportunity for Clearwire to offer a valuable wholesale service, particularly through carrier aggregation.59
The suitability of high frequency bands such as Clearwires 2.5 GHz for TDD-LTE has been demonstrated by major carriers worldwide. Japanese carrier SoftBank has successfully deployed TDD-LTE using high-frequency spectrum like Clearwires,60 and introduced six TDD-LTE smartphones supporting the 2.5 GHz band in February of last year.61 Chinese telecom regulatory body MIIT announced plans to release the entire 190 megahertz of their 2.5-gigahertz spectrum for TDD-LTE deployments and their adoption of the same Band 41 format advocated by Clearwire and other GTI members around the globe, including [SoftBank].62 Recognizing the extensive development of the TDD-LTE ecosystem in the 2.3-2.6 GHz frequency range, and the superior performance of TDD-LTE at these frequencies, Jefferies notes that it is no longer the case that Clearwires spectrum around the 2.5 GHz frequency is materially less desirable.63
Auctions of high-frequency spectrum in the 2.3-2.6 GHz range have either been planned or completed globally and domestically, indicating substantial demand for high-frequency spectrum.64,65
58 | IDC (sponsored by Clearwire Corporation), Validating the Market for TDD-LTE in the U.S. Marketplace, August 2012, p. 2. |
59 | Using carrier aggregation, it is possible to simultaneously utilize the spectrum bands of more than one carrier, thereby increasing the overall transmission bandwidth. As China Mobile and other carriers have found, the combination of carrier aggregation and LTE technologies achieves dramatic gains in wireless speed and capacity. See Asian operators pushing the envelope with LTE Advanced, at http://lteconference.wordpress.com/2013/02/01/asian-operators-pushing-the-envelope-with-lte-advanced/, accessed on February 20, 2013. |
60 | Cowen and Company, Sprint Nextel Corp. Initiating With Neutral, February 4, 2013, pp. 22-23. |
61 | Wells Fargo Securities, Clearwire Corp.: CLWR: CLEAR-ing Up the Facts and Questions, October 23, 2012, p. 1; Clearwire, Q3 2012 Clearwire Corporation Earnings Conference Call, October 25, 2012, p. 6. |
62 | Clearwire, Q3 2012 Clearwire Corporation Earnings Conference Call, October 25, 2012, p. 6. |
63 | Jefferies, Clearwire Corp.; Econ 101: Scarcity, analyst report, February 23, 2012, p. 6. |
64 | In many countries, auctions of 2.3GHz and 2.6GHz spectrum are planned (e.g., in Europe, Russia, Asia, and Latin America) or have just taken place (e.g., in India, Sweden, and Norway). Jefferies, Clearwire Corp.; Econ 101: Scarcity, analyst report, February 23, 2012, p. 6. |
65 | Recent pending and closed spectrum transactions by Verizon, AT&T, T-Mobile, SpectrumCo, Dish Networks, and NextWave were for spectrum above 2 GHz We believe these transactions pretty much cleared the market of available spectrum. We do not anticipate meaningful large blocks of spectrum coming available during the next few years. JANCO Partners, Inc., Clearwire Recommendation: Buy, August 29, 2012, pp. 1, 5-6. |
ANALYSIS GROUP 17
In response to the FCCs incentive auction, AT&T cautions that it may be the last spectrum auction of comparable scope that the Commission will conduct for many years.66 The limited supply of additional spectrum provides further support for a high valuation of Clearwires extensive spectrum holdings and encourages deployment of spectral efficient technologies such as TDD-LTE.
2. | No Other Carrier Likely Has Capability to Deploy TDD-LTE |
Another factor supporting Clearwires unique position to implement the MCC scenario is the fact that no carriers in the United States other than Clearwire have announced plans to employ TDD-LTE technology. AT&T and Verizon are expected to have the majority of their FDD-LTE rollout completed by mid-2013 and have indicated that the focus of their investments is FDD-LTE rather than TDD-LTE.67 For example, in petitioning the FCC to change service rules for the WCS band at 2.3 GHz, AT&T focused on FDD-LTE technologies.68
Without Clearwire, therefore, there would likely be no significant TDD-LTE deployment in the United States and, as shown above, TDD-LTE is critical to meeting national broadband needs through deployment of either TDD-LTE only networks or as part of a hybrid FDD/TDD-LTE network. Without a TDD-LTE offering in the United States, transmission speeds would be limited to those achieved by FDD-LTE systems. As evidenced by experiences in Asia, these speeds are likely to be inferior to those speeds that TDD-LTE systems, or hybrid FDD/TDD-LTE systems, are capable of achieving. The spectrum and TDD-LTE services offered by Clearwire will therefore be of value to other carriers in the United States, increasing the relative profitability of the MCC scenario.
D. | Clearwire Can Endure Some Delay in TDD-LTE Deployment and Still Be Profitable |
Investment analysts point to the delayed nature of Clearwires TDD-LTE deployment as compared to the network deployments of other carriers and raise concerns that a late entry into the LTE market will be a competitive disadvantage. While it is true that capital constraints have
66 | AT&T Inc., Comments of AT&T Inc. In the Matter of Expanding the Economic and Innovation Opportunities of Spectrum Through Incentive Auctions, FCC GN Docket No. 12-268, January 25, 2013, p. 1. |
67 | Morgan Stanley Research, Clearwire Corporation 4Q12 Preview: Strategic and LTE Update in Focus, February 11, 2013, p. 3. |
68 | FCC, Order on Reconsideration In the Matter of Amendment of Part 27 of the Commissions Rules to Govern the Operation of Wireless Communications Services in the 2.3 GHz Band, FCC WT Docket No. 07-293, (hereinafter FCC WT Docket No. 07-293) October 17, 2012. |
ANALYSIS GROUP 18
postponed the implementation of Clearwires TDD-LTE strategy and that timing of deployment is important for the calculation of shareholder value, concerns regarding competitive repercussions are misplaced. Clearwires business plan is not necessarily to compete purely as a standalone TDD-LTE service. Rather, even domestic carriers that have committed to the deployment of FDD-LTE can make use of Clearwires wholesale TDD-LTE services in order to operate hybrid FDD/TDD-LTE systems. Clearwire is the only company with either plans or, thanks to Clearwires substantial spectrum holdings in the 2.5 GHz frequency band, the capability to implement TDD-LTE. Consequently, even if Clearwires TDD-LTE deployment lags the FDD-LTE deployments of other carriers, it still has a viable business model. In addition to leasing TDD-LTE spectrum, Clearwires network management of a hybrid FDD/TDD-LTE system is a potential value-added service. The value of such wholesale and management services will of course be greater if they can be offered to multiple customers, as in the MCC scenario.
IV. | Spectrum valuations in the United States are rising and are likely to continue to increase, and Sprints $2.97 offer for Clearwire reflects an extraordinarily low valuation of Clearwire spectrum given its unique TDD-LTE options |
Increasing spectrum values should make a company with substantial spectrum holdings, such as Clearwire, a good long-term investment. Yet Sprints offer of $2.97 per share for Clearwire translates into a very low valuation of the company and its spectrum. A recent study by Information Age Economics sponsored by Crest Financial reaches similar conclusions.69 Below we review the following:
| Spectrum values in the United States are increasing; |
| Recent transactions for impaired spectrum have been in the range of $0.21to $0.50 per MHz pop; |
| Recent transactions for unimpaired spectrum have been for amounts supporting a valuation of at least $0.55 per MHz pop; |
69 | M. Roetter and A. Pearce, Valuation of Clearwires 2.5 GHz Band Spectrum Assets, Information Age Economics, February 2013. |
ANALYSIS GROUP 19
| Sprints offer of $2.97 per share of Clearwire corresponds to a valuation of Clearwire spectrum of about $0.11 per MHz pop, substantially below the current market price; and |
| Under reasonable assumptions of the MCC scenario, the Evercore and Centerview valuations between $9.54 and $15.50 per share correspond to spectrum prices between $0.32 and $0.50 per MHz pop. |
A. | Spectrum Values in the United States Are Increasing |
Like real estate, the value of spectrum licenses has generally increased over time. Although real estate prices do not move upward every year, the long-term upward trend is unmistakable. Clearwire has highlighted this trend,70 and a recent study of FCC spectrum auctions confirms the upward trend in spectrum prices.71
One of the reasons for increased value in recent years is the rapid increase in demand for wireless services, particularly mobile broadband services.72 The demand for these services has grown more rapidly than anticipated even just a few years ago.73 In its communications with the financial community, Clearwire has consistently noted this increase in demand and associated increase in the value of spectrum.74
70 | Hope Cochran, CFO of Clearwire, Presentation to Goldman Sachs 21st Annual Communacopia Conference, September 19, 2012, p. 3. |
71 | Scott Wallsten, Is There Really a Spectrum Crisis? Quantifying the Factors Affecting Spectrum License Value, Technology Policy Institute, January 23, 2013, pp. 27-28. |
72 | Id., pp. 4-5. |
73 | [H]istory has shown that projections regarding mobile Internet data traffic usually lag behind actual usage. For example, Cisco originally predicted in its Visual Networking Index that in 2011, global mobile data traffic would grow by 131 percent. Instead, global mobile data traffic grew by 133 percent, in spite of global economic uncertainties and an increase in the amount of mobile data traffic offloaded to the fixed network. CTIA The Wireless Association, Comments of CTIA The Wireless Association In the Matter of Expanding the Economic and Innovation Opportunities of Spectrum Through Incentive Auctions, FCC GN Docket No. 12-268, (hereinafter FCC GN Docket No. 12-268) January 25, 2013, p. 8. |
74 | Hope Cochran, CFO of Clearwire, Presentation to Goldman Sachs 21st Annual Communacopia Conference, September 19, 2012, pp. 3-4. |
ANALYSIS GROUP 20
A second reason for increases in the value of spectrum is that newly available spectrum, such as spectrum repurposed from legacy uses, has been slow to materialize. The FCC issued a report in early 2010 describing the potential addition of 500 MHz of spectrum for mobile commercial purposes.75 Nearly three years later, the FCC has implemented only a small part of its plan, and even those implementations have yielded substantially less spectrum than initially envisioned.76
A third reason for higher spectrum prices is that the United States has had a weak economy since 2007. The Sprint-Clearwire merger took place in 2008, and the valuations in that transaction reflected the weak economy of the time. As our economy slowly moves out of recession, prices for assets such as spectrum are likely to increase.
B. | Recent Transactions for Impaired Spectrum Have Been in the Range of $0.21 $0.50 per MHz Pop |
Recent spectrum transactions have transferred significant holdings, although none has involved as much spectrum as is held by Clearwire. Some of these transactions have involved spectrum that has been impaired so that its use is substantially limited or would require the completion of an unpredictable regulatory proceeding before being usable. Given that the Clearwire spectrum is not impaired, these transactions for impaired spectrum provide a lower bound for the value of Clearwires spectrum. Among these transactions are the following: HarbingerSkyTerra; DISHDBSD and TerreStar; and AT&TNextWave.
75 | FCC, Connecting America: The National Broadband Plan, March 16, 2010. See also, Hope Cochran, CFO of Clearwire, presentation to Goldman Sachs 21st Annual Communacopia Conference, September 19, 2012, p. 5. |
76 | The National Broadband Plan envisioned [60 Mhz] of spectrum from MSS for mobile broadband purposes. The L band spectrum does not appear to be easily developed for mobile broadband purposes. FCC, Memorandum Opinion and Order and Declaratory Ruling In the Matter of SkyTerra Communications, Inc., Transferor and Harbinger Capital Partners Funds, Transferee Applications for Consent to Transfer of Control of SkyTerra Subsidiary LLC, FCC IB Docket No. 08-184, (hereinafter FCC IB Docket No. 08-184) March 26, 2010. The S band spectrum has been approved for mobile broadband purposes, but actual deployment may still be several years away. FCC, Report and Order and Order of Proposed Modification Service Rules for Advanced Wireless Services in the 2000-2020 MHz and 2180-2200 MHz Bands, FCC WT Docket No. 12-70, (hereinafter FCC WT Docket No. 12-70) December 17, 2012. |
ANALYSIS GROUP 21
1. | HarbingerSkyTerra |
On March 26, 2010, the FCC approved Harbingers acquisition of SkyTerra, including the transfer of 23 MHz of nationwide satellite spectrum in the L-band.77 The new company was known as LightSquared, and it leased 30 MHz of spectrum from Inmarsat.78 The value of transaction was estimated at $1.8 billion, including the acquisition of debt.79 It is difficult to apply a precise measure of the price per MHz pop for the Harbinger transaction. Evaluating the price at $1.8 billion, the 23 MHz of nationwide spectrum corresponds to a price of approximately $0.25 per MHz pop.80 That would be the price per MHz pop disregarding Harbingers pre-existing ownership of approximately 50 percent of Sky Terra. Taking into account this initial ownership position, Harbinger appears to have paid $1.8 billion for approximately half of SkyTerra, or a price between $0.45 and $0.50 per MHz pop. If, hypothetically, Harbinger could have acquired SkyTerras assets without also acquiring its debt, the price paid, and the corresponding price per MHz pop, would have been higher. Thus, the range of $0.45 to $0.50 is a lower bound on the spectrum value.
Harbinger was aware that the spectrum it acquired from SkyTerra was substantially impaired for mobile broadband applications. At the time of the contract between Harbinger and SkyTerra in August 2009, Harbinger had no assurance that regulators would allow SkyTerras spectrum to be used for terrestrial purposes outside of its ancillary terrestrial component (ATC) license. In order to fall within the ambit of an ATC license, the spectrum had to be used primarily for satellite purposes and handsets had to have a satellite capability, which was not the model LightSquared envisioned. In 2010, the FCC relaxed the restrictions on the use of the SkyTerra spectrum by LightSquared.81 But subsequent interference issues with GPS led the FCC to suspend LightSquareds authority for flexible use of the spectrum thereby substantially reducing its value.82
2. | DISHDBSD and TerreStar |
In bankruptcy proceedings in 2011, DISH acquired the equity of DBSD for approximately $1.4 billion and the assets of TerreStar for $1.4 billion.83 Each company had 20 MHz in nationwide mobile satellite service licenses in the 2 GHz band with ATC enabling them to offer terrestrial services as well as to satellite services.84 In addition, to resolve legal disputes directly related to these transactions, DISH paid Sprint $114 million, bringing the direct acquisition cost to $2.9 billion for the
77 | FCC IB Docket No. 08-184. See particularly Attachment 1, Harbinger Business Model. |
78 | Id., see Attachment 1, Harbinger Business Model. |
79 | Dan Meyer, Harbinger Completes Acquisition of SkyTerra, RCR Wireless, March 30, 2010. |
80 | The calculation is $1.8 billion divided by (23 x 315 million). |
81 | FCC IB Docket No. 08-184. |
82 | FCC, Order and Authorization in the matter of LightSquared Subsidiary LLC, Request for Modifications of its Authority for an Ancillary Terrestrial Component, FCC IB Docket No. 11-109, January 26, 2011. |
83 | DISH 2011 10-K, p. 1, and pp. 5-6. |
84 | FCC WT Docket No. 12-70, ¶¶ 9-10. |
ANALYSIS GROUP 22
assets of the two companies.85 In addition to the 40 MHz of spectrum, DISH acquired satellite slots and a working satellite from each company, but essentially no operations or customers.86 Assuming that all of the value of the companies was embodied in the spectrum, the price per MHz pop was $0.23.87 In describing the acquisitions in its Form 10-K, DISH focused on the spectrum as well as necessary regulatory approvals that DISH would need in order to make the spectrum valuable:
We have agreed to acquire certain spectrum and other assets from DBSD North America and TerreStar and we have paid substantially all of the purchase price for these acquisitions. If we are unable to obtain certain regulatory approvals and waivers, or they are granted in a manner that varies from the form we have requested, the value of these assets may be impaired. To the extent we receive these approvals and waivers, we will be required to make significant additional investments or partner with others to commercialize these assets.88
Despite this uncertainty, DISH was willing to pay at least $0.23 per MHz pop, and quite likely substantially more, for satellite spectrum with the hope that the FCC would approve the conversion of the spectrum to terrestrial and mobile broadband use.
3. | AT&TWCS |
During the summer of 2012, AT&T agreed to acquire WCS spectrum from various license-holders. AT&T paid NextWave $600 million to acquire all the equity and purchase a portion of the debt of NextWave for $600 [million].89 Some analysts have estimated the AT&T acquisition of WCS at $0.21 per MHz pop, including all four blocks of spectrum.90 Although there are 30 MHz of WCS spectrum, the FCC prohibits mobile services in two of the blocks that together account for 10 MHz of the total 30 MHz that AT&T purchased.91 Considering these restrictions, the effective price was closer to $0.32 per MHz pop. Moreover, power limits and out-of-band emission (OOBE) limits imposed by the FCC further impair the use of all blocks designated for mobile services.92
85 | DISH 2011 10-K, p. 6. |
86 | FCC WT Docket No. 12-70, ¶ 14. |
87 | This calculation almost certainly understates the value of the spectrum because DISH was already a substantial equity owner and creditor of at least TerreStar. |
88 | DISH 2011 10-K, p. ii. |
89 | AT&T, Form 10-Q, period ending September 30, 2012, p. 29. |
90 | This calculation is based on $650m total value of AT&Ts acquisition, Frank Rayal, Setting a Value on the 2.3 GHz WCS Band, August 5, 2012. |
91 | FCC WT Docket No. 07-293. |
92 | Id. |
ANALYSIS GROUP 23
In August of 2012, at the time of the AT&T acquisition of the WCS licenses, the FCC had not completed rules for mobile services in the WCS band; consequently, WCS licenses were substantially impaired and could not be effectively used for mobile broadband services. AT&Ts purchase of the WCS licenses in August 2012 would have value only if the FCC were subsequently to change its rules. It was only in October 2012, two months after AT&T announced the acquisition, that the FCC approved new rules allowing effective mobile services in the WCS band, and even then, for only 20 of the 30 MHz with restricted usage.93 Thus the price offered by AT&T in August 2012 for WCS licenses is presumably lower than the price it would have been willing to pay after the FCC approved the rule changes.
Table 2 presents the implicit value of the spectrum on a price per MHz basis for each of these impaired spectrum transactions. Had the spectrum not been impaired, the prices would almost certainly have been higher.
Table 2: Price Ranges for Recent Impaired Spectrum Transactions
Transaction | Date Announced | Impairment | Price per Megahertz Pop | |||
Harbinger Sky Terra |
Mar-10 | ATC status | $0.45-$0.50 or more | |||
DISH DBSD and TerreStar |
2011 | ATC status | At least $0.23 | |||
AT&T WCS |
2012 | WCS service rules | At least $0.21 |
C. | Recent Transactions for Unimpaired Spectrum Have Been for Amounts Supporting Valuation of at Least $0.55 per MHz Pop |
Several other recent transactions have involved significant holdings of unimpaired spectrum. Unimpaired spectrum is available for immediate use without substantial limitations on services and without requiring further FCC proceedings. We review these transactions below.
93 | Id. |
ANALYSIS GROUP 24
1. | AWS Transactions |
In late 2011, Verizon Wireless proposed to acquire AWS spectrum from a consortium of cable companies known as SpectrumCo.94 The members of SpectrumCo are Comcast Corporation, Time Warner Cable, and Bright House Networks. In a complicated transaction, Verizon Wireless would pay $3.6 billion for the spectrum in addition to various marketing agreements. For the spectrum alone, the transactions could be measured at approximately $0.69 per MHz pop.95 But the marketing agreementsunder which Verizon Wireless agreed to market cable services and cable companies agreed to market Verizon Wireless servicesclearly favored the cable companies because Verizon Wireless has a substantial retail marketing presence in retail outlets around the country whereas cable companies do not. To the extent the marketing agreements tend to favor the cable companies, the transaction prices for the spectrum would likely have been higher without the marketing agreements.
Separately, Verizon Wireless proposed to acquire AWS spectrum from Cox TMI Wireless for $315 million.96 The Cox deal was valued at approximately $0.56 per MHz pop.97 As with the SpectrumCo deal, Verizon and Cox agreed to various marketing agreements that were more valuable to Cox than to Verizon. Thus the spectrum price would likely have been higher absent the marketing agreements.
In December 2011, Verizon agreed to purchase 83 million MHz pops of PCS spectrum and 257 million MHz pops of AWS spectrum for $188 million, or $0.55 per MHz pop.98 In the same month, Verizon agreed to purchase 273 million MHz pops of AWS spectrum from Savary Island, an affiliate of Leap Wireless, for $172 million, or $0.63 per MHz pop.99
94 | Verizon Wireless Press Release, Comcast, Time Warner Cable, And Bright House Networks Sell Advanced Wireless Spectrum To Verizon Wireless For $3.6 Billion, December 2, 2011. |
95 | Sam Churchill, FCC To Okay Verizon/Cable Spectrum Buy, Daily Wireless, July 9, 2012. |
96 | Cox Communications Press release, Cox Communications Announces Agreement to Sell Advanced Wireless Spectrum to Verizon Wireless, December 16, 2011. FCC, Application of Verizon and Cox Wireless, FCC ULS File No. 0004996680, filed December 21, 2011. |
97 | The calculation is $315 million divided by 20 MHz divided by 28 million pops of coverage. |
98 | Richelle Elberg, Leap Wireless and Verizon Wireless Announce Spectrum Deals, The Deal Advisor, December 11, 2011. |
99 | Id. |
ANALYSIS GROUP 25
2. | 700 MHz Spectrum Transactions |
In December 2011, Leap Wireless agreed to purchase from Verizon Wireless 129 MHz pops of 700 MHz A block spectrum for $204 million, or $1.58 per MHz pop.100 On December 22, 2011, the FCC approved AT&Ts acquisition of Qualcomms unpaired spectrum in the lower 700 MHz band.101 The transaction has been valued at $0.85 per MHz pop.102 Table 3 presents the implicit value of the spectrum on a price per MHz basis for each of these transactions.
Table 3: Price Ranges for Recent Unimpaired Spectrum Transactions
Spectrum | Date Announced | Price per Megahertz Pop | ||||
AWS |
2011 | $ | 0.55 - $0.69 | |||
700 Mhz |
Dec-11 | $ | 0.85 - $1.58 |
The spectrum prices presented in Table 3 are consistent with projections of spectrum prices in future FCC auctions. For example, in 2011 Coleman Bazelon projected spectrum prices in the range of $0.72 to $0.86 per MHz pop for several future FCC auctions, both below 1 GHz and above 2 GHz.103 The FCC also occasionally discusses projections of prices in future FCC auctions. For example, the FCC recently mentioned the possibility that the H-band, a 5 MHz slice at 1995-2000 MHz, would be sold at auction for prices in the range of at least $0.67-$1.00 per MHz Pop. 104
100 | Id. |
101 | FCC, Order In the Matter of Application of AT&T Inc. and Qualcomm Incorporated, FCC WT Docket No. 11-18, December 22, 2011. |
102 | Frank Rayal, Setting a New Standard for Unpaired Spectrum Pricing: AT&Ts Purchase of Qualcomms 700 MHz Spectrum, December 28, 2011. |
103 | Coleman Bazelon, Expected Receipts from Proposed Spectrum Auctions, The Brattle Group, Inc., July 28, 2011, p. 25. |
104 | One analyst projected that the value of the paired H block would be $2-3 billion, which implies a price of at least $0.67-$1.00 per MHz Pop, or $1-$1.5 billion for the downlink band. FCC WT Docket No. 12-70, ¶ 66. |
ANALYSIS GROUP 26
D. | Sprints Offer of $2.97 per Share of Clearwire Corresponds to A Valuation of Clearwire Spectrum of About $0.11 per MHz Pop, Substantially Below the Current Market Price |
Many investment analyst reports, including the Centerview and Evercore reports, attempt to translate Sprints $2.97 per share offer for Clearwire into a price per MHz pop. They often cite values similar to the $0.21 per MHz pop asserted by Sprint.105 These calculations are incorrect for at least two reasons: (1) they improperly disregard Clearwires non-spectrum assets; and (2) they incorrectly calculate the enterprise value of Clearwire.
1. | Clearwire Has Many Assets Other Than Spectrum |
Calculating the price paid per MHz pop is appropriate for transactions where spectrum is the only asset being transferred. Practically all of the transactions listed in the Centerview106 and Evercore107 reports are based on pure spectrum plays. Investment analysts typically do not speak of price per MHz pop for transactions involving non-spectrum assets. Thus, in reviewing spectrum transactions, Centerview and Evercore do not include the T-Mobile-Metro PCS transaction, for example, because Metro PCS has substantial assets other than spectrum. Thus, a simple calculation of the price per MHz pop based on the total enterprise value of Metro PCS divided by the MHz pops transferred in the transaction would ascribe no value to Metro PCSs other assets and would therefore substantially overstate the implicit price per MHz.
If Clearwire were only selling spectrum, it would make sense to calculate a simple price per MHz pop for the Sprint-Clearwire transaction by dividing the transaction price by the MHz pops involved in the transaction. However, the transaction proposed by Sprint is to acquire all of Clearwire, including non-spectrum assets as well as liabilities. In its most recent 10-K, Clearwire represents that it has approximately $7.7 billion of assets of which $4.2 billion reflects spectrum.108 The difference of more than $3.4 billion reflects the value of other assets. Thus, any investment analyst who presents a transaction value for Sprints proposed acquisition of Clearwire in terms of price per MHz pop relative to the proposed acquisition price implicitly assigns no value to Clearwires other assets.
105 | Centerview Canine 12/16/12 Report, p. 8 |
106 | Centerview Comet Report, p. 26; Centerview Canine 12/12/12 Report, pp. 14 and 17; Centerview Canine 12/16/12 Report, p. 9. |
107 | Evercore 12/12/12 Board Presentation, p. 13; Evercore Partners, Board of Directors Presentation December 16, 2012, (hereinafter Evercore 12/16/12 Board Presentation) December 16, 2012, p. 11. |
108 | Clearwire 2012 10-K, p. 79. |
ANALYSIS GROUP 27
This is the approach that both Centerview and Evercore appear to take, assigning no value at all to the non-spectrum assets that Clearwire acknowledged holding in its public disclosures. To be sure, the value of spectrum (and other assets) may vary from one reporting period to another. For example, although spectrum accounted for the majority of Clearwires assets on its balance sheet as of December 31, 2012, it represented less than 50 percent Clearwires assets just 12 months earlier.109 There are many possible ways of allocating value between spectrum and non-spectrum assets, but neither Centerview nor Evercore attempts to make such an allocation or even present a calculation based on Clearwires publicly disclosed spectrum/non-spectrum value split. Instead, both Centerview and Evercore, as well as many other investment analysts, simply, and incorrectly, assign no value to the non-spectrum assets of Clearwire.
In fact, relying on Clearwires publicly disclosed spectrum/non-spectrum value split would yield an erroneous value. Clearwires non-spectrum assets go well beyond those that are listed on its balance sheet. For example, Clearwire has a substantial number of customers, both retail and wholesale, that are not reflected on the balance sheet. Clearwire also has contracts with vendors, with tower companies, and with all of the resources necessary to operate a commercial wireless company. Both the tangible assets of Clearwire listed in its balance sheet as well as its many intangible assets distinguish the acquisition of Clearwire from the pure spectrum plays with which Centerview, Evercore, and others improperly compare Clearwire.
2. | Sprint Adds Lease Values to Calculate the Enterprise Value of Clearwire |
The usual textbook definition of enterprise value is market capitalization plus net debt minus cash or liquid assets.110 There are some judgments involved in enterprise value calculations, but Sprints assertion in its December 17th press release of a $10 billion enterprise value for Clearwire corresponding to a $2.97 share price offer is difficult to defend.111 According to ycharts.com, Clearwires share price closed at $2.91 on December 17, 2012, and its total enterprise value was $8.2 billion, not $10 billion.112
109 | Id., p. 79. |
110 | See http://financial-dictionary.thefreedictionary.com/Enterprise+Value, accessed on February 27, 2013. |
111 | Sprint Press Release, Sprint to Acquire 100 Percent Ownership of Clearwire for $2.97 per Share. December 17, 2012. |
112 | See http://ycharts.com/companies/CLWR/, accessed March 10, 2013. |
ANALYSIS GROUP 28
Sprint calculated its $10 billion enterprise value by including net debt and spectrum lease obligations of $5.5 billion.113 The net debt of Clearwire was $4.3 billion on December 31, 2012,114 and spectrum lease obligations do not appear separately as a liability on the balance sheet of Clearwire. Many companies have long-term leases for assets such as office space, but it is not standard practice to include lease values in enterprise value. On February 27, 2013, Clearwires share price closed at $3.18. This corresponds to an enterprise value of $8.7 billion,115 based on a market capitalization of $4.7 billion,116 well below Sprints claim of $10 billion. The corresponding enterprise value for Sprint with a share price of $2.97 would be $8.4 billion, not the $10 billion claimed by Sprint.117 Sprint increases the enterprise value of Clearwire by more than $1.5 billion by including spectrum lease values. Evercore increases the enterprise value by $1.8 billion based on NPV of Leases of $1,800 mm based on management estimate.118 Centerview also adds $1.8 billion to the enterprise value for spectrum leases.119
3. | The Value of Spectrum Corresponding to Sprints $2.97 Share Offer is Approximately $0.11 per MHz Pop, Substantially Below $0.21 per MHz Pop |
Sprint asserts that its offer of $2.97 corresponds to a spectrum value of $0.21 per MHz pop, which it derives by dividing an asserted enterprise value of $10 billion by 47 billion MHz pops.120 This calculation is incorrect for at least two reasons.
a. | First, as noted above, the enterprise value of Sprint corresponding to the $2.97 share price offer is not $10 billion; it is closer to $8.4 billion. At the correct enterprise value, assuming that all of the enterprise value reflects spectrum alone, the price per MHz pop would be approximately $0.18. |
113 | Sprint Press Release, Sprint to Acquire 100 Percent Ownership of Clearwire for $2.97 per Share. December 17, 2012. |
114 | Clearwire 2012 10-K, p. 79. |
115 | See http://ycharts.com/companies/CLWR, accessed on February 27, 2013. |
116 | $4.659 billion rounded to one decimal place. |
117 | Given that market capitalization and net debt are two of the components of a firms total liabilities, it is not surprising that enterprise value is typically less than the value of the total liabilities of a company. But, in the case of Clearwire, it is reasonable to calculate market capitalization based not on just marketable share, but also on convertible shares, which would be exercise in a buyout. |
118 | Evercore 12/16/12 Board Presentation, p. 11. |
119 | Centerview Canine 12/12/12 Report, p. 15. |
120 | Sprint Press Release, Sprint to Acquire 100 Percent Ownership of Clearwire for $2.97 per Share. December 17, 2012; Clearwire 2012 10-K, p. 18. |
ANALYSIS GROUP 29
b. | Second, not all of the enterprise value is attributable to spectrum. As discussed above, it would be reasonable, accepting Clearwires public disclosures with the caveat noted above, to subtract $3.4 billion as the amount representing non-spectrum assets, leaving the residual value for spectrum at approximately $5 billion. At that net value, the price per MHz pop would be closer to $0.11. Thus, there is no foundation for the assertion by Sprints CEO Dan Hesse that the $2.97 per share offer corresponds to a $0.21 per MHz pop valuation of Clearwire spectrum.121 This figure almost certainly overstates the implicit spectrum value of Sprints offer by nearly 100 percent for a share price of $2.97. |
4. | Since 2010, Clearwire Has Presented to the Public Valuations of Its Spectrum Comparable to as Much as $1.25 per MHz Pop or as Much as $55 Billion Overall |
Between 2010 and 2012, officers of Clearwire have presented to the public valuations of spectrum comparable to the holdings of Clearwire. These comparable valuations have been in the range of $0.25 to $1.25 per MHz pop. These valuations are for spectrum alone, not for the other assets of the Clearwire. This implies spectrum valuations in the range of $11.7 billion to $55.1 billion.122 Clearwire executives never suggested to the public that its spectrum was worth as little as $0.21 per MHz pop, much less $0.11 per MHz pop. As the Clearwire executives correctly noted, spectrum valuations have been consistently increasing. There is no reason to believe that the valuation in 2013 would be less than the valuation in previous years. Table 4 summarizes the specific presentations by Clearwire.
121 | Reuters, Sprint CEO says deal values Clearwire spectrum higher than AT&T paid for Nextwave, December 17, 2012. |
122 | See Clearwire presentation at Deutsche Bank Media & Telecommunications Conference, http://files.shareholder.com/downloads/CLWR/2239836835x0x546515/e25c9414-1c46-4fe7-abbe-c2769d335496/2012%2002%2028%20DB_Hope.pdf, accessed on March 1, 2013, slide 3; Clearwire presentation at JPMorgan Global High Yield and Leveraged Finance Conference, http://files.shareholder.com/downloads/CLWR/2239836835x0x434823/25943b6a-1136-4e11-bafe-6b56a241777c/JPMorgan-2010.pdf, accessed on March 1, 2013, slide 4. |
ANALYSIS GROUP 30
Table 4: Clearwire Presentations of the Value of its Spectrum123
Date | Presenter | Event | Spectrum Valuation | |||
3/2/2010 |
Erik Prusch | Clearwire Corporation at JPMorgan Gobal High Yield and Leveraged Finance Conference | Spectrum valued at $22.1Bn to $55.1Bn assuming $0.50 to $1.25 per MHz-Pop1 | |||
3/1/2011 |
Clearwire Corporation at Morgan Stanley Technology, Media & Telecom Conference | Spectrum valued at $23.2Bn to $46.3Bn assuming $0.50 to $1.00 per MHz-Pop2 | ||||
5/10/2011 |
Hope Cochran and Paul Blalock |
Clearwire Investor Presentation | Spectrum valued at $23.2Bn to $46.3Bn assuming $0.50 to $1.00 per MHz-Pop3 | |||
2/28/2012 |
Hope Cochran | Deutsche Bank Media and Telecommunications Conference | $35.0 Bn assuming increase in value | |||
3/22/2012 |
Hope Cochran | Goldman Sachs Conference | subsequent to recent transactions of $0.25 - $0.75 per MHz-Pop, evidenced by Verizon-Spectrum Co AWS transaction (63 percent increase from 2006 - 2011)4,5,6 | |||
9/19/2012 |
Hope Cochran | Goldman Sachs 21st Annual Communacopia Conference |
123 | http://files.shareholder.com/downloads/CLWR/2239836835x0x434823/25943b6a-1136-4e11-bafe-6b56a241777c/JPMorgan-2010.pdf, accessed on March 1, 2013, slide 4; http://files.shareholder.com/downloads/CLWR/2239836835x0x448922/c199dd61-e9b1-4694-ab5e-3108146f8483/Investor%20Presentation%20March%202011%20Final.pdf, accessed on March 1, 2013, slide 4; http://files.shareholder.com/downloads/CLWR/2239836835x0x466836/a24f1857-733d-484e-aaf4-65d08b7490a6/CLWR_Investor_Presentation_May_2011.pdf, accessed on March 1, 2013, slide 5; http://files.shareholder.com/downloads/CLWR/2239836835x0x546515/e25c9414-1c46-4fe7-abbe-c2769d335496/2012%2002%2028%20DB_Hope.pdf, accessed on March 1, 2013, slide 3; http://files.shareholder.com/downloads/CLWR/2239836835x0x554783/8dd20917-02ba-43ba-be7a-339803af8fa0/CLWR_Investor_Presentation_Q4_2011.pdf, accessed on March 1, 2013, slide 3; http://files.shareholder.com/downloads/CLWR/2239836835x0x600991/32db5f93-ac2a-4ead-958e-7a2cbe9fd9ae/2012%209%2019%20Communacopia_Hope.pdf, accessed on March 1, 2013, slide 3. |
ANALYSIS GROUP 31
E. | Under Reasonable Assumptions of the MCC scenario, the Evercore and Centerview Valuations between $9.54 and $15.50 per Share Correspond to Spectrum Prices between $0.31 and $0.50 per MHz Pop |
As noted earlier, under reasonable assumptions, Evercore assesses the MCC scenario on a discounted cash flow basis as having a Clearwire equity value between $10.15 and $11.31 per share.124 Centerview assesses the MCC scenario at between $9.54 and $15.50 per share.125 It is straightforward to translate these share prices into spectrum prices per MHz pop based on financial information from Clearwires 10-K.126
According to the consolidated balance sheet on December 31, 2012, Clearwire had $193 million of cash, $3.4 billion of non-spectrum assets, and $4.3 billion of net long-term debt.127 Clearwire had approximately 1.4 billion of total weighted average shares of Class A Common Stock outstanding (diluted).128 Based on these values, we calculate enterprise value and corresponding price per MHz pop of spectrum for several equity share values in Table 5 below.
As can be seen in Table 5, the Sprint offer corresponds to a spectrum price of $0.11 per MHz pop, and the DISH offer of $3.30 per share corresponds to a spectrum price of $0.12 per MHz pop. The Evercore Clearwire price range of $10.15 to $11.31 corresponds to spectrum prices between $0.33 and $0.37 per MHz pop. The Centerview Clearwire equity price range of $9.54 to $15.50 corresponds to spectrum price ranges between $0.31 and $0.50 per MHz pop. The Clearwire CFO estimates of spectrum values between $0.25 and $1.25 correspond to an equity price range of $7.57 to $39.65. If the transactions for impaired spectrum are considered to be a lower bound, they suggest an equity price range between $6.29 and $15.59, remarkably similar to the ranges presented by Evercore and Centerview. All of these values are substantially above the $2.97 share price offered by Sprint, indicating that Sprints offer dramatically undercompensates Clearwires shareholders for the value of Clearwires spectrum and, relatedly, the value of Clearwires TDD-LTE technology strategy.
124 | Evercore 12/12/12 Board Presentation, p. 15. |
125 | Centerview Canine 12/16/12 Report, p. 6. |
126 | Clearwire 2012 10-K. |
127 | Id., p. 79. |
128 | Id., p. 121. This figure does not include potentially dilutive effects of other share classes. Ycharts implicitly uses a value of 1.465 billion diluted shares to calculate market capitalization and enterprise value. We use the same value. |
ANALYSIS GROUP 32
Table 5: Correspondence between Share Price and Spectrum Price129
Clearwire Share Price |
Enterprise ($ billions) |
Implicit Spectrum ($ billions) |
Spectrum Price Per MHz Pop |
|||||||||||||
Sprint Offer |
$ | 2.97 | $ | 8.4 | $ | 5.0 | $ | 0.11 | ||||||||
Clearwire Stock Price, 12/31/2012 |
$ | 2.89 | $ | 8.3 | $ | 4.9 | $ | 0.10 | ||||||||
DISH Offer |
$ | 3.30 | $ | 8.9 | $ | 5.5 | $ | 0.12 | ||||||||
Evercore Range of Equity Values |
$ | 10.15 | $ | 19.0 | $ | 15.5 | $ | 0.33 | ||||||||
under MCC Scenario |
$ | 11.31 | $ | 20.7 | $ | 17.2 | $ | 0.37 | ||||||||
Centerview Range of Equity Values |
$ | 9.54 | $ | 18.1 | $ | 14.6 | $ | 0.31 | ||||||||
under MCC Scenario |
$ | 15.50 | $ | 26.8 | $ | 23.4 | $ | 0.50 | ||||||||
Clearwire Managements Range |
$ | 7.57 | $ | 15.2 | $ | 11.8 | $ | 0.25 | ||||||||
of Spectrum Values |
$ | 39.65 | $ | 62.2 | $ | 58.8 | $ | 1.25 | ||||||||
Range of Equity Values Based on |
$ | 6.29 | $ | 13.3 | $ | 9.9 | $ | 0.21 | ||||||||
Impaired Spectrum Transactions |
$ | 15.59 | $ | 26.9 | $ | 23.5 | $ | 0.50 | ||||||||
Equity Value Based on Lower Bound of Unimpaired Spectrum Transactions |
$ | 17.19 | $ | 29.3 | $ | 25.9 | $ | 0.55 |
129 | Sprint Press Release, Sprint to Acquire 100 Percent Ownership of Clearwire for $2.97 per Share. December 17, 2012; http://finance.yahoo.com/q/hp?s=CLWR&a=11&b=27&c=2012&d=11&e=31&f=2012&g=d, accessed on February 27, 2013; Reuters, Dish Network Offers to Buy Clearwire for $3.30 Per Share, January 28, 2013; Evercore 12/12/12 Board Presentation, p. 15; Centerview Canine 12/16/12 Report, p. 6; http://files.shareholder.com/downloads/CLWR/2239836835x0x466836/a24f1857-733d-484e-aaf4-65d08b7490a6/CLWR_Investor_Presentation_May_2011.pdf, accessed on March 1, 2013, slide 5; http://files.shareholder.com/downloads/CLWR/2239836835x0x546515/e25c9414-1c46-4fe7-abbe-c2769d335496/2012%2002%2028%20DB_Hope.pdf, accessed on March 1, 2013, slide 3; FCC IB Docket No. 08-184, see Attachment 1; Harbinger Business Model; Dan Meyer, Harbinger Completes Acquisition of SkyTerra, RCR Wireless, March 30, 2010; Frank Rayal, Setting a Value on the 2.3 Ghz WCS Band, August 5, 2012. |
ANALYSIS GROUP 33
V. | Sprints $2.97 offer for Clearwire does not compensate Clearwires shareholders for the value attributable to the MCC scenario or for the value of Clearwires spectrum holdings |
As described above, the analyses presented to the Clearwire boards Special Committee by Centerview and Evercore were based on two scenarios: a relatively unprofitable one with a single customer (SCC), and relatively profitable one with multiple customers (MCC). Sprints $2.97 offer for Clearwire does not adequately compensate Clearwires shareholders for the potential profitability of Clearwires TDD-LTE strategy or for the value of Clearwires spectrum holdings. As discussed in Sections III and IV, current technology and wireless demand trends suggest an important role for Clearwires MCC strategy with TDD-LTE technology and for Clearwires unparalleled spectrum holdings. Sprints $2.97 offer price substantially undervalues both of these opportunities.
Furthermore, Clearwire does not need complete Sprint ownership in order to pursue the MCC scenario with TDD-LTE technology. The MCC business case envisions Clearwire providing new TDD-LTE services to multiple wholesale customers. The MCC business model was not a product of the Sprint offer. Rather, since at least 2008, Clearwire has been pursuing a business model of selling 4G servicesincluding the earliest 4G service, WiMAXto multiple affiliates and wholesale customers, not just through Sprint. As Clearwire explained in its 2008 Form 10-K, As a result of our entering into a 4G MVNO Agreement with affiliates of Sprint, Comcast, Time Warner Cable and Bright House, which we refer to as the 4G MVNO Agreement, , we expect a portion of our revenues to be derived from our arrangements with our strategic partners, including Sprint and the Investors.130 Clearwire was not only interested in wholesale arrangements through its investors but also through unrelated third parties: To reach potential subscribers, we plan to offer our services through multiple sales channels, including wholesale arrangements with third parties, including our strategic partners.131
By 2012, Clearwire maintained the same business model, but wholesale distribution was primarily to Sprint. As Clearwires 2012 Form 10-K noted:
In our current 4G mobile broadband markets in the United States, we offer our services through retail channels and through our wholesale partners. Sprint accounts for substantially all of our wholesale sales to date, and currently has wholesale subscribers in each of our 4G markets. We ended 2012 with approximately 1.4 million retail and 8.2 million wholesale subscribers.132
130 | Clearwire, Form 10-K for calendar year ending December 31, 2008, filed March 26, 2009, p. 6. |
131 | Id., p. 7 |
132 | Clearwire 2012 10-K, p. 2. |
ANALYSIS GROUP 34
This outcome, with Sprint as the primary if not sole wholesale buyer of Clearwire services, is remarkably similar to the unprofitable SCC business case developed by Clearwire management and assessed by Evercore and Centerview.
In its latest Form 10-K, Clearwire clearly states that its current business model, independent of the Sprint acquisition, is similar to the MCC scenario:
We believe that, as the demand for mobile broadband services continues its rapid growth, Sprint and other service providers will find it difficult, if not impossible, to satisfy their customers demands with their existing spectrum holdings. By deploying LTE, we believe that we should be able to take advantage of our leading spectrum position to offer substantial additional data capacity to Sprint and other existing and future mobile broadband service providers for resale to their customers on a cost effective basis.133
Despite pursuing the MCC business model, Clearwire appears to have had difficulty moving from a single customer to multiple customers:
To date, while we have had a number of conversations with potential new wholesale partners about commercial agreements, we have not yet been successful in securing commitments from new partners that will meet our needs. However, we continue to pursue agreements with parties that have expressed interest.134
In none of its annual reports, nor in any other Clearwire documents that we have reviewed, does Clearwire predicate the success of the business model to sell to multiple wholesale customers on ownership of Clearwire completely by another company, much less by Sprint in particular. Indeed, nothing in the 2012 Form 10-K, which discusses the proposed Sprint acquisition in some detail, suggests that complete Sprint ownership (or Softbank-Sprint ownership in the event Softbanks acquisition of Sprint is approved) will facilitate the acquisition of additional wholesale customers in a manner similar to the MCC scenario.135
133 | Id., p. 3. |
134 | Id., p. 3. |
135 | In fact, Sprints acquisition of Clearwire is contingent on the approval of Softbanks acquisition of Sprint. |
ANALYSIS GROUP 35
To date, Clearwire has not managed to develop a vibrant wholesale service outside of Sprint, but that does not mean that it cannot or will not succeed in doing so in the future. In Section III, we described the TDD-LTE technology that Clearwire is deploying, and we explained why the wholesale model is more likely to succeed with TDD-LTE than with WiMAX technology. Unlike prior wireless technologies that can most efficiently be used on a stand-alone basis, the new TDD-LTE technology can be most efficiently used in combination with FDD-LTE, both to provide hybrid services and to enable carrier aggregation. Clearwire is particularly well-positioned to provide both hybrid LTE services as well as carrier aggregation on a wholesale basis for a variety of reasons including:
| Clearwire is the only U.S. carrier currently deploying TDD-LTE technology; |
| Clearwire is the only U.S. carrier with sufficient spectrum to offer carrier aggregation services. |
If a Clearwire acquisition makes sense for Sprint, it should make even more sense for an independent third party. Sprint (or Softbank-Sprint) ownership provides no special benefit for the MCC business plan.
VI. | Conclusion |
Clearwire announced board approval of the acquisition of Clearwire by Sprint at a share price of $2.97 on December 17, 2012. Clearwire subsequently disclosed that two financial advisory firms, Centerview and Evercore, in the weeks prior to the board decision, presented to the board and its Special Committee evaluations of strategic options for Clearwire that included the MCC scenario. The MCC scenario is entirely consistent with new TDD-LTE technologies that are being widely adopted around the world in order to achieve the highest-speed wireless services. Under reasonable WACC and perpetuity growth rate assumptions found in investment analyst reports for Clearwire, Evercores long-term valuation of the MCC scenario is between $10.15 and $11.31 per share. Centerviews long-term valuation of the MCC scenario is between $9.54 and $15.50 per share. These values are more than three times greater than Sprints offer. It is not clear from the disclosed presentations why the Clearwire board accepted the Sprint offer rather than pursing the MCC scenario.
The Sprint offer of $2.97 per share corresponds to a spectrum price of approximately $0.11 per MHz pop, not the $0.21 per MHz pop asserted by Sprint. A price of $0.11 per MHz pop is well below recent spectrum transactions, even for impaired spectrum. Evercores valuation of the MCC scenario under reasonable assumptions corresponds to a price of $0.33 to $0.37 per MHz pop, and
ANALYSIS GROUP 36
Centerviews valuation of the MCC scenario corresponds to a price of $0.31 to $0.50 per MHz pop. These values are consistent with values implied by recent transactions for impaired spectrum. These values are also consistent with the lower end of the range of spectrum values presented to the public by Clearwire executives. Sprints offer therefore fails to adequately compensate Clearwires shareholders for the value of Clearwires spectrum and, relatedly, the value of Clearwires TDD-LTE technology strategy.
ANALYSIS GROUP 37
Appendix A
-CONFIDENTIAL-
Management Plan Overview
Financial Summary
2011A | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | 2018E | 2019E | 2020E | 12 -20 CAGR |
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MCC |
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Revenue |
$ | 1,253 | $ | 1,262 | $ | 1,207 | $ | 1,082 | $ | 2,351 | $ | 3,905 | $ | 5,098 | $ | 6,145 | $ | 7,141 | $ | 7,447 | 24.8 | % | ||||||||||||||||||||||
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Adjusted EBITDA(1) |
($ | 305 | ) | ($ | 168 | ) | ($ | 280 | ) | ($ | 482 | ) | $ | 748 | $ | 2,275 | $ | 3,696 | $ | 4,871 | $ | 5,763 | $ | 5,940 | NM | |||||||||||||||||||
% Margin |
-24.3 | % | -13.3 | % | -23.2 | % | -44.5 | % | 31. 8 | % | 58.3 | % | 72.5 | % | 79.3 | % | 80.7 | % | 79.8 | % | ||||||||||||||||||||||||
Capital Expenditures |
(220 | ) | (157 | ) | (327 | ) | (294 | ) | (235 | ) | (390 | ) | (510 | ) | (614 | ) | (714 | ) | (745 | ) | 21.5 | % | ||||||||||||||||||||||
Interest Expense |
(477 | ) | (514 | ) | (512 | ) | (511 | ) | (511 | ) | (510 | ) | (510 | ) | (510 | ) | (510 | ) | (510 | ) | -0.1 | % | ||||||||||||||||||||||
Free Cash Flow |
(1,368 | ) | (624 | ) | (1,113 | ) | (1,269 | ) | (389 | ) | 1,200 | 2,524 | 2,184 | 2,600 | 2,768 | NM | ||||||||||||||||||||||||||||
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Cash Balance / (Deficit) |
$ | 1,108 | $ | 828 | ($ | 350 | ) | ($ | 1,654 | ) | ($ | 2,075 | ) | ($ | 898 | ) | $ | 1,596 | $ | 3,743 | $ | 6,306 | $ | 9,036 | ||||||||||||||||||||
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Revenue |
$ | 1,253 | $ | 1,262 | $ | 1,191 | $ | 839 | $ | 1,211 | $ | 1,714 | $ | 2,101 | $ | 2,434 | $ | 2,749 | $ | 2,904 | 11.0 | % | ||||||||||||||||||||||
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Adjusted EBITDA(1) |
($ | 305 | ) | ($ | 168 | ) | ($ | 267 | ) | ($ | 717 | ) | ($ | 387 | ) | $ | 106 | $ | 745 | $ | 1,287 | $ | 1,554 | $ | 1,640 | NM | ||||||||||||||||||
% Margin |
-24.3 | % | -13.3 | % | -22.4 | % | -85.4 | % | -32.0 | % | 6.2 | % | 35.5 | % | 52.9 | % | 56.5 | % | 56.5 | % | ||||||||||||||||||||||||
Capital Expenditures |
(220 | ) | (157 | ) | (293 | ) | (317 | ) | (154 | ) | (171 | ) | (238 | ) | (243 | ) | (279 | ) | (298 | ) | 8.4 | % | ||||||||||||||||||||||
Interest Expense |
(477 | ) | (514 | ) | (512 | ) | (511 | ) | (511 | ) | (510 | ) | (510 | ) | (510 | ) | (510 | ) | (510 | ) | -0.1 | % | ||||||||||||||||||||||
Free Cash Flow |
(1,368 | ) | (624 | ) | (1,065 | ) | (1,545 | ) | (1,267 | ) | (641 | ) | (57 | ) | 487 | 725 | 812 | NM | ||||||||||||||||||||||||||
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Cash Balance / (Deficit) |
$ | 1,108 | $ | 828 | ($ | 301 | ) | ($ | 1,882 | ) | ($ | 3,181 | ) | ($ | 3,845 | ) | ($ | 3,932 | ) | ($ | 3,481 | ) | ($ | 2,794 | ) | ($ | 2,021 | ) | ||||||||||||||||
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Indicates Maximum Funding Gap |
Source: Financial projections per Collie management. Note: U.S. dollars in millions. (1) Adjusted EBITDA excludes non-cash charges per Collie management calculation. |
CENTER | VIEW PARTNERS | 21 |
ANALYSIS GROUP 38
Appendix B
Investment Analysts Weighted Average Cost of Capital (WACC) and Perpetuity Growth Rate Estimates
Analyst | Date | WACC | Perpetuity Growth Rate | |||||||
JP Morgan |
2/13/2013 | 10.5 | % | 4.0 | % | |||||
Macquarie |
2/12/2013 | 14.6 | % | 3.0 | % | |||||
Morgan Stanley |
2/11/2013 | 13.0 | % | 4.0 | % | |||||
Morningstar |
12/17/2012 | 12.1 | % | N/A | ||||||
Wells Fargo |
4/27/2012 | 11.5 | % | 7.0 | % | |||||
Macquarie |
3/14/2012 | 14.3 | % | 3.0 | % | |||||
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Average |
12.7 | % | 4.2 | % |
Sources:
[1] | JP Morgan, Clearwire, February 13, 2013, p. 4. |
[2] | Macquarie, Clearwire - Uneventful Q4 report and earnings call; focus remains on Sprint, February 12, 2013, p. 1. |
[3] | Morgan Stanley, Clearwire Corporation - Why is Clearwire Trading Above Sprint & DISH Offers?, February 11, 2013, p. 6. |
[4] | Morningstar, DISH Gets FCC Spectrum Approval as Sprint-Clearwire Rumors Reheat, December 17, 2012, p. 14. |
[5] | Wells Fargo, Clearwire Corp., April 27, 2012, p. 1 |
[6] | Macquarie, Clearwire - Raising TP to $3 on higher EBITDA in 2013 and beyond, March 14, 2012, p. 1. |
ANALYSIS GROUP 39
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