0001193125-13-151153.txt : 20130411 0001193125-13-151153.hdr.sgml : 20130411 20130411170258 ACCESSION NUMBER: 0001193125-13-151153 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130411 DATE AS OF CHANGE: 20130411 GROUP MEMBERS: CREST INVESTMENT CO GROUP MEMBERS: CREST SWITZERLAND LLC GROUP MEMBERS: DARIA DANIEL 2003 TRUST GROUP MEMBERS: DTN INVESTMENTS, LLC GROUP MEMBERS: DTN LNG, LLC GROUP MEMBERS: ERIC E. STOERR GROUP MEMBERS: HALIM DANIEL GROUP MEMBERS: HALIM DANIEL 2012 TRUST GROUP MEMBERS: JAMAL & RANIA DANIEL REVOCABLE TRUST GROUP MEMBERS: JAMAL DANIEL GROUP MEMBERS: JOHN M. HOWLAND GROUP MEMBERS: MICHAEL WHEATON GROUP MEMBERS: NAIA DANIEL 2003 TRUST GROUP MEMBERS: RANIA DANIEL GROUP MEMBERS: THALIA DANIEL 2003 TRUST GROUP MEMBERS: UNITEG HOLDING SA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Clearwire Corp /DE CENTRAL INDEX KEY: 0001442505 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84306 FILM NUMBER: 13756766 BUSINESS ADDRESS: STREET 1: 1475 120TH AVE NE CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: 425-216-7600 MAIL ADDRESS: STREET 1: 1475 120TH AVE NE CITY: BELLEVUE STATE: WA ZIP: 98005 FORMER COMPANY: FORMER CONFORMED NAME: New Clearwire CORP DATE OF NAME CHANGE: 20080811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Crest Financial Ltd CENTRAL INDEX KEY: 0001551190 IRS NUMBER: 760575218 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JP MORGAN CHASE TOWER, 600 TRAVIS STREET 2: SUITE 6800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 222 6900 MAIL ADDRESS: STREET 1: JP MORGAN CHASE TOWER, 600 TRAVIS STREET 2: SUITE 6800 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 d519002dsc13da.htm SC 13D/A SC 13D/A

 

 

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. 7)*

 

 

Clearwire Corporation

(Name of Issuer)

 

 

Class A Common Stock

(Title of Class of Securities)

18538Q105

(CUSIP Number)

David K. Schumacher

General Counsel

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

April 10, 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 person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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

 

 

 

(Continued on following pages)


  1   

Names of Reporting Persons

 

Crest Financial Limited

  2  

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

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

WC, SC

  5  

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

 

  6  

Citizenship or Place of Organization

 

Texas

Number of Shares Beneficially Owned by Each Reporting Person With

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

36,183,649

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

36,183,649

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

36,183,649

12  

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

 

13  

Percent of Class Represented by Amount in Row (11)

 

5.18%(1)

14  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based on the Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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)

 

5.18%(1)

14  

Type of Reporting Person (See Instructions)

 

CO

 

(1) Based on the Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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)

 

5.18%(1)

14  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based on the Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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)

 

5.18%(1)

14  

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based on the Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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)

 

5.18%(1)

14  

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based on the Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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)

 

1.38%(1)

14  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based on the Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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)

 

1.46%(1)

14  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based on the Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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 Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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 Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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 Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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)

 

1.46%(1)

14  

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based on the Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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 Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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)

 

1.58%(1)

14  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based on the Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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)

 

1.61%(1)

14  

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based on the Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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)

 

1.58%(1)

14  

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based on the Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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 Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 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 Issuer’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on March 29, 2013, there were 699,171,925 shares of Class A common stock outstanding as of March 22, 2013.


This Amendment No. 7 (this “Amendment”) amends and supplements 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”) and Crest Switzerland, LLC (“Crest Switzerland” and, together with CFL, CIC, the Jamal and Rania Daniel Trust, Mr. Jamal Daniel, Mrs. 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 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”), Amendment No. 2 filed on December 18, 2012 (“Amendment No. 2”), Amendment No. 3 filed on March 13, 2013 (“Amendment No. 3”), Amendment No. 4 filed on March 20, 2013 (“Amendment No. 4”), Amendment No. 5 filed on April 4, 2013 (“Amendment No. 5”) and Amendment No. 6 filed on April 9, 2013 (“Amendment No. 6”).

 

Item 2. Identity and Background

Items 2(c) and (f) of the Schedule 13D are hereby amended and restated in their entirety as follows:

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 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 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 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.

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.

 

Item 4. Purpose of Transaction.

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

On April 10, 2013, CFL and CIC (collectively, the “Participants”) filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and accompanying proxy card relating to Participants’ intention to solicit proxies from the stockholders of the Issuer in connection with a special meeting of such stockholders to be held to vote upon the proposed transaction between the Issuer and Sprint-Nextel Corporation (the “Preliminary Proxy Statement”) and issued a press release relating thereto (the “Press Release”), a copy of which is attached hereto as Exhibit 2 and is incorporated herein by reference.

Item 4 of the Schedule 13D is hereby amended and supplemented by replacing the tenth paragraph thereof (counting the above paragraph) with the following paragraph:

THE PRELIMINARY PROXY STATEMENT IS AVAILABLE AT NO CHARGE ON THE WEBSITE OF THE PARTICIPANTS’ PROXY SOLICITOR AT HTTP://WWW.DFKING.COM/CLWR AND ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. THE PARTICIPANTS INTEND TO FILE WITH THE SEC A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD IN CONNECTION WITH SUCH PROXY SOLICITATION. WHEN COMPLETED, ANY SUCH DEFINITIVE PROXY STATEMENT AND PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE STOCKHOLDERS OF THE ISSUER AND WILL, ALONG WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE ON THE WEBSITE OF THE PARTICIPANTS’ PROXY SOLICITOR AT HTTP://WWW.DFKING.COM/CLWR AND ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD (WHEN AVAILABLE) AT NO CHARGE UPON REQUEST. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT. STOCKHOLDERS OF THE ISSUER ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT, WHICH IS AVAILABLE NOW, AND ANY DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS IN ANY SUCH SOLICITATION.

 

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

Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Other than Asset Purchase Agreement as described in Item 3 hereof (which has been fully performed by the parties thereto in 2004), the Joint Filing Agreement attached hereto as Exhibit 1, the Press Release attached hereto as Exhibit 2, the Press Release attached to Amendment No. 6 as Exhibit 2, the FCC Letter attached to Amendment No. 6 as Exhibit 3, the Letter to the Board attached to Amendment No. 5 as Exhibit 2, the April 3 Press Release attached to Amendment No. 5 as Exhibit 3, the Demand Letter attached to Amendment No. 4 as Exhibit 2, the March 20 Press Release attached to Amendment No. 4 as Exhibit 3, the March 12 Press Release attached to Amendment No. 3 as Exhibit 2, the FCC Letter attached to Amendment No. 3 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, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.


Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits:

 

Exhibit
Number

  

Exhibit Name

Exhibit 1    Joint Filing Agreement dated as of April 11, 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 and Crest Switzerland, LLC
Exhibit 2    Press Release by Crest Financial Limited dated as of April 10, 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: April 11, 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/ Luis Bosque
  Name: Luis Bosque
  Title: President

 

CREST SWITZERLAND LLC
by   /s/ Pamela E. Powers
  Name: Pamela E. Powers
  Title: Manager


EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit Name

Exhibit 1    Joint Filing Agreement dated as of April 11, 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 and Crest Switzerland, LLC
Exhibit 2    Press Release by Crest Financial Limited dated as of April 10, 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.

 

Crest Financial Limited   

Name

  

Present Position

Jamal Daniel    President
Pamela E. Powers    Executive Vice President, Secretary and Treasurer
David K. Schumacher    General Counsel
Crest Investment Company   

Name

  

Present Position

Jamal Daniel    Sole Director and President
Pamela E. Powers    Executive Vice President, CFO and Treasurer
Eric E. Stoerr    Senior Vice President of Energy
Michelle Upton    Vice President
Marie Vajdak    Secretary
DNT LNG, LLC   

Name

  

Present Position

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

Name

  

Present Position

Pamela E. Powers    Manager, President, Secretary and Treasurer
Crest Switzerland LLC   

Name

  

Present Position

Pamela E. Powers    Manager, Executive Vice President, Secretary and Treasurer
John Howland    President
Uniteg Holding SA   

Name

  

Present Position

Luis Bosque    President
EX-99.1 2 d519002dex991.htm EX-99.1 EX-99.1

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 11th day of April, 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/ Luis Bosque

 

Name: Luis Bosque

  Title: President

 

CREST SWITZERLAND LLC
by   /s/ Pamela E. Powers
  Name: Pamela E. Powers
  Title: Manager
EX-99.2 3 d519002dex992.htm EX-99.2 EX-99.2

Exhibit 2

FOR IMMEDIATE RELEASE:

CONTACT:     Jeffrey Birnbaum, (202)661-6367, JBirnbaum@BGRPR.com

Crest Files Proxy Statement to Oppose Sprint-Clearwire Merger

HOUSTON, April 10, 2013 – Crest Financial Limited, the largest minority shareholder of Clearwire Corporation (NASDAQ: CLWR), today filed a preliminary proxy statement that, when cleared by the Securities and Exchange Commission, will be used to urge Clearwire stockholders to reject the proposed merger with Sprint Nextel Corporation.

In the preliminary proxy statement, Crest reiterates that it opposes the Sprint-Clearwire merger because it believes that “it would be better for Clearwire to remain a stand-alone company” because the Sprint offer of $2.97 in cash per share is inadequate – based on several measures – and was devised in a way that unfairly disadvantages minority stockholders.

“A vote ‘AGAINST’ each of the Clearwire Special Meeting Proposals would send a firm message to the Clearwire Board and Sprint that Clearwire must pursue a business strategy that creates value for all Clearwire stockholders – not just Sprint,” the preliminary proxy statement says.

Crest has hired the proxy-solicitation firm D. F. King & Co., Inc. to help it oppose the proposed Sprint-Clearwire merger . Crest has also filed a lawsuit in Delaware against Sprint, Clearwire and the directors of Clearwire because Crest believes that the defendants breached their fiduciary duties by scheming to extract value from Clearwire at the expense of the minority stockholders. In addition, Crest has petitioned the Federal Communications Commission in Washington, D.C., to stop the proposed Softbank-Sprint and Sprint-Clearwire mergers because they would treat minority stockholders of Clearwire unfairly and the mergers would not be in the public’s best interest.

“The filing of Crest’s proxy statement is the next step in our ongoing effort to block Sprint’s unfair merger offer and we are optimistic that we can do so,” said David Schumacher, general counsel of Crest. “We look forward to the SEC clearing our preliminary proxy statement so that we can begin educating Clearwire shareholders in earnest about the disadvantages of the Sprint offer and the alternative future for Clearwire and its valuable trove of wireless spectrum.”

The preliminary proxy statement can be found at http://www.dfking.com/clwr.

# # #

About Crest Financial Limited

Crest Financial Limited is a limited partnership under the laws of the State of Texas. Its principal business is investing in securities.


Important Legal Information

On April 10, 2013, Crest Financial Limited and Crest Investment Company (collectively, the “Participants”) filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and accompanying proxy card relating to Participants’ intention to solicit proxies from the stockholders of Clearwire Corporation (“Clearwire”) in connection with a special meeting of such stockholders to be held to vote upon the proposed transaction between Clearwire and Sprint-Nextel Corporation (the “Preliminary Proxy Statement”). The Preliminary Proxy Statement is available at no charge on the website of the Participant’s proxy solicitor at http://www.dfking.com/clwr and on the SEC’s website at http://www.sec.gov. The Participants intend to file with the SEC a definitive proxy statement and accompanying proxy card in connection with such proxy solicitation. When completed, any such definitive proxy statement and proxy card will be furnished to some or all of the stockholders of Clearwire and will, along with other relevant documents, be available at no charge on the website of the Participant’s proxy solicitor at http://www.dfking.com/clwr and on the SEC’s web site at http://www.sec.gov. In addition, the Participants will provide copies of the definitive proxy statement and accompanying proxy card (when available) at no charge upon request. Information relating to the Participants in such proxy solicitation is contained in the Preliminary Proxy Statement. STOCKHOLDERS OF CLEARWIRE ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT, WHICH IS AVAILABLE NOW, AND ANY DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS IN ANY SUCH SOLICITATION.

Forward-looking Statements

Certain statements contained herein are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “should,” “may,” “will,” believes,” “continue,” “strategy,” “position” or the negative of those terms or other variations of them or by comparable terminology.

SOURCE:     Crest Financial Limited