0001193125-13-204700.txt : 20130507 0001193125-13-204700.hdr.sgml : 20130507 20130507170315 ACCESSION NUMBER: 0001193125-13-204700 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20130507 DATE AS OF CHANGE: 20130507 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: 13821118 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. 10)*

 

 

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

May 6, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 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 Definitive Proxy Statement on Schedule 14A filed on April 23, 2013, there were 699,171,925 shares of Class A common stock outstanding as of April 2, 2013.


This Amendment No. 10 (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”), Amendment No. 6 filed on April 9, 2013 (“Amendment No. 6”), Amendment No. 7 filed on April 11, 2013 (“Amendment No. 7”), Amendment No. 8 filed on April 23, 2013 (“Amendment No. 8”) and Amendment No. 9 filed on April 25, 2013.

 

Item 4. Purpose of Transaction.

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

On May 3, 2013, CFL and CIC (collectively, the “Participants”) filed with the Securities and Exchange Commission (the “SEC”) a definitive 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. On May 6, 2013, CFL issued a press release relating to the filing of the definitive proxy statement, a copy of which is attached hereto as Exhibit 2 and is incorporated herein by reference. The definitive proxy statement, which includes a cover letter (the “Letter to Stockholders”), and accompanying proxy card were mailed to the stockholders of the Issuer on or about May 6, 2013. A copy of the Letter to Stockholders is attached hereto as Exhibit 3 and is incorporated herein by reference.

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

The definitive proxy statement was mailed to the stockholders of the Issuer on or about May 6, 2013. SECURITYHOLDERS OF THE ISSUER ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, WHICH IS AVAILABLE NOW, AND THE PARTICIPANTS’ OTHER PROXY MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS, THE ISSUER AND THE PROPOSED SPRINT MERGER. The definitive proxy statement and all other proxy materials filed with the SEC are available at no charge on the SEC’s website at http://www.sec.gov. In addition, the definitive proxy statement is also available at no charge on the website of the Participants’ proxy solicitor at http://www.dfking.com/clwr.

 

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 to Amendment hereto as Exhibit 1, the Press Release attached hereto as Exhibit 2, the Letter to Stockholders attached hereto as Exhibit 3, the Power of Attorney for the Daria Daniel Trust attached hereto as Exhibit 4, the Power of Attorney for the Thalia Daniel Trust attached hereto as Exhibit 5, the Power of Attorney for the Naia Daniel Trust attached hereto as Exhibit 6, the Power of Attorney for John M. Howland attached hereto as Exhibit 7, the Press Release attached to Amendment No. 9 as Exhibit 2, the Power of Attorney for the Jamal and Rania Daniel Trust attached to Amendment No. 9 as Exhibit 3, the Power of Attorney for Jamal Daniel attached to Amendment No. 9 as Exhibit 4, the Power of Attorney for Rania Daniel attached to Amendment No. 9 as Exhibit 5, the Power of Attorney for Eric E. Stoerr attached to Amendment No. 9 as Exhibit 6, the Power of Attorney for the Halim Daniel Trust attached to Amendment No. 9 as Exhibit 7, the Power of Attorney for Halim Daniel attached to Amendment No. 9 as Exhibit 8, the Power of Attorney for Michael Wheaton attached to Amendment No. 9 as Exhibit 9, the Power of Attorney for Uniteg attached to Amendment No. 9 as Exhibit 10, the Board Letter attached to Amendment No. 8 as Exhibit 2, the April 23 Press Release attached to Amendment No. 8 as Exhibit 3, the April 22 Press Release attached to Amendment No. 8 as Exhibit 4, the FCC Letter attached to Amendment No. 8 as Exhibit 5, the Press Release attached to Amendment No. 7 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 May 7, 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 May 6, 2013
Exhibit 3   

Letter by Crest Financial Limited to the stockholders of Clearwire Corporation mailed on or about May 6, 2013

Exhibit 4   

Power of Attorney for the Daria Daniel 2003 Trust dated as of April 26, 2013

Exhibit 5   

Power of Attorney for the Thalia Daniel 2003 Trust dated as of April 26, 2013

Exhibit 6   

Power of Attorney for the Naia Daniel 2003 Trust dated as of April 26, 2013

Exhibit 7   

Power of Attorney for John M. Howland dated as of April 26, 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: May 7, 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/ Pamela E. Powers
  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

JAMAL DANIEL
by   /s/ Pamela E. Powers
  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

RANIA DANIEL
by   /s/ Pamela E. Powers
  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

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 2003 TRUST
by   /s/ Pamela E. Powers
  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

THALIA DANIEL 2003 TRUST
by   /s/ Pamela E. Powers
  Name: Pamela E. Powers
  Title: Attorney-in-fact


NAIA DANIEL 2003 TRUST
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact
JOHN M. HOWLAND
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact
ERIC E. STOERR
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact
HALIM DANIEL 2012 TRUST
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact
HALIM DANIEL
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact
MICHAEL WHEATON
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact
UNITEG HOLDING SA
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact
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 May 7, 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 May 6, 2013
Exhibit 3   

Letter by Crest Financial Limited to the stockholders of Clearwire Corporation mailed on or about May 6, 2013

Exhibit 4   

Power of Attorney for the Daria Daniel 2003 Trust dated as of April 26, 2013

Exhibit 5   

Power of Attorney for the Thalia Daniel 2003 Trust dated as of April 26, 2013

Exhibit 6   

Power of Attorney for the Naia Daniel 2003 Trust dated as of April 26, 2013

Exhibit 7   

Power of Attorney for John M. Howland dated as of April 26, 2013

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 7th day of May, 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/ Pamela E. Powers
  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

JAMAL DANIEL

by   /s/ Pamela E. Powers
  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

RANIA DANIEL

by   /s/ Pamela E. Powers
  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

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 2003 TRUST

by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact


THALIA DANIEL 2003 TRUST

by   /s/ Pamela E. Powers
  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

NAIA DANIEL 2003 TRUST
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

JOHN M. HOWLAND
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

ERIC E. STOERR
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

HALIM DANIEL 2012 TRUST
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

HALIM DANIEL
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

MICHAEL WHEATON
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

UNITEG HOLDING SA
by  

/s/ Pamela E. Powers

  Name: Pamela E. Powers
  Title: Attorney-in-fact

 

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 Financial Names John Quinn to Lead Trial, Mails Proxies to Block Sprint-Clearwire Merger

Urges Holders to Vote AGAINST the Proposed Merger by Voting the GOLD Proxy Card

HOUSTON, May 6, 2013—Crest Financial Limited, the largest minority stockholder of Clearwire Corporation (NASDAQ: CLWR) with an ownership of 8.25% of the Class A common stock of Clearwire, today formally began its campaign to persuade Clearwire stockholders to reject the proposed merger with Sprint Nextel Corporation by mailing its proxy statement to the Clearwire stockholders. The proxy statement was cleared by the Securities and Exchange Commission last Friday, Crest said.

Crest also announced that an experienced team of trial lawyers from Quinn Emanuel Urquhart & Sullivan LLP, the largest U.S. law firm devoted solely to business litigation, will prosecute Crest’s claims against Sprint and Clearwire in Delaware’s Chancery Court. John B. Quinn, founder and managing partner of Quinn Emanuel, will personally lead the trial team. Quinn Emanuel litigates many of the biggest and most noteworthy business cases in the U.S., with a 90 percent winning record.

“As the controlling stockholders of Clearwire, Sprint owes fiduciary duties—duties of loyalty and trust—which require it to protect the interests of the company’s minority stockholders,” John Quinn said. “But instead of acting consistent with those duties, Sprint is thumbing its nose at the other stockholders and seeking to force a sale of Clearwire at a grossly inadequate price. Clearwire directors are doing Sprint’s bidding.”

Quinn, the lead trial lawyer for Crest, added: “We expect that litigation will result in a very substantial appraisal award or damage remedy to redress the breaches of fiduciary duty by both Sprint and the Clearwire directors.”

Crest opposes the Sprint-Clearwire merger because it believes that the Sprint offer of $2.97 in cash per Clearwire share is grossly inadequate, that the merger was structured in a way that unfairly disadvantages minority stockholders, and that Clearwire would be better off if it remained a stand-alone company.

“We are optimistic that the Clearwire stockholders will agree with us that the Sprint offer is unfair and block the Sprint-Clearwire merger,” said David K. Schumacher, general counsel of Crest. “Just last Friday, four other large minority stockholders owning 18.2% of Clearwire’s Class A common stock announced their agreement to oppose the Sprint-Clearwire merger. The immense value of the wireless spectrum owned by Clearwire should benefit all Clearwire stockholders and should not be handed over on the cheap to Sprint, its controller.”


Schumacher added, “We will pursue all litigation avenues and all available remedies.”

Crest has 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 minority stockholders. Other stockholders, including Aurelius Capital Management, have also filed suit. Crest has also petitioned the Federal Communications Commission 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 interest.

“The battle for Clearwire has just begun,” Crest wrote to stockholders in its letter transmitting its proxy materials. “Clearwire’s choice is not between doing nothing and accepting a grossly inadequate Sprint deal. Rather, Clearwire’s own management has presented the most promising path to maximizing stockholder value—the MCC business plan, in which Clearwire would provide service to multiple wholesale customers in addition to Sprint. We believe that the necessary financing to enable Clearwire to pursue the MCC business plan is readily available.”

“Everyone involved in these interlocking proposals and transactions—SoftBank, Sprint, DISH, and other potential bidders—recognizes that the real prize is Clearwire and its spectrum assets. And yet the Clearwire Board of Directors has managed to negotiate a Merger Agreement that transfers all value and leverage to Sprint instead of preserving them for all Clearwire stockholders,” Crest’s letter states. “Only a vote ‘AGAINST’ the Sprint-Clearwire Merger will send a firm message to the Clearwire Board of Directors and Sprint that they owe fiduciary duties to all Clearwire stockholders—not just to Sprint.”

D.F. King & Co, Inc. has been retained by Crest to assist it in the solicitation of proxies in opposition to the merger. If stockholder have any questions or need assistance in voting the GOLD proxy card, please call D.F. King & Co. at (800) 949-2583. The proxy statement and cover letter can be found at http://www.dfking.com/clwr.

About Crest Financial Limited

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

Important Legal Information

In connection with the proposed merger of Clearwire with Sprint Nextel Corporation (the “Proposed Sprint Merger”), Crest and other persons (the “Participants”) have filed a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”). The definitive proxy statement will be mailed to the stockholders of Clearwire on or about May 6, 2013. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, WHICH IS AVAILABLE NOW, AND THE PARTICIPANTS’ OTHER PROXY MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS, CLEARWIRE AND THE PROPOSED SPRINT MERGER. The definitive proxy statement and all other proxy materials filed with the SEC are available at no charge on the SEC’s website at http://www.sec.gov. In addition, the definitive proxy statement is also available at no charge on the website of the Participants’ proxy solicitor at http://www.dfking.com/clwr.

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.

EX-99.3 4 d519002dex993.htm EX-99.3 EX-99.3

Exhibit 3

CREST FINANCIAL LIMITED

JPMorgan Chase Tower

600 Travis, Suite 6800

Houston, Texas 77002

May 6, 2013

Dear Fellow Clearwire Stockholders:

Crest Financial Limited (“Crest”), together with its affiliates and other related persons, owns approximately 8.25% of the outstanding Class A common stock of Clearwire Corporation (“Clearwire” or the “Company”) and is the largest independent stockholder of Clearwire.

We have been long-time investors in Clearwire. Our investment in Clearwire dates back to June 2004 when one of our affiliates sold spectrum assets to Clearwire in exchange for shares in the Company, of which Crest received approximately 1.4 million shares. Our belief in the potential of Clearwire is demonstrated by the substantial investment we have made in the Company.

Over the past several months a broad range of fellow Clearwire stockholders have spoken out against the proposed merger (the “Sprint-Clearwire Merger”) of Clearwire with Sprint Nextel Corporation (“Sprint”). Just last Friday, a group of stockholders with approximately 18.2% of the outstanding Class A common stock of Clearwire announced their agreement to oppose the Sprint-Clearwire Merger. Unlike the Clearwire Board of Directors, we have listened.

Today we are distributing definitive proxy materials in opposition to the Sprint-Clearwire Merger. Crest opposes the Sprint-Clearwire Merger because Crest believes that it would be better for Clearwire to remain a stand-alone company and pursue its long-stated business plan to exploit its valuable spectrum assets. These are our reasons:

The Merger Consideration is Grossly Inadequate

We believe that the merger consideration of $2.97 in cash per share being offered to Clearwire stockholders in the Sprint-Clearwire Merger significantly undervalues Clearwire and does not compensate fairly the stockholders:

 

   

The valuations of the financial advisors of the Clearwire Board of Directors and its Special Committee, Evercore and Centerview, suggested that the implied equity value of Clearwire could be significantly higher than the $2.97 offered by Sprint. Evercore and Centerview evaluated, among other things, Clearwire management’s multiple customer case (“MCC”), in which Clearwire would provide service to multiple wholesale customers in addition to Sprint. While other valuation techniques arrived at lower ranges, the discounted cash flow analyses based on the MCC resulted in implied equity value ranges of $4.14 to $11.30 (Evercore) and $3.45 to $15.50 per share (Centerview).

 

   

Crest’s belief that the merger consideration of $2.97 in cash per share is inadequate was confirmed by a study commissioned by Crest and prepared by former Federal Communications Commission (“FCC”) Commissioner Dr. Harold Furchtgott-Roth and the Analysis Group. As discussed in our enclosed proxy statement, Dr. Harold Furchtgott-Roth calculated a valuation of Clearwire between $9.54 and $15.50 per share.


   

In the past, Clearwire’s management has stated in public disclosures that the value of its spectrum assets is between $22 to $55 billion (2010 and 2011) or at least $11 billion to $35 billion (2012). As described in our enclosed proxy statement, Sprint’s $2.97 per share price implies a value of Clearwire’s spectrum assets of only $5 billion.

 

   

The pro forma valuations disclosed in Sprint’s proxy statement for its proposed transaction with SoftBank (the “SoftBank-Sprint Transaction”) support a valuation of Clearwire of up to $13.70 per share.

 

   

As of the date of this letter, the current market share price of Clearwire is significantly higher than $2.97 per share.

 

   

Finally, the battle for Clearwire has just begun. DISH Chairman Charlie Ergen stated on May 2, 2013 that his real objective in bidding for Sprint was to control Clearwire. According a Denver Business Journal report entitled Ergen: Quest For Clearwire Drove Dish To Top SoftBank’s Sprint Bid, DISH tried for months last year to reach a deal to gain access to Clearwire frequencies. Only after its efforts were rebuffed did DISH bid for Sprint. “It’s better for us to own Sprint, because then we control Clearwire,” Ergen said. While SoftBank has been less transparent, it conditioned its bid for Sprint on Sprint obtaining majority ownership of Clearwire and control of the Clearwire Board of Directors. Whether DISH or SoftBank ends up winning the battle for Sprint, the winner will pursue its real objective, which is control of Clearwire and its spectrum assets. We believe that only after the maneuverings of SoftBank, DISH, and Sprint are final will the Clearwire shareholders have a clearer picture of the near-term value of Clearwire’s spectrum.

There are Too Many Uncertainties

Even if the merger consideration of $2.97 in cash per share were not grossly inadequate, there are too many uncertainties for Clearwire’s stockholders to vote on the Sprint-Clearwire Merger on an informed basis:

 

   

There is no certainty that the Sprint-Clearwire Merger will be completed. This is because the successful closing of the transaction is contingent upon approval of the FCC, a process that is ongoing. In addition, Sprint’s obligation to consummate the Sprint-Clearwire Merger is conditioned on the successful closing of the SoftBank-Sprint Transaction or the closing of an alternative transaction, like the DISH offer. DISH’s recent proposal to acquire Sprint has created significant uncertainty as to if and when any such transaction will be completed.

 

   

There is no certainty that committed supporters of the Sprint-Clearwire Merger would continue their support if DISH succeeds in acquiring Sprint. Comcast, Intel, and Bright House, who collectively hold approximately 13% of the common stock of Clearwire, entered into a voting agreement with Clearwire in which they commit to voting in favor of the Sprint-Clearwire Merger and another agreement that obligates them to sell their shares to Sprint if the Clearwire stockholders reject the Sprint-Clearwire Merger and Sprint consummates the SoftBank-Sprint Transaction or an alternative transaction. However, if the SoftBank-Sprint Transaction is terminated in favor of the DISH proposal, Comcast, Intel, and Bright House have the right to terminate these agreements. Thus, the voting calculus would change significantly if Sprint accepts the DISH proposal.

 

2


   

There is no transparency or credibility in the Board’s statements about the future of Clearwire. On May 1, 2013, less than one week after Clearwire’s management stated in its April 25th earnings call that there is adequate capital to operate into the first quarter of 2014, the Board filed an Investor Presentation stating that Clearwire has a cash shortfall of $1.7 billion through 2014. We note that Clearwire has used these doomsday negotiation tactics before, most notably in prior spectrum lease negotiations. But this time they are being deployed not against a counterparty, but rather directed to the owners of Clearwire.

 

   

Moreover, the DISH proposal raises serious questions about the future of Sprint itself, questions on which the Clearwire stockholders must have clarity before voting for or against the Sprint-Clearwire Merger. Among these questions are:

 

   

whether DISH or SoftBank will acquire Sprint;

 

   

how Sprint’s new owner will use its position as Clearwire’s majority stockholder to develop an independent Clearwire; and

 

   

whether Sprint’s new owner will attempt to use the Clearwire spectrum assets as a means to reduce Sprint’s debt or its own debt instead of investing in an independent Clearwire.

In light of these and other related questions, we wonder how the Clearwire Board of Directors could press ahead with the stockholder vote on the Sprint-Clearwire Merger.

There is an Alternative Path

Clearwire’s choice is not between doing nothing and accepting a grossly inadequate Sprint deal. Rather, Clearwire’s own management has presented the most promising path to maximizing stockholder value—the MCC business plan, in which Clearwire would provide service to multiple wholesale customers in addition to Sprint. We believe that the necessary financing to enable Clearwire to pursue the MCC business plan is readily available:

 

   

Months ago, we endorsed the suggestion from Mount Kellett Capital Management, the second largest independent stockholder of Clearwire, that a sale of excess spectrum would enable Clearwire to improve its liquidity, pursue its build-out plans, and explore alternatives to being dominated by Sprint.

 

   

Clearwire has received multiple offers to sell excess spectrum: DISH has offered to purchase 24% of Clearwire’s spectrum for $2.2 billion, and Verizon Wireless also made an offer to purchase spectrum leases for approximately $1.0 to $1.5 billion.

 

   

The path to independence that we and other parties have offered Clearwire need not be blocked by its fear of inadequate liquidity. Crest and Aurelius Capital Management, another large independent stockholder of Clearwire, separately have offered debt financing for an aggregate of $320 million on terms similar to, but more favorable than, Sprint’s financing terms. In order to show our willingness to support Clearwire’s further capital needs, Crest told Clearwire in our proposal letter that we stand ready to consider alternative financing terms to meet Clearwire’s actual near-term capital needs if the assumptions of Clearwire’s capital needs we used in formulating our proposal required adjustment.

 

   

Crest believes that the warnings in Clearwire’s proxy statement of a Clearwire bankruptcy or debt default are overstated to create support for the Sprint-Clearwire Merger. First, during its earnings call on April 25, 2013, Clearwire’s management stated there is adequate capital to operate into Q1 2014. Second, Sprint has disclosed that if Clearwire defaults on its debt, a cross default may occur under Sprint’s own debt documents if Clearwire is considered a subsidiary under those agreements. Thus, a Clearwire debt default could have a significant adverse effect on Sprint. Third, as the largest Clearwire stockholder, Sprint faces many of the same risks as Clearwire’s minority stockholders if Clearwire were to file for bankruptcy protection. In light of this, we question whether Sprint will allow Clearwire to default on its debt or seek protection under bankruptcy laws.

 

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We Believe the Clearwire Board Breached its Fiduciary Duties

Crest, Aurelius Capital Management, and other stockholders of Clearwire have filed lawsuits in the Delaware Court of Chancery, alleging that the Clearwire Board of Directors has been unfairly influenced by Sprint and that each of the Clearwire directors and Sprint has breached its fiduciary duties by entering into an unfair and coercive transaction that is harmful to the minority stockholders. These lawsuits are still pending, and during a January 10, 2013 hearing Chancellor Leo Strine, the presiding judge in our case, stated: “I think there are colorable claims here.” We have engaged noted trial lawyer John Quinn of the Quinn Emanuel Urquhart & Sullivan law firm to lead the effort to prosecute the trial for money damages and injunctive relief, or potentially to pursue a separate claim for appraisal. Crest intends to aggressively pursue its rights as a minority stockholder.

Among the reasons why we believe the Clearwire Board of Directors has breached its fiduciary duties are:

 

   

No Termination Right to Pursue Superior Proposals. Although the Clearwire Board of Directors has a fiduciary duty to obtain the highest price reasonably obtainable for Clearwire stock, it inexplicably failed to negotiate for the right to terminate the Merger Agreement with Sprint to pursue a superior, alternative transaction. The Clearwire Board of Directors also agreed that the Company will hold a stockholder vote even if the Clearwire Board of Directors recommends against the Sprint-Clearwire Merger. As a result, the Clearwire Board of Directors is prohibited by the Merger Agreement from accepting DISH’s $3.30 per share proposal, although it is clearly superior to Sprint’s $2.97 per share offer.

 

   

Locked-Up Financing. In connection with the signing of the Merger Agreement with Sprint, the Clearwire Board of Directors agreed to accept up to $800 million in financing from Sprint in exchange for notes that are convertible at the highly dilutive price of $1.50 per share. This convertible debt arrangement leaves Clearwire’s minority stockholders with an unfair choice: either vote in favor of the Sprint-Clearwire Merger or agree to share dilution at the hands of Sprint. What is even worse is that the Clearwire Board of Directors agreed to a covenant in the Merger Agreement that requires Clearwire to obtain consent from Sprint for any alternative financing. As demonstrated by its refusal to consent to the clearly superior financing offers of Crest and Aurelius Capital Management, Sprint is abusing this consent right to the detriment of Clearwire and its minority stockholders.

 

4


   

Ineffective Special Committee. We believe that the Special Committee of the Clearwire Board of Directors, established to consider the Sprint-Clearwire Merger, is not independent and disinterested. Instead, the members of this Special Committee have either been nominated by the same companies that have agreed in a voting agreement to vote FOR the Sprint-Clearwire Merger or have been employed by Sprint.

 

   

Bar on Pursuing Alternatives to Sprint. Clearwire cannot fruitfully pursue a sale of excess spectrum. The Merger Agreement prohibits Clearwire from selling any of its excess spectrum, without Sprint’s consent, notwithstanding the presence of DISH and Verizon, current bidders ready to give Clearwire the funding it needs in return for a portion of Clearwire’s spectrum.

 

   

Lack of Financing Commitment. Although many reports suggest that Sprint is in a weak financial position due to its low cash reserves and significant outstanding debt obligations, the Clearwire Board of Directors did not require Sprint to produce evidence of committed financing, leaving the Sprint-Clearwire Merger subject to great uncertainty.

In our opinion, the foregoing demonstrates that Clearwire’s corporate governance must improve significantly. Only a vote “AGAINST” the Sprint-Clearwire Merger will send a firm message to the Clearwire Board of Directors and Sprint that they owe fiduciary duties to all Clearwire stockholders—not just to Sprint.

*        *        *

Our activism on behalf of non-Sprint stockholders stems from a simple observation. Everyone involved in these interlocking proposals and transactions—SoftBank, Sprint, DISH, and other potential bidders—recognizes that the real prize is Clearwire and its spectrum assets. And yet the Clearwire Board of Directors has managed to negotiate a Merger Agreement that transfers all value and leverage to Sprint instead of preserving them for all Clearwire stockholders.

We believe that there are alternative paths available to Clearwire other than the Sprint-Clearwire Merger. Therefore, for all of the foregoing reasons, we urge you to vote “AGAINST” the Sprint-Clearwire Merger by signing and returning the enclosed GOLD proxy card.

Crest urges all stockholders NOT to sign or return any WHITE proxy card sent to you by the Company.

If you have already returned the WHITE proxy card, you can effectively revoke it by voting the GOLD proxy card. Only your latest-dated proxy card will be counted.

 

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If you have any questions or need assistance in voting the GOLD proxy card, please contact our proxy solicitor, D.F. King & Co., Inc. at 1-800-949-2583 (toll-free).

 

Sincerely yours,
/s/ David K. Schumacher
David K. Schumacher
General Counsel
Crest Financial Limited

*************************************************************************************

About Crest Financial Limited

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

Important Legal Information

In connection with the Sprint-Clearwire Merger, Crest and other persons (the “Participants”) have filed a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”). The definitive proxy statement has been mailed to the stockholders of Clearwire. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ALL OTHER PROXY MATERIALS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS, CLEARWIRE, AND THE SPRINT-CLEARWIRE MERGER. The definitive proxy statement and all other proxy materials filed with the SEC are available at no charge on the SEC’s website at http://www.sec.gov. In addition, the definitive proxy statement is also available at no charge on the website of the Participants’ proxy solicitor at http://www.dfking.com/clwr.

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.

 

6

EX-99.4 5 d519002dex994.htm EX-99.4 EX-99.4

Exhibit 4

POWER OF ATTORNEY

FOR EXECUTING SCHEDULE 13D AND SCHEDULE 13G

The undersigned hereby constitutes and appoints each of Pamela E. Powers and David K. Schumacher, with full power of substitution, as an undersigned’s true and lawful attorney-in-fact to:

 

  (1) Execute for and on behalf of the undersigned any Schedule 13D or Schedule 13G (including amendments thereto) in accordance with Sections 13(d) or 13(g) of the Securities and Exchange Act of 1934 (the “Exchange Act”), but only to the extent each schedule relates to the undersigned’s beneficial ownership of securities of Clearwire Corporation;

 

  (2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Schedule 13D or Schedule 13G (including amendments thereto) and timely file the schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and

 

  (3) Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein. The undersigned acknowledges that none of the attorneys-in-fact, in serving in such capacity at the request of the undersigned, is assuming any of the undersigned’s responsibilities to comply with Sections 13(d) or 13(g) of the Exchange Act.

 

1


The undersigned agrees that each attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless each attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of the undersigned, to the attorneys-in fact for purposes of executing, acknowledging, delivering or filing a Schedule 13D or Schedule 13G (including amendments thereto) and agrees to reimburse each attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Schedule 13D or Schedule 13G (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Clearwire Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

(Signature Page Follows)

 

2


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

DARIA DANIEL 2003 TRUST
By:  

/s/ John M. Howland

Name:  

John M. Howland

Title:   Trustee
Date:   April 26, 2013
EX-99.5 6 d519002dex995.htm EX-99.5 EX-99.5

Exhibit 5

POWER OF ATTORNEY

FOR EXECUTING SCHEDULE 13D AND SCHEDULE 13G

The undersigned hereby constitutes and appoints each of Pamela E. Powers and David K. Schumacher, with full power of substitution, as an undersigned’s true and lawful attorney-in-fact to:

 

  (1) Execute for and on behalf of the undersigned any Schedule 13D or Schedule 13G (including amendments thereto) in accordance with Sections 13(d) or 13(g) of the Securities and Exchange Act of 1934 (the “Exchange Act”), but only to the extent each schedule relates to the undersigned’s beneficial ownership of securities of Clearwire Corporation;

 

  (2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Schedule 13D or Schedule 13G (including amendments thereto) and timely file the schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and

 

  (3) Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein. The undersigned acknowledges that none of the attorneys-in-fact, in serving in such capacity at the request of the undersigned, is assuming any of the undersigned’s responsibilities to comply with Sections 13(d) or 13(g) of the Exchange Act.

 

1


The undersigned agrees that each attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless each attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of the undersigned, to the attorneys-in fact for purposes of executing, acknowledging, delivering or filing a Schedule 13D or Schedule 13G (including amendments thereto) and agrees to reimburse each attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Schedule 13D or Schedule 13G (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Clearwire Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

(Signature Page Follows)

 

2


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

THALIA DANIEL 2003 TRUST
By:  

/s/ John M. Howland

Name:  

John M. Howland

Title:   Trustee
Date:   April 26, 2013
EX-99.6 7 d519002dex996.htm EX-99.6 EX-99.6

Exhibit 6

POWER OF ATTORNEY

FOR EXECUTING SCHEDULE 13D AND SCHEDULE 13G

The undersigned hereby constitutes and appoints each of Pamela E. Powers and David K. Schumacher, with full power of substitution, as an undersigned’s true and lawful attorney-in-fact to:

 

  (1) Execute for and on behalf of the undersigned any Schedule 13D or Schedule 13G (including amendments thereto) in accordance with Sections 13(d) or 13(g) of the Securities and Exchange Act of 1934 (the “Exchange Act”), but only to the extent each schedule relates to the undersigned’s beneficial ownership of securities of Clearwire Corporation;

 

  (2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Schedule 13D or Schedule 13G (including amendments thereto) and timely file the schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and

 

  (3) Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein. The undersigned acknowledges that none of the attorneys-in-fact, in serving in such capacity at the request of the undersigned, is assuming any of the undersigned’s responsibilities to comply with Sections 13(d) or 13(g) of the Exchange Act.

 

1


The undersigned agrees that each attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless each attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of the undersigned, to the attorneys-in fact for purposes of executing, acknowledging, delivering or filing a Schedule 13D or Schedule 13G (including amendments thereto) and agrees to reimburse each attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Schedule 13D or Schedule 13G (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Clearwire Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

(Signature Page Follows)

 

2


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

NAIA DANIEL 2003 TRUST

By:  

/s/ John M. Howland

Name:  

John M. Howland

Title:   Trustee
Date:   April 26, 2013
EX-99.7 8 d519002dex997.htm EX-99.7 EX-99.7

Exhibit 7

POWER OF ATTORNEY

FOR EXECUTING SCHEDULE 13D AND SCHEDULE 13G

The undersigned hereby constitutes and appoints each of Pamela E. Powers and David K. Schumacher, with full power of substitution, as an undersigned’s true and lawful attorney-in-fact to:

 

  (1) Execute for and on behalf of the undersigned any Schedule 13D or Schedule 13G (including amendments thereto) in accordance with Sections 13(d) or 13(g) of the Securities and Exchange Act of 1934 (the “Exchange Act”), but only to the extent each schedule relates to the undersigned’s beneficial ownership of securities of Clearwire Corporation;

 

  (2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Schedule 13D or Schedule 13G (including amendments thereto) and timely file the schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and

 

  (3) Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein. The undersigned acknowledges that none of the attorneys-in-fact, in serving in such capacity at the request of the undersigned, is assuming any of the undersigned’s responsibilities to comply with Sections 13(d) or 13(g) of the Exchange Act.

 

1


The undersigned agrees that each attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless each attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of the undersigned, to the attorneys-in fact for purposes of executing, acknowledging, delivering or filing a Schedule 13D or Schedule 13G (including amendments thereto) and agrees to reimburse each attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action; provided, however, that the recourse under the foregoing indemnity shall be limited to the assets of the undersigned except in the case of gross negligence, actual fraud or willful misconduct.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Schedule 13D or Schedule 13G (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Clearwire Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

(Signature Page Follows)

 

2


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

JOHN M. HOWLAND

By:  

/s/ John M. Howland

Name:  

John M. Howland

Date:   April 26, 2013