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. 22)*
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
June 11, 2013
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
1 |
Names of reporting persons
Crest Financial Limited | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC, SC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
36,183,649 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
36,183,649 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
36,183,649 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
5.18%(1) | |||||
14 | Type of reporting person (see instructions)
PN |
(1) | Based on the Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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. 22 (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), Amendment No. 9 (Amendment No. 9) filed on April 25, 2013, Amendment No. 10 filed on May 7, 2013 (Amendment No. 10), Amendment No. 11 filed on May 9, 2013 (Amendment No. 11), Amendment No. 12 filed on May 13, 2013 (Amendment No. 12), Amendment No. 13 filed on May 17, 2013 (Amendment No. 13), Amendment No. 14 filed on May 20, 2013 (Amendment No. 14), Amendment No. 15 filed on May 22, 2013 (Amendment No. 15), Amendment No. 16 filed on May 24, 2013 (Amendment No. 16), Amendment No. 17 filed on May 28, 2013 (Amendment No. 17), Amendment No. 18 filed on May 29, 2013 (Amendment No. 18), Amendment No. 19 filed on May 30, 2013 (Amendment No. 19), Amendment No. 20 filed on June 3, 2013 (Amendment No. 20) and Amendment No. 21 filed on June 6, 2013 (Amendment No. 21).
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 June 11, 2013, CFL sent a letter to the board of directors of the Issuer (the June 11 Letter to the Board) and issued a press release relating thereto (the June 11 Press Release). In the June 11 Letter to the Board, CFL again urged the board of directors of the Issuer to consider the tender offer of Dish Network Corporation and form a new special committee with new independent directors for such consideration. A copy of the June 11 Letter to the Board is attached hereto as Exhibit 2 and a copy of the June 11 Press Release is attached hereto as Exhibit 3, each of which are incorporated herein by reference. The descriptions herein of the June 11 Letter to the Board and the June 11 Press Release are qualified in their entirety by reference to the June 11 Letter to the Board and the June 11 Press Release.
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 June 11 Letter to the Board attached hereto as Exhibit 2, the June 11 Press Release attached hereto as Exhibit 3, the June 6 Letter to the Board attached to Amendment No. 21 as Exhibit 2, the June 6 Press Release attached to Amendment No. 21 as Exhibit 3, the May 31 Press Release attached to Amendment No. 20 as Exhibit 2, the June 3 Letter to the Board attached to Amendment No. 20 as Exhibit 3, the June 3 Board Press Release attached to Amendment No. 20 as Exhibit 4, the June 3 Letter to Sprint attached to Amendment No. 20 as Exhibit 5, the June 3 Sprint Press Release attached to Amendment No. 20 as Exhibit 6, the May 30 Letter to the Board attached to Amendment No. 19 as Exhibit 2, the May 30 Press Release attached to Amendment No. 19 as Exhibit 3, the May 28 Press Release attached to Amendment No. 18 as Exhibit 2, the May 28 FCC Letter attached to Amendment No. 18 as Exhibit 3, the May 29 Press Release attached to Amendment No. 18 as Exhibit 4, the May 28 Letter to Stockholders attached to Amendment No. 17 as Exhibit 2, the May 28 Press Release attached to Amendment No. 17 as Exhibit 3, the May 23 Press Release attached to Amendment No. 16 as Exhibit 2, the May 21 Letter to Stockholders attached to Amendment No. 15 as Exhibit 2, the May 21 Letter to the Board attached to Amendment No. 15 as Exhibit 3, the May 21 Press Release attached to Amendment No. 15 as Exhibit 4, the May 20 Letter to Stockholders attached to Amendment No. 14 as Exhibit 2, the May 20 Letter to the Board attached to Amendment No. 14 as Exhibit 3; the May 20 Press Release attached to Amendment No. 14 as Exhibit 4, the May 17 Letter to Stockholders attached to Amendment No. 13 as Exhibit 2, the May 17 Press Release attached to Amendment No. 13 as Exhibit 3, the May 16 Letter to Stockholders attached to Amendment No. 13 as Exhibit 4, the May 16 Press Release attached to Amendment No. 13 as Exhibit 5, the Press Release attached to Amendment No. 12 as Exhibit 2, the Presentation to Stockholders attached to Amendment No. 11 as Exhibit 2, the Press Release attached to Amendment No. 11 as Exhibit 3, the Press Release attached to Amendment No. 10 as Exhibit 2, the Letter to Stockholders attached to Amendment No. 10 as Exhibit 3, the Power of Attorney for the Daria Daniel Trust attached to Amendment No. 10 as Exhibit 4, the Power of Attorney for the Thalia Daniel Trust attached to Amendment No. 10 as Exhibit 5, the Power of Attorney for the Naia Daniel Trust attached to Amendment No. 10 as Exhibit 6, the Power of Attorney for John M. Howland attached to Amendment No. 10 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, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. | Material to be Filed as Exhibits. |
The following documents are filed as exhibits:
Exhibit |
Exhibit Name | |
Exhibit 1 | Joint Filing Agreement dated June 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 | Letter by Crest Financial Limited to the Board of Directors of Clearwire Corporation dated June 11, 2013 | |
Exhibit 3 | Press Release by Crest Financial Limited dated June 11, 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: June 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/ 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 |
Exhibit Name | |
Exhibit 1 | Joint Filing Agreement dated June 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 | Letter by Crest Financial Limited to the Board of Directors of Clearwire Corporation dated June 11, 2013 | |
Exhibit 3 | Press Release by Crest Financial Limited dated June 11, 2013 |
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 June, 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 2
CREST FINANCIAL LIMITED
JPMorgan Chase Tower
600 Travis, Suite 6800
Houston, Texas 77002
June 11, 2013
VIA FEDERAL EXPRESS AND FACSIMILE
The Board of Directors
c/o John W. Stanton
Chairman
Clearwire Corporation
1475 120th Avenue NE
Bellevue, WA 98005
Ladies and Gentlemen:
As our prior letters explained, Crest Financial Limited (Crest) believes that DISH Network Corporations (DISH) tender offer for all outstanding shares of Clearwire Corporation (Clearwire or the Company) for $4.40 per share is both actionable and superior in every way to Sprint Nextel Corporations (Sprint) current offer of $3.40 per share. SoftBank Corp.s (SoftBank) incremental bump to its offer for Sprint demonstrates that the bidding war for Sprint goes on. The battle over Clearwire must continue as well. The clear path to unlocking Clearwires true value for all stockholders remains a direct, competitive bidding process for the Company. In order for that to occur, you the Clearwire Board of Directors (the Board) must reconstitute the Boards Special Committee, fully consider DISHs tender offer to the stockholders of Clearwire, recommend against Sprints inferior offer, allow Clearwires stockholders to reject the Sprint-Clearwire merger at Thursdays special meeting, and subsequently terminate the oppressive Sprint merger agreement.
SoftBanks increased offer for Sprint confirms that the desire to obtain Clearwires goldmine of spectrum, through control of Sprint, has only increased. On the eve of Sprints stockholder vote, and faced with its own competing offer from DISH, SoftBank has upped its bid for Sprint. As we have maintained all along and SoftBank has confirmed in public statements, Clearwires wealth of spectrum is SoftBanks ultimate target in its pursuit of Sprint. Thus, its incremental bump for Sprint is in fact a bump to its indirect bid for Clearwire. Clearwires stockholders should therefore receive the benefit of SoftBanks sweetened deal. If Sprint wishes to accomplish its plan of locking up Clearwire for its ultimate suitor, it must pay an adequate price that reflects the true value of the Company.
Instead, Sprint has attempted to squeeze-out Clearwires minority stockholders on the cheap, while redirecting the bidding war to itself. Those fiduciary breaches continue. While objecting to DISHs tender offer for Clearwire with hastily manufactured legal challenges, Sprint has set a deadline for DISH to respond to SoftBanks latest bid with its own best and final offer for Sprint. We believe that the clear intent of these actions is to prevent DISH from bidding directly for what it most desiresClearwire and its spectrum assetsso that it is forced to pay a premium for Sprint. Although that course might be more beneficial to Sprint and its
1
stockholders, it visits great harm on Clearwires stockholders and is thus an egregious breach of Sprints fiduciary duties as Clearwires controller.
There can be no doubt that DISHs tender offer is better for Clearwires stockholders than Sprints most recent bid for Clearwire. DISH has offered Clearwire stockholders a full dollar more per share than Sprint, and DISHs tender offer does not require any stockholder to sell against its will. Moreover, DISHs proposed note purchase agreement would permit Clearwire to draw down the same $800.0 million that Sprint has offered in financing, but at an exchange ratio of $2.50 per shareas compared to Sprints much more dilutive rate of $1.50 per share. To be sure, DISHs offer might not turn out to be Clearwires best option. But it is plainly superior to Sprints proposal. And it is certainly a step in the direction toward the open, competitive bidding process that is essential to realizing the true value of the Company.
The Clearwire Board is duty-bound to promote this competitive process. In order for that to occur, the Board must close the polls for the scheduled stockholder meeting on June 13, so that the Companys stockholders can finally reject the oppressive terms of the Sprint merger agreement. Twice now the stockholders have been poised to vote down the Sprint-Clearwire merger, and twice the Board has adjourned the vote to keep the onerous Sprint merger agreement alive. Enough is enough. No more adjournments. There is no justification for forcing Clearwires true minority stockholders to continue living under Sprints oppression. It is time for the Board to honor the stockholder vote and put an end to the burdens of the Sprint merger agreement. It would be an undue interference with the stockholder franchise to adjourn again just because the stockholders have not given Sprint the answer it wants. Clearwires stockholders have spoken loud and clear and the Board should now finally listen.
There is nothing preventing the Board from entering into the investor rights and note purchase agreements requested by DISH if consummating the DISH tender offer proves to be in the best interests of Clearwires minority stockholders. As explained in prior letters from DISH and Crest, entering into the agreements requested by DISH does not breach any of Clearwires contractual obligations or violate any Delaware law. Sprints suggestions to the contrary are baseless and, in fact, only further evidence of its oppressive stance toward the Companys minority investors.
You have a duty to resist Sprints efforts to divert Clearwires true value. The only way to do so is to reconstitute the Special Committee with truly independent directors, fully consider DISHs tender offer to the stockholders of Clearwire, and free the Company from Sprints oppressive grip by terminating the merger agreement following stockholders rejection of the Sprint-Clearwire merger on Thursday. Sprint, of course, remains free to submit a competing proposal that is superior to DISHs tender offerbut it should be required to do so on a level playing field, without the unfair, coercive terms of the current merger agreement and related agreements. And others could respond with their own offers to top DISHs and Sprints bids. That is how the free market is supposed to work. That is the competitive bidding process that will capture the Companys true value for all of Clearwires investors. That is what you have an obligation to pursue.
2
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 proposed merger of Clearwire Corporation (Clearwire) with Sprint Nextel Corporation (the Proposed Sprint Merger), Crest and other persons (the Participants) have filed a supplement to its definitive proxy statement with the U.S. Securities and Exchange Commission (SEC). The definitive proxy statement and the supplement have been mailed to the stockholders of Clearwire. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND THE SUPPLEMENT, WHICH ARE 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, the supplement and all other proxy materials filed with the SEC are available at no charge on the SECs website at http://www.sec.gov. In addition, the definitive proxy statement and the supplement are 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.
3
Exhibit 3
FOR IMMEDIATE RELEASE:
CONTACT: Jeffrey Birnbaum, (202) 661-6367, JBirnbaum@BGRPR.com
Following SoftBank Corp.s Increased Bid for Sprint, Crest Financial Demands that Clearwire Board Allow Clearwire Stockholders to Reject the Sprint Merger and Open the Company to a Competitive Bidding Process
Sends letter to Clearwire Board urging it to reconstitute the Boards Special Committee, fully consider DISHs superior offer, allow stockholders to reject the Sprint-Clearwire merger, and terminate the oppressive Sprint merger agreement
HOUSTON, June 11, 2013 Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), sent a letter to Clearwires Board of Directors reiterating its view that DISH Network Corporations tender offer for all outstanding shares of Clearwire for $4.40 per share is both actionable and superior in every way to Sprint Nextel Corporations current offer of $3.40 per share. Crest noted that SoftBank Corp.s increased bid for Sprint confirms that SoftBanks desire for Clearwires spectrum has only increased. Thus, Crest urged the Clearwire Board to pursue a direct, competitive bidding process for the Company. In order to pursue that process, Crest demanded that the Clearwire Board reconstitute the Special Committee with truly independent directors, fully consider DISHs tender offer to the stockholders of Clearwire, and free the Company from Sprints oppressive grip by terminating the merger agreement following stockholders rejection of the Sprint-Clearwire merger on Thursday.
In Crests letter to the Clearwire Board, David K. Schumacher, Crests General Counsel, stated: SoftBanks increased offer for Sprint confirms that the desire to obtain Clearwires goldmine of spectrum, through control of Sprint, has only increased. On the eve of Sprints stockholder vote, and faced with its own competing offer from DISH, SoftBank has upped its bid for Sprint. As we have maintained all along and SoftBank has confirmed in public statements, Clearwires wealth of spectrum is SoftBanks ultimate target in its pursuit of Sprint. Thus, its incremental bump for Sprint is in fact a bump to its indirect bid for Clearwire. Clearwires stockholders should therefore receive the benefit of SoftBanks sweetened deal. If Sprint wishes to accomplish its plan of locking up Clearwire for its ultimate suitor, it must pay an adequate price that reflects the true value of the Company.
According to Schumacher: Instead, Sprint has attempted to squeeze-out Clearwires minority stockholders on the cheap, while redirecting the bidding war to itself. Those fiduciary breaches continue. While objecting to DISHs tender offer for Clearwire with hastily manufactured legal challenges, Sprint has set a deadline for DISH to respond to SoftBanks latest bid with its own best and final offer for Sprint. We believe that the clear intent of these actions is to prevent DISH from bidding directly for what it most
desiresClearwire and its spectrum assetsso that it is forced to pay a premium for Sprint. Although that course might be more beneficial to Sprint and its stockholders, it visits great harm on Clearwires stockholders and is thus an egregious breach of Sprints fiduciary duties as Clearwires controller.
Schumacher added: There can be no doubt that DISHs tender offer is better for Clearwires stockholders than Sprints most recent bid for Clearwire. DISH has offered Clearwire stockholders a full dollar more per share than Sprint, and DISHs tender offer does not require any stockholder to sell against its will. Moreover, DISHs proposed note purchase agreement would permit Clearwire to draw down the same $800.0 million that Sprint has offered in financing, but at an exchange ratio of $2.50 per shareas compared to Sprints much more dilutive rate of $1.50 per share. To be sure, DISHs offer might not turn out to be Clearwires best option. But it is plainly superior to Sprints proposal. And it is certainly a step in the direction toward the open, competitive bidding process that is essential to realizing the true value of the Company.
Crests letter explained: The Clearwire Board is duty-bound to promote this competitive process. In order for that to occur, the Board must close the polls for the scheduled stockholder meeting on June 13, so that the Companys stockholders can finally reject the oppressive terms of the Sprint merger agreement. Twice now the stockholders have been poised to vote down the Sprint-Clearwire merger, and twice the Board has adjourned the vote to keep the onerous Sprint merger agreement alive. Enough is enough. No more adjournments. There is no justification for forcing Clearwires true minority stockholders to continue living under Sprints oppression. It is time for the Board to honor the stockholder vote and put an end to the burdens of the Sprint merger agreement. It would be an undue interference with the stockholder franchise to adjourn again just because the stockholders have not given Sprint the answer it wants. Clearwires stockholders have spoken loud and clear and the Board should now finally listen.
Schumacher further stated: There is nothing preventing the Board from entering into the investor rights and note purchase agreements requested by DISH if consummating the DISH tender offer proves to be in the best interests of Clearwires minority stockholders. As explained in prior letters from DISH and Crest, entering into the agreements requested by DISH does not breach any of Clearwires contractual obligations or violate any Delaware law. Sprints suggestions to the contrary are baseless and, in fact, only further evidence of its oppressive stance toward the Companys minority investors.
The letter to the Clearwire Board concluded: You have a duty to resist Sprints efforts to divert Clearwires true value. The only way to do so is to reconstitute the Special Committee with truly independent directors, fully consider DISHs tender offer to the stockholders of Clearwire, and free the Company from Sprints oppressive grip by terminating the merger agreement following stockholders rejection of the Sprint-Clearwire merger on Thursday. Sprint, of course, remains free to submit a competing proposal that is superior to DISHs tender offerbut it should be required to do so on a level playing field, without the unfair, coercive terms of the current merger agreement and related agreements. And others could respond with their own offers to top DISHs and Sprints bids. That is how the free market is supposed to work. That is the
competitive bidding process that will capture the Companys true value for all of Clearwires investors. That is what you have an obligation to pursue.
D.F. King & Co, Inc. has been retained by Crest to assist it in the solicitation of proxies in opposition to the proposed Sprint-Clearwire merger. If stockholders have any questions or need assistance in voting the GOLD proxy card, please call D.F. King & Co. at (800) 949-2583. The full letter to the Clearwire Board can be found at http://www.dfking.com/clwr or http://www.bancroftpllc.com/crest.
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 Corporation (Clearwire) with Sprint Nextel Corporation (the Proposed Sprint Merger), Crest and other persons (the Participants) have filed a supplement to its definitive proxy statement with the U.S. Securities and Exchange Commission (SEC). The definitive proxy statement and the supplement have been mailed to the stockholders of Clearwire. SECURITYHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND THE SUPPLEMENT, WHICH ARE 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, the supplement and all other proxy materials filed with the SEC are available at no charge on the SECs website at http://www.sec.gov. In addition, the definitive proxy statement and the supplement are 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.
SOURCE: Crest Financial Limited