0001193125-13-254862.txt : 20130611 0001193125-13-254862.hdr.sgml : 20130611 20130611170430 ACCESSION NUMBER: 0001193125-13-254862 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130611 DATE AS OF CHANGE: 20130611 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: 13906662 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 d542915dsc13da.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. 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 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. 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, 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 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
Number

  

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
EX-99.1 2 d542915dex991.htm EX-99.1 EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock of Clearwire Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 11th day of 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
EX-99.2 3 d542915dex992.htm EX-99.2 EX-99.2

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 Corporation’s (“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 Corporation’s (“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 Clearwire’s 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 Board’s Special Committee, fully consider DISH’s tender offer to the stockholders of Clearwire, recommend against Sprint’s inferior offer, allow Clearwire’s stockholders to reject the Sprint-Clearwire merger at Thursday’s special meeting, and subsequently terminate the oppressive Sprint merger agreement.

SoftBank’s increased offer for Sprint confirms that the desire to obtain Clearwire’s goldmine of spectrum, through control of Sprint, has only increased. On the eve of Sprint’s 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, Clearwire’s wealth of spectrum is SoftBank’s ultimate target in its pursuit of Sprint. Thus, its incremental bump for Sprint is in fact a bump to its indirect bid for Clearwire. Clearwire’s stockholders should therefore receive the benefit of SoftBank’s 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 Clearwire’s minority stockholders on the cheap, while redirecting the bidding war to itself. Those fiduciary breaches continue. While objecting to DISH’s tender offer for Clearwire with hastily manufactured legal challenges, Sprint has set a deadline for DISH to respond to SoftBank’s 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 desires—Clearwire and its spectrum assets—so 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 Clearwire’s stockholders and is thus an egregious breach of Sprint’s fiduciary duties as Clearwire’s controller.

There can be no doubt that DISH’s tender offer is better for Clearwire’s stockholders than Sprint’s most recent bid for Clearwire. DISH has offered Clearwire stockholders a full dollar more per share than Sprint, and DISH’s tender offer does not require any stockholder to sell against its will. Moreover, DISH’s 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 share—as compared to Sprint’s much more dilutive rate of $1.50 per share. To be sure, DISH’s offer might not turn out to be Clearwire’s best option. But it is plainly superior to Sprint’s 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 Company’s 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 Clearwire’s true minority stockholders to continue living under Sprint’s 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. Clearwire’s 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 Clearwire’s minority stockholders. As explained in prior letters from DISH and Crest, entering into the agreements requested by DISH does not breach any of Clearwire’s contractual obligations or violate any Delaware law. Sprint’s suggestions to the contrary are baseless and, in fact, only further evidence of its oppressive stance toward the Company’s minority investors.

You have a duty to resist Sprint’s efforts to divert Clearwire’s true value. The only way to do so is to reconstitute the Special Committee with truly independent directors, fully consider DISH’s tender offer to the stockholders of Clearwire, and free the Company from Sprint’s 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 DISH’s tender offer—but 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 DISH’s and Sprint’s bids. That is how the free market is supposed to work. That is the competitive bidding process that will capture the Company’s true value for all of Clearwire’s 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 SEC’s 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

EX-99.3 4 d542915dex993.htm EX-99.3 EX-99.3

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 Board’s Special Committee, fully consider DISH’s “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 Clearwire’s Board of Directors reiterating its view that DISH Network Corporation’s tender offer for all outstanding shares of Clearwire for $4.40 per share “is both actionable and superior in every way to Sprint Nextel Corporation’s current offer of $3.40 per share.” Crest noted that SoftBank Corp.’s increased bid for Sprint confirms that SoftBank’s desire for Clearwire’s 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 DISH’s tender offer to the stockholders of Clearwire, and free the Company from Sprint’s oppressive grip by terminating the merger agreement following stockholders’ rejection of the Sprint-Clearwire merger on Thursday.”

In Crest’s letter to the Clearwire Board, David K. Schumacher, Crest’s General Counsel, stated: “SoftBank’s increased offer for Sprint confirms that the desire to obtain Clearwire’s goldmine of spectrum, through control of Sprint, has only increased. On the eve of Sprint’s 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, Clearwire’s wealth of spectrum is SoftBank’s ultimate target in its pursuit of Sprint. Thus, its incremental bump for Sprint is in fact a bump to its indirect bid for Clearwire. Clearwire’s stockholders should therefore receive the benefit of SoftBank’s 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 Clearwire’s minority stockholders on the cheap, while redirecting the bidding war to itself. Those fiduciary breaches continue. While objecting to DISH’s tender offer for Clearwire with hastily manufactured legal challenges, Sprint has set a deadline for DISH to respond to SoftBank’s 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


desires—Clearwire and its spectrum assets—so 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 Clearwire’s stockholders and is thus an egregious breach of Sprint’s fiduciary duties as Clearwire’s controller.”

Schumacher added: “There can be no doubt that DISH’s tender offer is better for Clearwire’s stockholders than Sprint’s most recent bid for Clearwire. DISH has offered Clearwire stockholders a full dollar more per share than Sprint, and DISH’s tender offer does not require any stockholder to sell against its will. Moreover, DISH’s 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 share—as compared to Sprint’s much more dilutive rate of $1.50 per share. To be sure, DISH’s offer might not turn out to be Clearwire’s best option. But it is plainly superior to Sprint’s 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.”

Crest’s 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 Company’s 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 Clearwire’s true minority stockholders to continue living under Sprint’s 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. Clearwire’s 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 Clearwire’s minority stockholders. As explained in prior letters from DISH and Crest, entering into the agreements requested by DISH does not breach any of Clearwire’s contractual obligations or violate any Delaware law. Sprint’s suggestions to the contrary are baseless and, in fact, only further evidence of its oppressive stance toward the Company’s minority investors.”

The letter to the Clearwire Board concluded: “You have a duty to resist Sprint’s efforts to divert Clearwire’s true value. The only way to do so is to reconstitute the Special Committee with truly independent directors, fully consider DISH’s tender offer to the stockholders of Clearwire, and free the Company from Sprint’s 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 DISH’s tender offer—but 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 DISH’s and Sprint’s bids. That is how the free market is supposed to work. That is the


competitive bidding process that will capture the Company’s true value for all of Clearwire’s 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 SEC’s 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