Basic Stats
| CIK | 1442505 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Clearwire Corp
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| February 14, 2014 |
CLWR / Clearwire Corp / Mount Kellett Capital Management LP - AMENDMENT NO. 8 Activist Investment SC 13D/A 1 clearwire13dam8.htm AMENDMENT NO. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Clearwire Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 18538Q105 (CUSIP Number) with a copy to: Mr. Jonathan Fiorello Robert G. Minion, Esq. Mount Kel |
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| July 22, 2013 |
Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-34196 Clearwire Corporation (Exact name of registrant as sp |
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| July 10, 2013 |
CLWR / Clearwire Corp / INTEL CORP - SCH 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 18) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Clearwire Corporation (Name of Issuer) Class A Common Stock (Title of Series of Securities) 18538Q 10 5 (CUSIP number) Cary I. Klafter Vice President and Corporate S |
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| July 10, 2013 |
CLWR / Clearwire Corp / SPRINT NEXTEL CORP - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-1(a) (Amendment No. 6)* CLEARWIRE CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18538Q 105 (CUSIP Number) Michael J. Egan King & Spalding LLP 1 |
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| July 9, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 9, 2013 CLEARWIRE CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-34196 56-2408571 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| July 9, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 8, 2013 CLEARWIRE CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-34196 56-2408571 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| July 9, 2013 |
EX-3.2 Exhibit 3.2 BY-LAWS OF CLEARWIRE CORPORATION A Delaware Corporation Effective July 9, 2013 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section 2.4 Notice 1 Section 2.5 Adjournments 2 Section 2.6 Quorum 2 |
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| July 9, 2013 |
POSASR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-163902 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-163903 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-172522 Post-Effectiv |
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| July 9, 2013 |
POSASR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-163902 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-163903 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-172522 Post-Effectiv |
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| July 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-163902 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-163903 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-172522 Post-Effective Amend |
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| July 9, 2013 |
Sprint Completes Acquisition of Clearwire EX-99.1 Exhibit 99.1 News Release Sprint Nextel 6200 Sprint Parkway Overland Park, Kan. 66251 Media Contacts: Scott Sloat, Sprint 240-855-0164 [email protected] Susan Johnston, Clearwire 425-505-6178 [email protected] Investor Contacts: Brad Hampton, Sprint 800-259-3755 [email protected] Alice Ryder, Clearwire 425-505-6494 [email protected] Sprint Completes Acqu |
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| July 9, 2013 |
POSASR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-163902 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-163903 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-172522 Post-Effectiv |
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| July 9, 2013 |
SECOND RESTATED CERTIFICATE OF INCORPORATION CLEARWIRE CORPORATION ARTICLE 1 EX-3.1 Exhibit 3.1 SECOND RESTATED CERTIFICATE OF INCORPORATION OF CLEARWIRE CORPORATION ARTICLE 1 Section 1.1 Name. The name of the corporation is Clearwire Corporation (the “Corporation”). ARTICLE 2 Section 2.1 Address. The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The nam |
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| July 9, 2013 |
SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 11) Clearwire Corporation (Name of the Issuer) Clearwire Corporation Sprint Nextel Corporation Sprint HoldCo, LLC SN UHC 1, Inc. SN UHC 4, Inc. (Name of Person(s) Filing Statement) Class A Common Stock (Title |
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| July 9, 2013 |
Clearwire Minority Shareholders Overwhelmingly Approve Merger Transaction with Sprint EX-99.1 EXHIBIT 99.1 July 8, 2013 Clearwire Minority Shareholders Overwhelmingly Approve Merger Transaction with Sprint BELLEVUE, Wash. – July 8, 2013 – Clearwire Corporation (NASDAQ: CLWR) (“Clearwire” or “The Company”) has announced the results of its Special Meeting of Stockholders held today. The Company reported that the required majority of Clearwire stockholders not affiliated with Sprint o |
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| July 9, 2013 |
Form S-8 POS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Clearwire Corporation (Exact name of registrant as specified in its charter) DELAWARE 56-2408571 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 6200 Sprint Park |
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| July 9, 2013 |
POSASR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-163902 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-163903 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-172522 Post-Effectiv |
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| July 8, 2013 |
CLWR / Clearwire Corp / COMCAST CORP - SC 13D/A Activist Investment SC 13D/A 1 dp39483sc13da.htm 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-1(a) (Amendment No. 2)* CLEARWIRE CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18538Q105 (CUSIP Number) Arthur R. B |
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| July 5, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2013 (July 5, 2013) SPRINT NEXTEL CORPORATION (Exact name of registrant as specified in its charter) Kansas 1-04721 48-0457967 (State or other jurisdiction of incorpo |
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| July 5, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| July 5, 2013 |
Exhibit 99.2 Team - We have just announced that the Federal Communications Commission (FCC) has approved both SoftBank's investment in Sprint, and Sprint's acquisition of Clearwire. The decision completes all federal government reviews of both transactions. This is another major milestone in our pending transaction with Sprint, and we applaud the FCC's Commissioners and staff for their forward-thi |
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| July 5, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| July 5, 2013 |
fccapprovalsprintsoftban News Release Sprint Nextel 6200 Sprint Parkway Overland Park, Kan. |
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| July 5, 2013 |
EX-99.1 Exhibit 99.1 News Release Sprint Nextel 6200 Sprint Parkway Overland Park, Kan. 66251 Media Contacts: John Taylor, Sprint 703-592-8530 [email protected] Susan Johnston, Clearwire 425-505-6178 [email protected] Jim Barron, SoftBank 212-687-8080 [email protected] Investor Contacts: Brad Hampton, Sprint 800-259-3755 [email protected] Alice Ryder, Clearwire 425 |
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| July 5, 2013 |
EX-99.1 2 fccapprovalsprintsoftban.htm EXHIBIT News Release Sprint Nextel 6200 Sprint Parkway Overland Park, Kan. 66251 Media Contacts: John Taylor, Sprint 703-592-8530 [email protected] Susan Johnston, Clearwire 425-505-6178 [email protected] Jim Barron, SoftBank 212-687-8080 [email protected] Investor Contacts: Brad Hampton, Sprint 800-259-3755 [email protected] |
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| July 5, 2013 |
Exhibit 99.2 Team - We have just announced that the Federal Communications Commission (FCC) has approved both SoftBank's investment in Sprint, and Sprint's acquisition of Clearwire. The decision completes all federal government reviews of both transactions. This is another major milestone in our pending transaction with Sprint, and we applaud the FCC's Commissioners and staff for their forward-thi |
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| July 3, 2013 |
SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 10) Clearwire Corporation (Name of the Issuer) Clearwire Corporation Sprint Nextel Corporation Sprint HoldCo, LLC SN UHC 1, Inc. SN UHC 4, Inc. Collie Acquisition Corp. (Name of Person(s) Filing Statement) Cl |
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| July 3, 2013 |
Correspondence 601 Lexington Avenue New York, New York 10022 (212) 446-4800 Facsimile: (212) 446-4900 www. |
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| July 3, 2013 |
WAIVER AND AMENDMENT AGREEMENT EX-99.D.26 3 d558492dex99d26.htm EXHIBIT (D)(26) Exhibit (d) (26) WAIVER AND AMENDMENT AGREEMENT THIS WAIVER AND AMENDMENT AGREEMENT (this “Waiver and Amendment Agreement”) is entered into as of July 2, 2013 by and among SPRINT NEXTEL CORPORATION, a Kansas corporation (“Sprint Nextel”), SPRINT HOLDCO, LLC, a Delaware limited liability company (“Sprint”), SN UHC 1, INC., a Delaware corporation, COM |
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| July 3, 2013 |
CLWR / Clearwire Corp / SPRINT NEXTEL CORP - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-1(a) (Amendment No. 5)* CLEARWIRE CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18538Q 105 (CUSIP Number) Michael J. Egan King & Spalding LLP 1 |
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| July 3, 2013 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| July 3, 2013 |
CLWR / Clearwire Corp / Crest Financial Ltd - SC 13D/A Activist Investment 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. 23)* Clearwire Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18538Q105 (CUSIP Number) David K. Schumacher General Counsel Cre |
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| July 3, 2013 |
CREST FINANCIAL LIMITED JPMorgan Chase Tower 600 Travis, Suite 6800 Houston, Texas 77002 EX-99.2 3 d563157dex992.htm EX-99.2 Exhibit 2 CREST FINANCIAL LIMITED JPMorgan Chase Tower 600 Travis, Suite 6800 Houston, Texas 77002 July 3, 2013 Dear Fellow Clearwire Stockholders, Crest Financial Ltd (“Crest”) writes one final time with respect to Clearwire Corporation (“Clearwire”) and its proposed merger transaction with Sprint Nextel Corporation (“Sprint”). As you know, recently Sprint rais |
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| July 3, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| July 3, 2013 |
EX-99.D.25 2 d558492dex99d25.htm EXHIBIT (D)(25) Exhibit (d) (25) VOTING AND SALE AGREEMENT THIS VOTING AND SALE AGREEMENT (this “Agreement”), dated as of July 2, 2013, is entered into among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), each Person named on Schedule A hereto (each, a “Stockholder”), solely in its individual capacity as a stockholder of Clearwire Corporation, a Delawa |
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| July 3, 2013 |
EX-99.3 Exhibit 3 VOTING AND SALE AGREEMENT THIS VOTING AND SALE AGREEMENT (this “Agreement”), dated as of July 2, 2013, is entered into among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), each Person named on Schedule A hereto (each, a “Stockholder”), solely in its individual capacity as a stockholder of Clearwire Corporation, a Delaware corporation (“Clearwire”), solely for purpose |
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| July 3, 2013 |
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 a |
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| July 3, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| June 27, 2013 |
Exhibit 99.1 Team - DISH today announced that it is withdrawing its tender offer to acquire all of the outstanding shares of Clearwire stock. DISH's tender offer provided that it could be withdrawn, among other reasons, as a result of the recent change in recommendation by Clearwire. We'll continue to update you as appropriate as we near our vote on July 8. Erik Cautionary Statement Regarding Forw |
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| June 27, 2013 |
Exhibit 99.1 Team - DISH today announced that it is withdrawing its tender offer to acquire all of the outstanding shares of Clearwire stock. DISH's tender offer provided that it could be withdrawn, among other reasons, as a result of the recent change in recommendation by Clearwire. We'll continue to update you as appropriate as we near our vote on July 8. Erik Cautionary Statement Regarding Forw |
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| June 27, 2013 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| June 27, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| June 26, 2013 |
QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 26, 2013 |
DISH Network Announces Withdrawal of Clearwire Tender Offer EX-99.(A)(1)(XV) 2 a2215787zex-99a1xv.htm EX-99.(A)(1)(XV) QuickLinks - Click here to rapidly navigate through this document Exhibit a(1)(xv) DISH Network Announces Withdrawal of Clearwire Tender Offer ENGLEWOOD, Colo.—(BUSINESS WIRE)—DISH Network Corporation (NASDAQ: DISH) today announced that its wholly-owned subsidiary, DISH Acquisition Holding Corporation, is withdrawing its tender offer to ac |
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| June 25, 2013 |
DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 25, 2013 |
Board of Directors Presentation June 20, 2013 EX-99.(c)(19) Exhibit (c)(19) Board of Directors Presentation June 20, 2013 These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Board of Directors of Clearwire Corporation (the “Company”) to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Ever |
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| June 25, 2013 |
Exhibit 99.1 Team - You may have seen today's news from Sprint announcing that Sprint shareholders overwhelmingly approved the SoftBank merger with approximately 98 percent of the votes cast in favor of the agreement. Their transaction still remains subject to receiving FCC approval, and the companies expect the merger to be consummated in early July. This is a major milestone in our pending trans |
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| June 25, 2013 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) CLEARWIRE CORPORATION (Name of Subject Company) CLEARWIRE CORPORATION (Name of Person Filing Statement) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
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| June 25, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| June 25, 2013 |
Form SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 9) Clearwire Corporation (Name of the Issuer) Clearwire Corporation Sprint Nextel Corporation Sprint HoldCo, LLC SN UHC 1, Inc. SN UHC 4, Inc. Collie Acquisition Corp. (Name of Person(s) Filing Statement |
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| June 25, 2013 |
EX-99.(c)(18) Exhibit (c)(18) -CONFIDENTIAL - Project Canine Confidential Discussion Materials for the Special Committee of the Board of Directors of Collie June 20, 2013 -CONFIDENTIAL - Disclaimer This presentation has been prepared by Centerview Partners LLC ( “Centerview”) for use solely by the Special Committee of the Board of Directors (the “Special Committee”) of Collie (the “Company”) and t |
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| June 25, 2013 |
Exhibit 99.1 Team - You may have seen today's news from Sprint announcing that Sprint shareholders overwhelmingly approved the SoftBank merger with approximately 98 percent of the votes cast in favor of the agreement. Their transaction still remains subject to receiving FCC approval, and the companies expect the merger to be consummated in early July. This is a major milestone in our pending trans |
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| June 25, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| June 24, 2013 |
ISS Recommends Clearwire Stockholders Vote 'FOR' Proposed Transaction with Sprint Exhibit 99.1 June 24, 2013 ISS Recommends Clearwire Stockholders Vote 'FOR' Proposed Transaction with Sprint BELLEVUE, Wash., June 24, 2013 - Clearwire Corporation (NASDAQ:CLWR) ("Clearwire" or the "Company") today announced that Institutional Shareholder Services (“ISS”), a leading independent proxy voting and corporate governance advisory firm, in light of Sprint's revised offer to acquire the a |
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| June 24, 2013 |
EX-99.75 Exhibit 99.75 VOTING AND SALE AGREEMENT THIS VOTING AND SALE AGREEMENT (this “Agreement”), dated as of June 21, 2013, is entered into among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), the Person named on Schedule A hereto (the “Stockholder”), solely in its individual capacity as a stockholder of Clearwire Corporation, a Delaware corporation (“Clearwire”). W I T N E S S E T |
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| June 24, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| June 24, 2013 |
Correspondence June 24, 2013 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 24, 2013 |
Exhibit 99.2 Team - ISS, a leading independent proxy voting and corporate governance advisory firm, has recommended that based on the revised offer from Sprint, Clearwire stockholders vote “FOR” the proposed merger. ISS joins a number of large stockholders and strategic investors, as well as our board and Special Committee, in showing their support for the pending transaction with Sprint. You can |
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| June 24, 2013 |
ISS Recommends Clearwire Stockholders Vote 'FOR' Proposed Transaction with Sprint Exhibit 99.1 June 24, 2013 ISS Recommends Clearwire Stockholders Vote 'FOR' Proposed Transaction with Sprint BELLEVUE, Wash., June 24, 2013 - Clearwire Corporation (NASDAQ:CLWR) ("Clearwire" or the "Company") today announced that Institutional Shareholder Services (“ISS”), a leading independent proxy voting and corporate governance advisory firm, in light of Sprint's revised offer to acquire the a |
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| June 24, 2013 |
Exhibit 99.2 Team - ISS, a leading independent proxy voting and corporate governance advisory firm, has recommended that based on the revised offer from Sprint, Clearwire stockholders vote “FOR” the proposed merger. ISS joins a number of large stockholders and strategic investors, as well as our board and Special Committee, in showing their support for the pending transaction with Sprint. You can |
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| June 24, 2013 |
EX-99.77 Exhibit 99.77 VOTING AND SALE AGREEMENT THIS VOTING AND SALE AGREEMENT (this “Agreement”), dated as of June 21, 2013, is entered into among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), the Person named on Schedule A hereto (the “Stockholder”), solely in its individual capacity as a stockholder of Clearwire Corporation, a Delaware corporation (“Clearwire”). W I T N E S S E T |
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| June 24, 2013 |
Exhibit 99.76 VOTING AND SALE AGREEMENT THIS VOTING AND SALE AGREEMENT (this “Agreement”), dated as of June 21, 2013, is entered into among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), the Person named on Schedule A hereto (the “Stockholder”), solely in its individual capacity as a stockholder of Clearwire Corporation, a Delaware corporation (“Clearwire”). W I T N E S S E T H: WHERE |
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| June 24, 2013 |
CLWR / Clearwire Corp / SPRINT NEXTEL CORP - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-1(a) (Amendment No. 4)* CLEARWIRE CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18538Q 105 (CUSIP Number) Michael J. Egan King & Spalding LLP 1 |
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| June 24, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| June 24, 2013 |
Correspondence June 25, 2013 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 24, 2013 |
EX-99.73 Exhibit 99.73 VOTING AND SALE AGREEMENT THIS VOTING AND SALE AGREEMENT (this “Agreement”), dated as of June 21, 2013, is entered into among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), the Person named on Schedule A hereto (the “Stockholder”), solely in its individual capacity as a stockholder of Clearwire Corporation, a Delaware corporation (“Clearwire”). W I T N E S S E T |
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| June 24, 2013 |
EX-99.74 5 d558737dex9974.htm EX-99.74 Exhibit 99.74 VOTING AND SALE AGREEMENT THIS VOTING AND SALE AGREEMENT (this “Agreement”), dated as of June 21, 2013, is entered into among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), the Person named on Schedule A hereto (the “Stockholder”), solely in its individual capacity as a stockholder of Clearwire Corporation, a Delaware corporation (“ |
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| June 24, 2013 |
EX-99.71 Exhibit 99.71 VOTING AND SALE AGREEMENT THIS VOTING AND SALE AGREEMENT (this “Agreement”), dated as of June 21, 2013, is entered into among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), the Person named on Schedule A hereto (the “Stockholder”), solely in its individual capacity as a stockholder of Clearwire Corporation, a Delaware corporation (“Clearwire”). W I T N E S S E T |
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| June 24, 2013 |
EX-99.72 Exhibit 99.72 VOTING AND SALE AGREEMENT THIS VOTING AND SALE AGREEMENT (this “Agreement”), dated as of June 21, 2013, is entered into among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), the Person named on Schedule A hereto (the “Stockholder”), solely in its individual capacity as a stockholder of Clearwire Corporation, a Delaware corporation (“Clearwire”). W I T N E S S E T |
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| June 21, 2013 |
CLWR / Clearwire Corp / Mount Kellett Capital Management LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* CLEARWIRE CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 18538Q105 (CUSIP Number) Mr. Jonathan Fiorello Mount Kellett Capital Management LP 623 Fifth Avenue, 18th Floor New York, NY 10022 (21 |
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| June 21, 2013 |
EX-99.69 Exhibit 99.69 Execution Copy VOTING AND SALE AGREEMENT THIS VOTING AND SALE AGREEMENT (this “Agreement”), dated as of June 20, 2013, is entered into among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), the Person named on Schedule A hereto (the “Stockholder”), solely in its individual capacity as a stockholder of Clearwire Corporation, a Delaware corporation (“Clearwire”), an |
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| June 21, 2013 |
EX-99.70 Exhibit 99.70 CONSENT THIS CONSENT (this “Consent”) is made as of the 20th day of June, 2013, by Starburst II, Inc., a Delaware corporation (“Parent”). WHEREAS, SoftBank Corp., a Japanese kabushiki kaisha (“SoftBank”), Parent and Sprint Nextel Corporation, a Kansas corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of October 15, 2012, as amended by the Fi |
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| June 21, 2013 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) CLEARWIRE CORPORATION (Name of Subject Company) CLEARWIRE CORPORATION (Name of Person Filing Statement) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
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| June 21, 2013 |
Sprint and Clearwire Agree to Increased Acquisition Offer EX-99.(e)(28) Exhibit (e)(28) News Release Sprint Nextel 6200 Sprint Parkway Overland Park, Kan. 66251 Media Contacts: Doug Duvall, Sprint Susan Johnston, Clearwire 571-287-8153 425-505-6178 [email protected] [email protected] John Taylor, Sprint 703-592-8530 [email protected] Investor Contacts: Brad Hampton, Sprint Alice Ryder, Clearwire 800-259-3755 425-505-6494 investo |
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| June 21, 2013 |
EX-99.68 Exhibit 99.68 Execution Copy VOTING AND SALE AGREEMENT THIS VOTING AND SALE AGREEMENT (this “Agreement”), dated as of June 20, 2013, is entered into among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), the Person named on Schedule A hereto (the “Stockholder”), solely in its individual capacity as a stockholder of Clearwire Corporation, a Delaware corporation (“Clearwire”), an |
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| June 21, 2013 |
EX-99.67 Exhibit 99.67 Execution Copy VOTING AND SALE AGREEMENT THIS VOTING AND SALE AGREEMENT (this “Agreement”), dated as of June 20, 2013, is entered into among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), the Person named on Schedule A hereto (the “Stockholder”), solely in its individual capacity as a stockholder of Clearwire Corporation, a Delaware corporation (“Clearwire”), an |
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| June 21, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction of incorporation) (Commiss |
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| June 21, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2013 (June 20, 2013) SPRINT NEXTEL CORPORATION (Exact name of registrant as specified in its charter) Kansas 1-04721 48-0457967 (State or other jurisdiction of incor |
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| June 21, 2013 |
EXHIBIT 7.13 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A Common Stock of Clearwire Corporation, dated as of June 21, 2013 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1 |
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| June 21, 2013 |
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER EX-2.1 Exhibit 2.1 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Third Amendment (this “Amendment”) to the Merger Agreement (defined below) is made as of June 20, 2013 by and among: Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sprint (“Acquisition Corp.”), and Clearwire Corporation, a Delaware c |
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| June 21, 2013 |
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER EX-2.1 Exhibit 2.1 EXECUTION VERSION THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Third Amendment (this “Amendment”) to the Merger Agreement (defined below) is made as of June 20, 2013 by and among: Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sprint (“Acquisition Corp.”), and Clearwire Corpora |
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| June 21, 2013 |
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER EX-2.1 Exhibit 2.1 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Third Amendment (this “Amendment”) to the Merger Agreement (defined below) is made as of June 20, 2013 by and among: Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sprint (“Acquisition Corp.”), and Clearwire Corporation, a Delaware c |
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| June 21, 2013 |
CLWR / Clearwire Corp / SPRINT NEXTEL CORP - FORM SC 13D/A Activist Investment Form SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-1(a) (Amendment No. 3)* CLEARWIRE CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18538Q 105 (CUSIP Number) Michael J. Egan King & Spalding |
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| June 21, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction of incorporation) (Commiss |
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| June 21, 2013 |
EX-99.(e)(27) Exhibit (e)(27) For Immediate Release June 20, 2013 Clearwire Special Committee and Board of Directors Change Recommendation in Favor of Sprint Merger Based on Revised Offer of $5.00 Per Share • Revised Sprint Offer is in Best Interest of Unaffiliated Stockholders • Changes Previous Recommendation to Against DISH Tender Offer of $4.40 Per Share • Company Plans to Adjourn June 24 Spec |
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| June 21, 2013 |
EX-99.66 Exhibit 99.66 Execution Copy VOTING AND SALE AGREEMENT THIS VOTING AND SALE AGREEMENT (this “Agreement”), dated as of June 20, 2013, is entered into among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), the Person named on Schedule A hereto (the “Stockholder”), solely in its individual capacity as a stockholder of Clearwire Corporation, a Delaware corporation (“Clearwire”), an |
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| June 20, 2013 |
Exhibit 99.3 Team - I wanted you to be among the first to know that we have just announced with Sprint an agreement that increases Sprint's offer to acquire the approximately 50 percent stake in Clearwire that it does not currently own for $5.00 per share, valuing Clearwire at more than $14 billion. This increased offer represents a 47 percent premium to Sprint's previous offer of $3.40 per share |
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| June 20, 2013 |
Sprint and Clearwire Agree to Increased Acquisition Offer Exhibit 99.2 June 20, 2013 Sprint Nextel 6200 Sprint Parkway Overland Park, Kan. 66251 Sprint Media Contact: Clearwire Media Contact: Doug Duvall, 571-287-8153 Susan Johnston, 425- 505-6178 [email protected] [email protected] John Taylor, 703-592-8530 [email protected] Sprint Investor Contact: Clearwire Investor Contact: Brad Hampton, 800-259-3755 Alice Ryder, 425-505-649 |
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| June 20, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| June 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| June 20, 2013 |
Sprint and Clearwire Agree to Increased Acquisition Offer Exhibit 99.2 June 20, 2013 Sprint Nextel 6200 Sprint Parkway Overland Park, Kan. 66251 Sprint Media Contact: Clearwire Media Contact: Doug Duvall, 571-287-8153 Susan Johnston, 425- 505-6178 [email protected] [email protected] John Taylor, 703-592-8530 [email protected] Sprint Investor Contact: Clearwire Investor Contact: Brad Hampton, 800-259-3755 Alice Ryder, 425-505-649 |
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| June 20, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a party other than the Registrant x Check appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy S |
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| June 20, 2013 |
Exhibit 99.1 June 20, 2013 Clearwire Special Committee and Board of Directors Change Recommendation in Favor of Sprint Merger Based on Revised Offer of $5.00 Per Share • Revised Sprint Offer is in Best Interest of Unaffiliated Stockholders • Changes Previous Recommendation to Against DISH Tender Offer of $4.40 Per Share • Company Plans to Adjourn June 24 Special Meeting of Stockholders; Reschedule |
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| June 20, 2013 |
Exhibit 99.3 Team - I wanted you to be among the first to know that we have just announced with Sprint an agreement that increases Sprint's offer to acquire the approximately 50 percent stake in Clearwire that it does not currently own for $5.00 per share, valuing Clearwire at more than $14 billion. This increased offer represents a 47 percent premium to Sprint's previous offer of $3.40 per share |
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| June 20, 2013 |
Exhibit 99.1 June 20, 2013 Clearwire Special Committee and Board of Directors Change Recommendation in Favor of Sprint Merger Based on Revised Offer of $5.00 Per Share • Revised Sprint Offer is in Best Interest of Unaffiliated Stockholders • Changes Previous Recommendation to Against DISH Tender Offer of $4.40 Per Share • Company Plans to Adjourn June 24 Special Meeting of Stockholders; Reschedule |
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| June 19, 2013 |
QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 19, 2013 |
DISH Issues Update on Sprint Proposal QuickLinks - Click here to rapidly navigate through this document Exhibit a(1)(xiv) DISH Issues Update on Sprint Proposal ENGLEWOOD, Colo. |
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| June 18, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(xii) DISH Network Announces Expiration of Hart-Scott-Rodino Waiting Period for Tender Offer to Purchase All Clearwire Corporation Class A Common Stock ENGLEWOOD, Colo. |
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| June 18, 2013 |
DISH Statement on Sprint Complaint QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(xiii) DISH Statement on Sprint Complaint ENGLEWOOD, Colo. |
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| June 18, 2013 |
QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 17, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| June 17, 2013 |
Note from Joe Clayton, dated June 14, 2013 QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(xi) Note from Joe Clayton, dated June 14, 2013 Fellow Employees, I am heartened by the emotional and generous outpouring from our team members across the business who exercise care, compassion and understanding when dire situations arise. |
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| June 17, 2013 |
QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 14, 2013 |
EXHIBIT 7.12 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A Common Stock of Clearwire Corporation, dated as of June 14, 2013 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1 |
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| June 14, 2013 |
CLWR / Clearwire Corp / Mount Kellett Capital Management LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* CLEARWIRE CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 18538Q105 (CUSIP Number) Mr. Jonathan Fiorello Mount Kellett Capital Management LP 623 Fifth Avenue, 18th Floor New York, NY 10022 (21 |
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| June 13, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| June 13, 2013 |
Exhibit 99.1 Team - Today we filed with the SEC a supplement to our proxy statement providing stockholders with information about the DISH Tender Offer and our board and Special Committee's decision to change its recommendation with respect to the Sprint Merger Agreement. As I mentioned yesterday, our board of directors and Special Committee now recommend that stockholders vote “AGAINST” each of t |
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| June 13, 2013 |
EX-99.2 Exhibit 99.2 Team – Today our board of directors and Special Committee have unanimously recommended that stockholders accept and tender into DISH Network’s cash tender offer to acquire all outstanding common shares of Clearwire at the previously announced price of $4.40 per share. Our board of directors and Special Committee also recommend that stockholders vote against the Sprint merger a |
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| June 13, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 12, 2013 CLEARWIRE CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-34196 56-2408571 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| June 13, 2013 |
SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 8) Clearwire Corporation (Name of the Issuer) Clearwire Corporation (Name of Person(s) Filing Statement) Class A Common Stock (Title of Class of Securities) 18538Q 105 (CUSIP Number of Class of Securities) Br |
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| June 13, 2013 |
Exhibit 99.1 Team - Today we filed with the SEC a supplement to our proxy statement providing stockholders with information about the DISH Tender Offer and our board and Special Committee's decision to change its recommendation with respect to the Sprint Merger Agreement. As I mentioned yesterday, our board of directors and Special Committee now recommend that stockholders vote “AGAINST” each of t |
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| June 13, 2013 |
EX-99.2 Exhibit 99.2 Team – Today our board of directors and Special Committee have unanimously recommended that stockholders accept and tender into DISH Network’s cash tender offer to acquire all outstanding common shares of Clearwire at the previously announced price of $4.40 per share. Our board of directors and Special Committee also recommend that stockholders vote against the Sprint merger a |
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| June 13, 2013 |
CORRESP June 13, 2013 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 13, 2013 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 12, 2013 CLEARWIRE CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-34196 56-2408571 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| June 13, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| June 13, 2013 |
DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 13, 2013 |
EX-99.1 Exhibit 99.1 June 12, 2013 Clearwire Special Committee and Board of Directors Unanimously Recommend Stockholders Tender into DISH Network $4.40 Per Share Tender Offer • DISH Offer is in Best Interest of Class A Stockholders • Files Schedule 14D-9 with SEC Recommending Stockholders Tender Their Shares Pursuant to DISH Tender Offer • Changes Recommendation to Against $3.40 Per Share Sprint M |
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| June 13, 2013 |
EX-99.1 Exhibit 99.1 June 12, 2013 Clearwire Special Committee and Board of Directors Unanimously Recommend Stockholders Tender into DISH Network $4.40 Per Share Tender Offer • DISH Offer is in Best Interest of Class A Stockholders • Files Schedule 14D-9 with SEC Recommending Stockholders Tender Their Shares Pursuant to DISH Tender Offer • Changes Recommendation to Against $3.40 Per Share Sprint M |
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| June 12, 2013 |
SC 14D9 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 CLEARWIRE CORPORATION (Name of Subject Company) CLEARWIRE CORPORATION (Name of Person Filing Statement) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 1 |
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| June 12, 2013 |
DISH Announces Extension of the Tender Offer to Acquire Clearwire Exhibit (a)(1)(x) DISH Announces Extension of the Tender Offer to Acquire Clearwire Englewood, Colo. |
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| June 12, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 11, 2013 |
CREST FINANCIAL LIMITED JPMorgan Chase Tower 600 Travis, Suite 6800 Houston, Texas 77002 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 (“ |
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| June 11, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| June 11, 2013 |
CLWR / Clearwire Corp / Crest Financial Ltd - SC 13D/A Activist Investment 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 Cre |
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| June 11, 2013 |
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 a |
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| June 11, 2013 |
EX-99.3 Exhibit 3 FOR IMMEDIATE RELEASE: CONTACT: Jeffrey Birnbaum, (202) 661-6367, [email protected] 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 |
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| June 6, 2013 |
CLWR / Clearwire Corp / Crest Financial Ltd - SC 13D/A Activist Investment 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. 21)* Clearwire Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18538Q105 (CUSIP Number) David K. Schumacher General Counsel Crest Financ |
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| June 6, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| June 4, 2013 |
QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 4, 2013 |
DISH Refutes Sprint Claims Regarding DISH’s Tender Offer for Clearwire Shares Exhibit (a)(1)(ix) DISH Refutes Sprint Claims Regarding DISH’s Tender Offer for Clearwire Shares Englewood, Colo. |
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| June 4, 2013 |
Exhibit (a)(1)(viii) May 30, 2013 DISH Statement on Clearwire Stockholder Vote Postponement ENGLEWOOD, Colo. |
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| June 3, 2013 |
Exhibit 99.1 Team - This morning Sprint sent a letter to our Board of Directors commenting that the DISH proposal to acquire Clearwire is "not actionable” - you can read the full letter outlining Sprint's claims here. On our end, the Board and Special Committee are continuing their review of DISH's offer. The Special Committee intends to determine the course of action that it believes is in the be |
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| June 3, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| June 3, 2013 |
CLWR / Clearwire Corp / Mount Kellett Capital Management LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* CLEARWIRE CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 18538Q105 (CUSIP Number) Mr. Jonathan Fiorello Mount Kellett Capital Management LP 623 Fifth Avenue, 18th Floor New York, NY 10022 (21 |
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| June 3, 2013 |
EXHIBIT 7.11 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A Common Stock of Clearwire Corporation, dated as of June 3, 2013 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1( |
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| June 3, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a party other than the Registrant x Check appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy S |
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| June 3, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| June 3, 2013 |
CLWR / Clearwire Corp / Crest Financial Ltd - SC 13D/A Activist Investment 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. 20)* Clearwire Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18538Q105 (CUSIP Number) David K. Schumacher General Counsel Crest Financ |
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| June 3, 2013 |
Crest Financial Demands That Sprint Allow Clearwire to Pursue a Competitive Bidding Process EX-99.6 Exhibit 6 FOR IMMEDIATE RELEASE: CONTACT: Jeffrey Birnbaum, (202) 661-6367, [email protected] Crest Financial Demands That Sprint Allow Clearwire to Pursue a Competitive Bidding Process Sends letter to Sprint Board demanding that Sprint not “interfere with the Clearwire board of directors’ full consideration of DISH’s tender offer” and allow “a truly fair and competitive bidding process” |
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| June 3, 2013 |
EX-99.2 Exhibit 2 FOR IMMEDIATE RELEASE: CONTACT: Jeffrey Birnbaum, (202) 661-6367, [email protected] Crest Financial Protests Clearwire’s Delay of Vote on Sprint-Clearwire Merger, Renews Call for Immediate Stockholder Vote, Termination of Sprint Merger Agreement, and Reconstituted Special Committee to Consider DISH Offer Demands that the Clearwire Board close the polls and finalize the vote HOU |
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| June 3, 2013 |
EX-99.4 Exhibit 4 FOR IMMEDIATE RELEASE: CONTACT: Jeffrey Birnbaum, (202) 661-6367, [email protected] Crest Financial Demands That Clearwire Board Reconstitute Special Committee and Ensure a Fair and Transparent Bidding Process for Clearwire Sends letter to Clearwire Board demanding an “open, competitive bidding process” and describing the course of events that will take place as that bidding pr |
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| June 3, 2013 |
Exhibit 99.1 Team - This morning Sprint sent a letter to our Board of Directors commenting that the DISH proposal to acquire Clearwire is "not actionable” - you can read the full letter outlining Sprint's claims here. On our end, the Board and Special Committee are continuing their review of DISH's offer. The Special Committee intends to determine the course of action that it believes is in the be |
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| June 3, 2013 |
CREST FINANCIAL LIMITED JPMorgan Chase Tower 600 Travis, Suite 6800 Houston, Texas 77002 EX-99.5 Exhibit 5 CREST FINANCIAL LIMITED JPMorgan Chase Tower 600 Travis, Suite 6800 Houston, Texas 77002 June 3, 2013 VIA FEDERAL EXPRESS AND FACSIMILE The Board of Directors c/o James H. Hance, Jr. Chairman Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, KS 66251 Ladies and Gentlemen: Crest Financial Limited (“Crest”) writes as a fellow stockholder in Clearwire Corporation (“Clearw |
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| June 3, 2013 |
CREST FINANCIAL LIMITED JPMorgan Chase Tower 600 Travis, Suite 6800 Houston, Texas 77002 EX-99.3 Exhibit 3 CREST FINANCIAL LIMITED JPMorgan Chase Tower 600 Travis, Suite 6800 Houston, Texas 77002 June 3, 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 May 30 letter explained, Crest Financial Limited (“Crest”) urges the Clearwire Board of Directors (the |
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| June 3, 2013 |
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 a |
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| June 3, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 31, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 31, 2013 |
dishacknowledgementrelea Exhibit 99.1 May 30, 2013 Clearwire’s Special Committee to Review Unsolicited Tender Offer from DISH Company Plans to Adjourn Special Meeting of Stockholders; Rescheduled Meeting to be Held June 13, 2013 BELLEVUE, Wash., May 30, 2013 – Clearwire Corporation (NASDAQ: CLWR) (“Clearwire” or the “Company”) today acknowledged that DISH Network Corporation (NASDAQ: DISH) ("DISH" |
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| May 31, 2013 |
Exhibit 99.1 May 30, 2013 Clearwire’s Special Committee to Review Unsolicited Tender Offer from DISH Company Plans to Adjourn Special Meeting of Stockholders; Rescheduled Meeting to be Held June 13, 2013 BELLEVUE, Wash., May 30, 2013 – Clearwire Corporation (NASDAQ: CLWR) (“Clearwire” or the “Company”) today acknowledged that DISH Network Corporation (NASDAQ: DISH) ("DISH") has commenced an unsoli |
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| May 31, 2013 |
Exhibit 99.2 Team - As I'm sure you're aware, DISH has commenced an unsolicited cash tender offer to acquire all outstanding common shares of Clearwire at a price of $4.40 per share. Our board of directors' Special Committee will promptly review this offer to determine the course of action that it believes is in the best interest of our non-Sprint Class A stockholders. At this point, the Special C |
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| May 31, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| May 31, 2013 |
Exhibit 99.2 Team - As I'm sure you're aware, DISH has commenced an unsolicited cash tender offer to acquire all outstanding common shares of Clearwire at a price of $4.40 per share. Our board of directors' Special Committee will promptly review this offer to determine the course of action that it believes is in the best interest of our non-Sprint Class A stockholders. At this point, the Special C |
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| May 31, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 30, 2013 |
QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 30, 2013 |
Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| May 30, 2013 |
EX-99.3 Exhibit 3 FOR IMMEDIATE RELEASE: CONTACT: Jeffrey Birnbaum, (202) 661-6367, [email protected] Crest Financial Urges Clearwire Board to Recommend AGAINST Sprint Merger, Open Competitive Bidding for Clearwire, and Reconstitute Special Committee Sends letter to Clearwire Board calling DISH’s offer “clearly superior” to Sprint’s and urging the Clearwire Board to pursue a competitive bidding |
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| May 30, 2013 |
CREST FINANCIAL LIMITED JPMorgan Chase Tower 600 Travis, Suite 6800 Houston, Texas 77002 EX-99.2 Exhibit 2 CREST FINANCIAL LIMITED JPMorgan Chase Tower 600 Travis, Suite 6800 Houston, Texas 77002 May 30, 2013 VIA FEDERAL EXPRESS AND FACSIMILE John W. Stanton Chairman, Board of Directors Clearwire Corporation 1475 120th Avenue NE Bellevue, WA 98005 Dear Mr. Stanton: Crest Financial Limited (“Crest”) urges the Clearwire Board of Directors (the “Board”) to consider genuinely DISH Network |
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| May 30, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(vii) DISH NETWORK ANNOUNCES COMMENCEMENT OF TENDER OFFER TO PURCHASE ALL CLEARWIRE CORPORATION CLASS A COMMON STOCK ENGLEWOOD, Colo. |
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| May 30, 2013 |
QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 30, 2013 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| May 30, 2013 |
Correspondence May 30, 2013 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 30, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(iv) Offer To Purchase For Cash All Outstanding Shares of Class A Common Stock of CLEARWIRE CORPORATION at $4. |
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| May 30, 2013 |
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 a |
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| May 30, 2013 |
DISH NETWORK ANNOUNCES TENDER OFFER IN LETTER TO CLEARWIRE BOARD OF DIRECTORS Exhibit 99.1 DISH NETWORK ANNOUNCES TENDER OFFER IN LETTER TO CLEARWIRE BOARD OF DIRECTORS · Offer represents a 29% premium over the nominal purchase price of $3.40 per share in the Sprint proposal · DISH remains committed to a commercialization of Clearwire’s significant portfolio of wireless spectrum assets which will enable the combined company to provide a superior product and service offering |
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| May 30, 2013 |
Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| May 30, 2013 |
Use these links to rapidly review the document Table of Contents TABLE OF CONTENTS Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Class A Common Stock of CLEARWIRE CORPORATION at $4. |
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| May 30, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Class A Common Stock of CLEARWIRE CORPORATION at $4. |
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| May 30, 2013 |
CLWR / Clearwire Corp / Crest Financial Ltd - SC 13D/A Activist Investment 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. 19)* Clearwire Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18538Q105 (CUSIP Number) David K. Schumacher General Counsel Crest Financ |
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| May 30, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(vii) DISH NETWORK ANNOUNCES COMMENCEMENT OF TENDER OFFER TO PURCHASE ALL CLEARWIRE CORPORATION CLASS A COMMON STOCK ENGLEWOOD, Colo. |
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| May 30, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(iv) Offer To Purchase For Cash All Outstanding Shares of Class A Common Stock of CLEARWIRE CORPORATION at $4. |
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| May 30, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(v) Offer To Purchase For Cash All Outstanding Shares of Class A Common Stock of CLEARWIRE CORPORATION at $4. |
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| May 30, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| May 30, 2013 |
Use these links to rapidly review the document Table of Contents TABLE OF CONTENTS Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Class A Common Stock of CLEARWIRE CORPORATION at $4. |
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| May 30, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(v) Offer To Purchase For Cash All Outstanding Shares of Class A Common Stock of CLEARWIRE CORPORATION at $4. |
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| May 30, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Class A Common Stock of CLEARWIRE CORPORATION at $4. |
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| May 30, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Class A Common Stock of CLEARWIRE CORPORATION at $4. |
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| May 30, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Class A Common Stock of CLEARWIRE CORPORATION at $4. |
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| May 30, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2013 DISH NETWORK CORPORATION (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation) 0-26176 (Commission File Number) 88- |
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| May 29, 2013 |
clwrglasslewisresponsere Exhibit 99.1 May 29, 2013 CLEARWIRE SAYS GLASS LEWIS REACHED WRONG CONCLUSION Company Criticizes Glass Lewis’ Analysis as Fundamentally Flawed and Inaccurate Reiterates Recommendation that Stockholders Vote ‘FOR’ Proposed Transaction with Sprint BELLEVUE, Wash. – May 29, 2013 – Clearwire Corporation (NASDAQ: CLWR) (“Clearwire” or the “Company”) today issued a statement in |
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| May 29, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 29, 2013 |
Exhibit 99.2 Team - You may have seen media reports regarding proxy advisory firm Glass Lewis' unfavorable recommendation of the proposed Sprint transaction. Their opinion is counter to those of proxy advisory firms ISS and Egan Jones, both of whom recommend a FOR vote in favor of the transaction. Today we issued a statement in response to the Glass Lewis report, which we believe is based on super |
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| May 29, 2013 |
Crest Financial Commends Glass Lewis for Recommending a Vote Against the Sprint-Clearwire Merger EX-99.2 Exhibit 2 FOR IMMEDIATE RELEASE: CONTACT: Jeffrey Birnbaum, (202) 661-6367, [email protected] Crest Financial Commends Glass Lewis for Recommending a Vote Against the Sprint-Clearwire Merger HOUSTON, May 28, 2013 — Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), today commended the proxy advisory firm Glass Lewis & Co |
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| May 29, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| May 29, 2013 |
clwrglasslewisresponsere Exhibit 99.1 May 29, 2013 CLEARWIRE SAYS GLASS LEWIS REACHED WRONG CONCLUSION Company Criticizes Glass Lewis’ Analysis as Fundamentally Flawed and Inaccurate Reiterates Recommendation that Stockholders Vote ‘FOR’ Proposed Transaction with Sprint BELLEVUE, Wash. – May 29, 2013 – Clearwire Corporation (NASDAQ: CLWR) (“Clearwire” or the “Company”) today issued a statement in |
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| May 29, 2013 |
Exhibit 3 May 28, 2013 VIA ELECTRONIC FILING Marlene H. Dortch, Esq. Secretary Federal Communications Commission 445 Twelfth Street, S.W. Washington, D.C. 20054 Re: Applications of Sprint Nextel Corp. and SoftBank Corp., IB Docket No. 12-343 Dear Ms. Dortch: Crest Financial Limited (“Crest”) respectfully files this ex parte letter in support of its Petition to Deny and to bring to the Commission’s |
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| May 29, 2013 |
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 a |
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| May 29, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 29, 2013 |
Exhibit 99.2 Team - You may have seen media reports regarding proxy advisory firm Glass Lewis' unfavorable recommendation of the proposed Sprint transaction. Their opinion is counter to those of proxy advisory firms ISS and Egan Jones, both of whom recommend a FOR vote in favor of the transaction. Today we issued a statement in response to the Glass Lewis report, which we believe is based on super |
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| May 29, 2013 |
CLWR / Clearwire Corp / Crest Financial Ltd - SC 13D/A Activist Investment 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. 18)* Clearwire Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18538Q105 (CUSIP Number) David K. Schumacher General Counsel Cre |
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| May 29, 2013 |
Crest Financial Sends Letter to FCC Objecting to SoftBank’s Pre-Merger Coordination with Sprint EX-99.4 Exhibit 4 FOR IMMEDIATE RELEASE: CONTACT: Jeffrey Birnbaum, (202) 661-6367, [email protected] Crest Financial Sends Letter to FCC Objecting to SoftBank’s Pre-Merger Coordination with Sprint HOUSTON, May 29, 2013 — Crest Financial Limited, the largest of the independent minority stockholders of Clearwire Corporation (NASDAQ: CLWR), yesterday sent a letter to the Federal Communications Com |
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| May 28, 2013 |
Exhibit 99.2 Team - This morning our Board of Directors issued an open letter to stockholders again recommending that stockholders vote 'FOR' the proposed transaction with Sprint. The letter highlights the favorable recommendations of leading proxy advisory firms ISS and Egan Jones, and reiterates the belief that this transaction is the best strategic alternative for shareholders. You can read the |
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| May 28, 2013 |
CLWR / Clearwire Corp / Crest Financial Ltd - EX-99.2 EX-99.2 Exhibit 2 CREST FINANCIAL LIMITED JPMorgan Chase Tower 600 Travis, Suite 6800 Houston, Texas 77002 May 28, 2013 Dear Fellow Clearwire Stockholders: We, the true minority stockholders of Clearwire Corporation (“Clearwire”), must continue to oppose the merger between Sprint Nextel Corporation (“Sprint”) and Clearwire. Crest Financial Limited (“Crest”) believes that Sprint’s incremental offer |
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| May 28, 2013 |
CLWR / Clearwire Corp / Crest Financial Ltd - SC 13D/A Activist Investment 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. 17)* Clearwire Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18538Q105 (CUSIP Number) David K. Schumacher General Counsel Crest Financ |
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| May 28, 2013 |
SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 7) Clearwire Corporation (Name of the Issuer) Clearwire Corporation Sprint Nextel Corporation Sprint HoldCo, LLC SN UHC 1, Inc. SN UHC 4, Inc. Collie Acquisition Corp. (Name of Person(s) Filing Statement) Cla |
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| May 28, 2013 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| May 28, 2013 |
EX-99.3 Exhibit 3 FOR IMMEDIATE RELEASE: CONTACT: Jeffrey Birnbaum, (202) 661-6367, [email protected] Crest Financial Urges “True Minority” of Clearwire Stockholders to Oppose New Sprint Offer and Preserve Rights to Seek Fair Treatment in Court Sends letter to Clearwire stockholders urging them to reject Sprint’s new offer and preserve rights to seek an appraisal under Delaware law HOUSTON, May |
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| May 28, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| May 28, 2013 |
Exhibit 99.1 May 28, 2013 Clearwire Board of Directors Issues Open Letter Advising Stockholders to Vote ‘FOR’ Proposed Transaction with Sprint BELLEVUE, Wash. – May 28, 2013 – The Board of Directors of Clearwire (Nasdaq:CLWR) (“Clearwire” or the “Company”) today issued an open letter to stockholders in connection with its proposed transaction with Sprint recommending that stockholders vote ‘FOR’ t |
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| May 28, 2013 |
Exhibit 99.2 Team - This morning our Board of Directors issued an open letter to stockholders again recommending that stockholders vote 'FOR' the proposed transaction with Sprint. The letter highlights the favorable recommendations of leading proxy advisory firms ISS and Egan Jones, and reiterates the belief that this transaction is the best strategic alternative for shareholders. You can read the |
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| May 28, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 28, 2013 |
finalshareholderletter52 Exhibit 99.1 May 28, 2013 Clearwire Board of Directors Issues Open Letter Advising Stockholders to Vote ‘FOR’ Proposed Transaction with Sprint BELLEVUE, Wash. – May 28, 2013 – The Board of Directors of Clearwire (Nasdaq:CLWR) (“Clearwire” or the “Company”) today issued an open letter to stockholders in connection with its proposed transaction with Sprint recommending that |
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| May 28, 2013 |
CLWR / Clearwire Corp / Crest Financial Ltd - EX-99.1 JOINT FILING AGREEMENT 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 a |
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| May 28, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 28, 2013 |
CORRESP May 28, 2013 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 24, 2013 |
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 a |
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| May 24, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| May 24, 2013 |
CLWR / Clearwire Corp / Crest Financial Ltd - SC 13D/A Activist Investment 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. 16)* Clearwire Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18538Q105 (CUSIP Number) David K. Schumacher General Counsel Cre |
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| May 24, 2013 |
Crest Supplements its Proxy Statement Opposing Revised Terms for Sprint-Clearwire Merger EX-99.2 Exhibit 2 FOR IMMEDIATE RELEASE: CONTACT: Jeffrey Birnbaum, (202) 661-6367, [email protected] Crest Supplements its Proxy Statement Opposing Revised Terms for Sprint-Clearwire Merger HOUSTON, May 23, 2013 – Crest Financial Limited, the largest independent minority shareholder of Clearwire Corporation (NASDAQ: CLWR) with approximately 8.25% of the Class A common stock of Clearwire, today |
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| May 23, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| May 22, 2013 |
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER EX-99.63 Exhibit 99.63 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Amendment”) to the Merger Agreement (defined below) is made as of May 21, 2013 by and among: Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sprint (“Acquisition Corp.”), and Clearwire Corporation, a Delaw |
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| May 22, 2013 |
Board of Directors Presentation EX-99.(c)(13) Exhibit (c)(13) Clearwre Board of Directors Presentation May 21, 2013 Evercore Partners These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Board of Directors of Clearwire Corporation (the “Company”) to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a w |
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| May 22, 2013 |
EX-99.(c)(12) Exhibit (c)(12) - CONFIDENTIAL - CENTER|VIEW PARTNERS Project Canine Confidential Discussion Materials for the Special Committee of the Board of Directors of Collie May 21, 2013 - CONFIDENTIAL - Disclaimer This presentation has been prepared by Centerview Partners LLC ( “Centerview”) for use solely by the Special Committee of the Board of Directors (the “Special Committee”) of Collie |
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| May 22, 2013 |
CLWR / Clearwire Corp / Crest Financial Ltd - SC 13D/A Activist Investment 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. 15)* Clearwire Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18538Q105 (CUSIP Number) David K. Schumacher General Counsel Crest Financ |
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| May 22, 2013 |
SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 6) Clearwire Corporation (Name of the Issuer) Clearwire Corporation Sprint Nextel Corporation Sprint HoldCo, LLC SN UHC 1, Inc. SN UHC 4, Inc. Collie Acquisition Corp. (Name of Person(s) Filing Statement) Cla |
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| May 22, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2013 SPRINT NEXTEL CORPORATION (Exact name of registrant as specified in its charter) Kansas 1-04721 48-0457967 (State of incorporation) (Commission File Number) (I.R |
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| May 22, 2013 |
clwr2ndamendmenttothemer SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Amendment”) to the Merger Agreement (defined below) is made as of May 21, 2013 by and among: Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Collie Acquisition Corp. |
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| May 22, 2013 |
Your Revised Retention Statements: Exhibit 99.1 Your Revised Retention Statements: Many of you received new retention statements last week relating to the proposed Sprint merger that reflected the original Sprint offer price of $2.97 per share. Today the Company announced that the Special Committee of the Board of Directors and the Board of Directors have each approved the revised offer from Sprint for $3.40 per share. Your retenti |
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| May 22, 2013 |
Exhibit 99.2 Team - As you know, yesterday we received a revised offer from Sprint to acquire the approximately 50 percent stake in Clearwire it does not currently own for $3.40 per share. Today we announced that both our Special Committee and Board of Directors have approved the revised offer. Our Board also continues to recommend that stockholders vote their shares “FOR” all of the proposals rel |
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| May 22, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 22, 2013 |
DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 22, 2013 |
revisedofferclwrrecommen Exhibit 99.1 May 22, 2013 Clearwire’s Board of Directors Recommends Stockholders Vote ‘FOR’ Increased Offer from Sprint Follows Review and Recommendation of Special Committee of the Board Offers Fair, Attractive and Certain Value Special Meeting of Stockholders to Reconvene May 31, 2013 BELLEVUE, Wash., May 22, 2013 – Clearwire Corporation (NASDAQ: CLWR) (“Clearwire” |
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| May 22, 2013 |
EXHIBIT 7.10 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A Common Stock of Clearwire Corporation, dated as of May 22, 2013 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1( |
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| May 22, 2013 |
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER EX-2.1 Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Amendment”) to the Merger Agreement (defined below) is made as of May 21, 2013 by and among: Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sprint (“Acquisition Corp.”), and Clearwire Corporation, a Delaware |
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| May 22, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 22, 2013 |
EX-99.3 Exhibit 3 CREST FINANCIAL LIMITED JPMorgan Chase Tower 600 Travis, Suite 6800 Houston, Texas 77002 May 21, 2013 VIA FEDERAL EXPRESS AND FACSIMILE Board of Directors Clearwire Corporation 1475 120th Avenue NE Bellevue, WA 98005 Ladies and Gentlemen: Crest Financial Limited (“Crest”) opposes Sprint’s attempt to use a grossly inadequate incremental increase in its offer price for Clearwire Co |
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| May 22, 2013 |
EX-99.1 3 revisedofferclwrrecommen.htm EXHIBIT Exhibit 99.1 May 22, 2013 Clearwire’s Board of Directors Recommends Stockholders Vote ‘FOR’ Increased Offer from Sprint Follows Review and Recommendation of Special Committee of the Board Offers Fair, Attractive and Certain Value Special Meeting of Stockholders to Reconvene May 31, 2013 BELLEVUE, Wash., May 22, 2013 – Clearwire Corporation (NASD |
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| May 22, 2013 |
Your Revised Retention Statements: Exhibit 99.1 Your Revised Retention Statements: Many of you received new retention statements last week relating to the proposed Sprint merger that reflected the original Sprint offer price of $2.97 per share. Today the Company announced that the Special Committee of the Board of Directors and the Board of Directors have each approved the revised offer from Sprint for $3.40 per share. Your retenti |
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| May 22, 2013 |
CREST FINANCIAL LIMITED JPMorgan Chase Tower 600 Travis, Suite 6800 Houston, Texas 77002 EX-99.2 Exhibit 2 CREST FINANCIAL LIMITED JPMorgan Chase Tower 600 Travis, Suite 6800 Houston, Texas 77002 May 21, 2013 Dear Fellow Clearwire Stockholders: In our letter from May 15th, Crest Financial Limited (“Crest”) explained a number of reasons why you should vote AGAINST the proposed merger (the “Sprint-Clearwire Merger”) of Clearwire Corporation (“Clearwire”) with Sprint Nextel Corporation ( |
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| May 22, 2013 |
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 a |
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| May 22, 2013 |
EX-99.64 Exhibit 99.64 CONSENT THIS CONSENT (this “Consent”) is made as of the 20th day of May, 2013, by Starburst II, Inc., a Delaware corporation (“Parent”). WHEREAS, SOFTBANK CORP., a Japanese kabushiki kaisha (“SoftBank”), Parent and Sprint Nextel Corporation, a Kansas corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of October 15, 2012, as amended by the Fir |
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| May 22, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 22, 2013 |
EX-99.4 Exhibit 4 FOR IMMEDIATE RELEASE: CONTACT: Jeffrey Birnbaum, (202) 661-6367, [email protected] Crest Financial Protests Clearwire’s Delay of Vote on Sprint-Clearwire Merger and Urges Clearwire Board and Stockholders to Reject Sprint’s New Offer Sends letters to Clearwire Board and stockholders urging them to reject Sprint’s new offer and pursue a direct, competitive bidding process for Cl |
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| May 22, 2013 |
SPRINT NEXTEL CORPORATION 6200 Sprint Parkway Overland Park, Kansas 66251 May 20, 2013 EX-99.62 Exhibit 99.62 SPRINT NEXTEL CORPORATION 6200 Sprint Parkway Overland Park, Kansas 66251 May 20, 2013 Clearwire Corporation 1475 120th Avenue Northeast Bellevue, Washington 98005 Attention: Chief Executive Officer Fax: (425) 505-6505 Ladies and Gentlemen: Reference is hereby made to that certain Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated as of December 17, 201 |
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| May 22, 2013 |
CLWR / Clearwire Corp / Mount Kellett Capital Management LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* CLEARWIRE CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 18538Q105 (CUSIP Number) Mr. Jonathan Fiorello Mount Kellett Capital Management LP 623 Fifth Avenue, 18th Floor New York, NY 10022 (21 |
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| May 22, 2013 |
Exhibit 99.2 Team - As you know, yesterday we received a revised offer from Sprint to acquire the approximately 50 percent stake in Clearwire it does not currently own for $3.40 per share. Today we announced that both our Special Committee and Board of Directors have approved the revised offer. Our Board also continues to recommend that stockholders vote their shares “FOR” all of the proposals rel |
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| May 22, 2013 |
CLWR / Clearwire Corp / SPRINT NEXTEL CORP - SC 13D/A Activist Investment SC 13D/A 1 d541972dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-1(a) (Amendment No. 2)* CLEARWIRE CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18538Q 105 (CUSIP Number) Michael |
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| May 22, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 22, 2013 |
clwr2ndamendmenttothemer SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Amendment”) to the Merger Agreement (defined below) is made as of May 21, 2013 by and among: Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Collie Acquisition Corp. |
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| May 21, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| May 21, 2013 |
Exhibit 99.2 To: Clearwire Employees Subject: Date Change - Special Meeting of Stockholders Hi everyone - We have just announced that we have rescheduled the date of our upcoming Special Meeting of Stockholders, which will now be held on Friday, May 31, 2013, at 10:30 a.m. Pacific time at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Wash 98007. This is an update to the date announc |
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| May 21, 2013 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a party other than the Registrant x Check appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy S |
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| May 21, 2013 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 21, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 21, 2013 |
Exhibit 99.2 From: Erik Prusch To: Clearwire Employees Subject: Revised Offer From Sprint Team - We have just confirmed that we have received a revised offer from Sprint to acquire the approximately 50 percent stake in Clearwire it does not currently own for $3.40 per share. Consistent with its fiduciary duties and in consultation with its financial and legal advisors, the Special Committee of our |
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| May 21, 2013 |
Clearwire Special Meeting of Stockholders Rescheduled for May 31, 2013 Exhibit 99.1 May 21, 2013 Clearwire Special Meeting of Stockholders Rescheduled for May 31, 2013 BELLEVUE, Wash., May 21, 2013 - Clearwire Corporation (NASDAQ: CLWR) (“Clearwire” or the “Company”) today announced that it has rescheduled the date of its upcoming Special Meeting of Stockholders, which will now be held on Friday, May 31, 2013, at 10:30 a.m. Pacific time at the Highland Community Cent |
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| May 21, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 21, 2013 |
Clearwire Receives Increased Offer from Sprint Exhibit 99.2 May 21, 2013 Clearwire Receives Increased Offer from Sprint Clearwire Plans to Adjourn Special Meeting of Stockholders; Reschedules Meeting for May 30, 2013 BELLEVUE, Wash., May 21, 2013 - Clearwire Corporation (NASDAQ: CLWR) (“Clearwire” or the “Company”) today confirmed that it has received a revised offer from Sprint (NYSE:S) to acquire the approximately 50 percent stake in the Com |
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| May 21, 2013 |
Clearwire Special Meeting of Stockholders Rescheduled for May 31, 2013 Exhibit 99.1 May 21, 2013 Clearwire Special Meeting of Stockholders Rescheduled for May 31, 2013 BELLEVUE, Wash., May 21, 2013 - Clearwire Corporation (NASDAQ: CLWR) (“Clearwire” or the “Company”) today announced that it has rescheduled the date of its upcoming Special Meeting of Stockholders, which will now be held on Friday, May 31, 2013, at 10:30 a.m. Pacific time at the Highland Community Cent |
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| May 21, 2013 |
Exhibit 99.2 To: Clearwire Employees Subject: Date Change - Special Meeting of Stockholders Hi everyone - We have just announced that we have rescheduled the date of our upcoming Special Meeting of Stockholders, which will now be held on Friday, May 31, 2013, at 10:30 a.m. Pacific time at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Wash 98007. This is an update to the date announc |
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| May 21, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2013 CLEARWIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-34196 56-2408571 (State or other jurisdiction (Commission File Number) (IRS Employ |
