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8-K - FORM 8-K - Clearwire Corp /DE | y80360e8vk.htm |
EX-3.1 - EX-3.1 - Clearwire Corp /DE | y80360exv3w1.htm |
EX-99.2 - EX-99.2 - Clearwire Corp /DE | y80360exv99w2.htm |
EX-10.1 - EX-10.1 - Clearwire Corp /DE | y80360exv10w1.htm |
Exhibit 99.1
Clearwire to Raise Over $1.5 Billion to Continue National
Expansion of 4G Mobile Internet Services
Expansion of 4G Mobile Internet Services
Sprint Nextel, Comcast, Time Warner Cable, Intel, Eagle River and Bright House Networks
Collectively Commit $1.564 Billion in Equity Financing
Collectively Commit $1.564 Billion in Equity Financing
Priced at $7.33 per Share and Subject to Customary Closing Conditions, New Financing Largely
Expected to Close in Q4 2009
Expected to Close in Q4 2009
Clearwire Launches Senior Secured Notes Offering to Retire Existing Debt and Significantly
Expand Future Borrowing Capacity
Expand Future Borrowing Capacity
KIRKLAND November 10, 2009 Clearwire Corporation, (NASDAQ: CLWR) announced today that it has
executed a definitive agreement to raise $1.564 billion in new investment capital from Sprint
Nextel Corporation, Comcast Corporation, Time Warner Cable Inc., Intel Corporation, Eagle River
Holdings, LLC and Bright House Networks, LLC in exchange for newly issued shares priced at $7.33
per share.
This additional level of strategic funding marks another important milestone in the progress of
Clearwire, and will enable us to maintain our leadership and aggressive 4G WiMAX network build
plans, said Bill Morrow, CEO of Clearwire. Todays news is also further validation of the
importance of our 4G network to our strategic investors. We all benefit from this robust, all-IP,
high-bandwidth network that delivers an unmatched combination of Internet speed and mobility.
Morrow continued, While we are very pleased to have every one of our investors, we are
particularly pleased and honored that Sprint Nextel, Comcast, Time Warner Cable, Intel, Eagle River
and Bright House Networks have decided to provide this additional round of strategic financing.
Together, we share a common vision of providing consumers and businesses with a new category of
Internet service capable of meeting the growing demand for mobile data.
Participants in the new round of equity financing include Sprint Nextel for $1.176 billion, Comcast
for $196 million, Time Warner Cable for $103 million, Intel for $50 million, Eagle River for $20
million and Bright House Networks for $19 million. Closing of the equity financing is subject to
certain closing conditions, including, with respect to a portion of the financing, the lapsing of
the time period required under applicable law for the effectiveness of the stockholder written
consent approving the transactions, which has been executed. Clearwire will receive approximately
$1.057 billion in cash from the equity financing within five business days, $440 million in cash
will be funded at a closing which is targeted to be completed by year end 2009, and the remaining
$66 million will be funded at a closing which is targeted to be completed during first quarter
2010.
The investors in the financing round will receive newly issued Class B Units/Class B Shares, which
will maintain pass through tax treatment for their investments. Newly issued Class B
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Units/Class B Shares will have the same economic and voting rights as existing Class B Units/Class
B Shares and equivalent voting rights as existing Class A Common Stock.
Clearwire also announced plans to launch an offering for a minimum of $1.45 billion in new Senior
Secured Notes with net proceeds to be used to pay off the companys existing $1.40 billion credit
facility. The Senior Secured Notes will be offered to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to non-U.S.
persons in accordance with Regulation S under the Securities Act.
Sprint Nextel and Comcast, which are debt investors under Clearwires existing facility, have
agreed to receive replacement debt on the same terms as the new offering, effectively allowing
Clearwire to raise an additional $240 million in capital assuming the new notes offering is fully
subscribed. Although specific terms are still to be finalized, the new debt offering is intended to
improve several of the Companys existing credit terms by extending maturity and establishing a
fixed interest rate. In addition, with an improved capital structure the Company expects to expand
its future borrowing capacity.
This press release is for informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any securities.
The Senior Secured Notes, Class B Shares and Class B Units have not been registered under the
Securities Act or any state securities laws and, unless so registered, may not be offered or sold
in the United States except pursuant to an applicable exemption from the registration requirements
of the Securities Act and applicable state securities laws.
Management Webcast
Clearwire will announce its third quarter 2009 financial results today. The financial release will
be posted at www.newsroom.clearwire.com at approximately 4 p.m. Eastern Time. Clearwires senior
leadership team will be holding a conference call and simultaneous webcast at 4:30 p.m. Eastern
Time (1:30 p.m. Pacific Time) today to discuss the companys 2009 third quarter earnings results.
The call is expected to last approximately 45 minutes. To access todays conference call, please
call 800.706.7741, or outside the United States please call 617.614.3471. The conference call
passcode is 34019620. The simultaneous webcast can be accessed via the Internet at
http://investors.clearwire.com. The conference call will be archived and available for replay until
approximately midnight Eastern Time (9 p.m. Pacific Time), on November 24, 2009. To access the
replay, please call 888-286-8010, or outside the United States dial 617-801-6888. The replay
passcode is 99358947.
About Clearwire
Clearwire Communications, LLC, an operating subsidiary of Clearwire Corporation (NASDAQ: CLWR),
offers a robust suite of advanced high-speed Internet services to consumers and businesses. As part
of a multi-year network build-out plan, Clearwires 4G service, called CLEAR, will be available in
major metropolitan areas across the U.S., and bring together an unprecedented combination of speed
and mobility. Clearwires open all-IP network, combined with significant spectrum holdings,
provides unmatched network capacity to deliver next generation broadband access. Strategic
investors in Clearwire include Intel Capital, Comcast, Sprint Nextel, Google, Time Warner Cable,
and Bright House Networks. Clearwire currently provides 4G service, utilizing WiMAX technology, in
24 markets and provides pre-WiMAX communications services in 37 markets across the U.S. and Europe.
The company also serves as the wholesale 4G network supplier for the next-generation wireless data
products offered by several strategic investors, including Sprint, Comcast, Time Warner Cable and
Bright House Networks. Headquartered in Kirkland, Wash., additional information about Clearwire is
available at www.clearwire.com.
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# # #
Contact Information:
Media/Industry Analyst Contact:
Susan Johnston
425.216.7913
Susan.johnston@clearwire.com
Susan Johnston
425.216.7913
Susan.johnston@clearwire.com
Investor Relations Contact:
Mary Ekman
425.216.7995
mary.ekman@clearwire.com
Mary Ekman
425.216.7995
mary.ekman@clearwire.com
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the securities laws.
The statements in this release regarding the planned financing transactions, plans for the
development and deployment of the first nationwide next-generation wireless broadband network based
on mobile WiMAX technology; the timing, availability, capabilities and coverage of our network,
including market launch plans; products and services to be offered on our network; planned
marketing and branding efforts and other statements that are not historical facts are
forward-looking statements. The words will, would, may, should, estimate, project,
forecast, intend, expect, believe, target, designed, plan and similar expressions are
intended to identify forward-looking statements. Forward-looking statements are projections
reflecting managements judgment and assumptions based on currently available information and
involve a number of risks and uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. These forward-looking statements are
subject to risks and uncertainties which can cause actual results to differ materially from those
currently anticipated, due to a number of factors which include, but are not limited to, downturns
in economic and market conditions, risks related to the completion of pending transactions,
including the new equity financing by our strategic investors and planned Senior Secured Notes
offering, increases in interest rates and operating costs, general volatility of the capital
markets, our ability to access the capital markets, changes in the competitive environment in our
industry and the markets where we invest, and other risk factors discussed in the sections entitled
Risk Factors in Clearwires Annual Report on Form 10-K filed on March 26, 2009 and its Quarterly
Report on Form 10-Q filed August 13, 2009. Clearwire believes the forward-looking statements in
this release are reasonable; however, you should not place undue reliance on forward-looking
statements, which are based on current expectations and speak only as of the date of this release.
Clearwire is not obligated to publicly release any revisions to forward-looking statements to
reflect events after the date of this release.
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