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8-K - FORM 8-K - Clearwire Corp /DE | v57516e8vk.htm |
EX-99.2 - EX-99.2 - Clearwire Corp /DE | v57516exv99w2.htm |
Exhibit 99.1
Clearwire Communications LLC Announces Plans to Raise Over $1.1 billion
KIRKLAND, Wash. December 2, 2010 Clearwire Corporation (NASDAQ: CLWR) today announced that
its operating subsidiary Clearwire Communications LLC (Clearwire Communications) plans to raise
over $1.1 billion through the offering of debt securities in private placement transactions.
Clearwire Communications is offering $175.0 million first-priority senior secured notes due 2015,
$500.0 million of second-priority secured notes due 2017 and $500.0 million of exchangeable
notes due 2040 and will grant the initial purchasers of the exchangeable notes an option to
purchase up to an additional $100.0 million of exchangeable notes. Upon exchange, Clearwire
Communications may deliver either shares of Class A Common Stock of Clearwire Corporation or cash.
Certain stockholders of Clearwire Corporation that hold equity securities representing approximately 85%
of Clearwire Corporations voting power have pre-emptive rights for 30 days from the date of the offering
memorandum for the exchangeable notes that entitle such stockholders to purchase their pro rata share (based
upon voting power) of all exchangeable notes issued. Clearwire Corporation has received waivers from stockholders holding approximately 31%
of the voting power. The remaining pre-emptive rights, if exercised, could result in Clearwire Communications issuing up to an additional
approximately $584.6 million in exchangeable notes (assuming no exercise of the applicable initial purchasers over-allotment option).
Clearwire Corporation is not aware whether all or any of these rights will be exercised.
The first lien notes will be issued under the indenture dated November 24, 2009 governing Clearwire
Communications existing $1.85 billion of secured notes issued in November 2009.
Clearwire intends to use the net proceeds from the offering of the notes for working capital and for general corporate purposes,
including capital expenditures.
The 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. The notes 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.
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.
About Clearwire
Clearwire Corporation (NASDAQ: CLWR), through its operating subsidiaries, is a leading provider of
wireless broadband services. Clearwires 4G mobile broadband network today serves 68 markets,
including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington,
D.C., Atlanta and Boston, and provides coverage in areas of the U.S. where approximately 103
million people live, and the company plans to continue to expand its 4G coverage. Clearwires open
all-IP network, combined with significant spectrum holdings, provides an unprecedented combination
of speed and mobility to deliver next generation broadband access. The company markets its 4G
service through its own brand called CLEAR® as well as through its wholesale relationships with
Sprint, Comcast and Time Warner Cable. Strategic investors include Intel Capital, Comcast, Sprint,
Google, Time Warner Cable, and Bright House Networks. Clearwire is headquartered in Kirkland, Wash.
Additional information is available at www.clearwire.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release, and other written and oral statements made by Clearwire from time to time,
contain forward-looking statements which are based on managements current expectations and
beliefs, as well as on a number of assumptions concerning future events made with information that
is currently available. Forward-looking statements may include, without limitation, managements
expectations regarding future financial and operating performance and financial condition; proposed
transactions; network development and market launch plans; strategic plans and objectives; industry
conditions; the strength of the balance sheet; and liquidity and financing needs. 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. Readers are cautioned not to put undue reliance on such forward- looking statements,
which are not a guarantee of performance and are subject to a number of uncertainties and other
factors, many of which are outside of Clearwires control, which could cause actual results to
differ materially and adversely from such 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 offerings, 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 February 24, 2010 and its Quarterly Report on Form
10-Q filed November 4, 2010. 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.
Source: Clearwire Corporation
Clearwire Contacts
Investor Relations:
Paul Blalock, 425-636-5828
paul.blalock@clearwire.com
Media Relations:
Susan Johnston, 425-216-7913
susan.johnston@clearwire.com
JLM Partners for Clearwire
Mike DiGioia or Jeremy Pemble, 206-381-3600
mike@jlmpartners.com or jeremy@jlmpartners.com
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