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): November 28, 2008
CLEARWIRE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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1-33349
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56-2408571 |
| (State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of Incorporation)
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Identification No.) |
4400 Carillon Point, Kirkland, WA 98033
(Address of Principal Executive Offices) (Zip Code)
(425) 216-7600
(Registrant’s Telephone Number, Including Area Code)
Not applicable.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 2.01. Completion of Acquisition or Disposition of Assets.
On November 28, 2008, Clearwire Corporation (the “Company”) consummated the transactions (the
“Transactions”) contemplated by the Transaction Agreement and Plan of Merger, dated as of May 7,
2008, as amended on November 21, 2008 (the “Transaction Agreement”), with Sprint Nextel
Corporation, a Kansas corporation (“Sprint”), Intel Corporation, a Delaware corporation (“Intel”),
Google Inc., a Delaware corporation (“Google”), Comcast Corporation, a Pennsylvania corporation
(“Comcast”), Time Warner Cable Inc., a Delaware corporation (“Time Warner Cable”), and Bright House
Networks, LLC, a Delaware limited liability company (“Bright House” and, together with Intel,
Google, Comcast and Time Warner Cable, the “Investors”).
Upon consummation of the Transactions (the “Closing”), the Company merged with and into one of
its wholly-owned subsidiaries, Clearwire Sub LLC, and thereby became an indirect, wholly-owned
subsidiary of New Clearwire Corporation (which then changed its name to Clearwire Corporation upon
the Closing) that will be listed on the NASDAQ Global Select Market under the ticker symbol CLWR
(“New Clearwire”). At the Closing, New Clearwire received (i) from Sprint, a contribution of
spectrum and certain other assets associated with the development and operations of Sprint’s WiMAX
business in exchange for non-voting equity interests in Clearwire Communications, LLC, a direct,
wholly-owned subsidiary of New Clearwire (“Clearwire Communications”), and $37,000 in cash as
consideration for 370 million shares of Class B Common Stock of New Clearwire; (ii) from the
Investors other than Google, an aggregate of $2.7 billion in cash as consideration for non-voting
equity interests in Clearwire Communications and 135 million shares of Class B Common Stock of New
Clearwire; and (iii) from Google, $500 million in cash as consideration for 25 million shares of
Class A Common Stock of New Clearwire. The number of shares of Class B Common Stock of New
Clearwire and non-voting equity interests of Clearwire Communications is subject to post-closing
adjustment as set forth in the Transaction Agreement. A copy of the Transaction Agreement was
previously filed as Exhibit 2.1 to New Clearwire’s Registration Statement on Form S-4, originally
filed on August 22, 2008.
At
the Closing, New Clearwire and Clearwire Communications also entered
into several commercial agreements with Sprint and certain of the Investors relating to, among
other things, access rights to towers that Sprint owns or leases, resales by Clearwire
Communications and certain Investors of bundled second generation and third generation wireless
communications, resales by Sprint and certain Investors of Clearwire Communications’ fourth
generation wireless communications (“4G”) services, most favored reseller status with respect to
economic and non-economic terms of certain service agreements, collective development of new 4G
services, creation of desktop and mobile applications on New Clearwire’s network, the embedding of
WiMAX chips into various of New Clearwire’s network devices and the development of Internet
services and protocols.
ITEM 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing
On November 28, 2008, in connection with the consummation of the Transactions, the Company
filed a Form 25 with the Securities and Exchange Commission (“SEC”) to complete the voluntary
delisting of its common stock from the NASDAQ Stock Market, which will become effective 10 days
after the filing date. When that occurs, the Company intends to file a Form 15 with the SEC to
suspend its obligation to file reports under the Securities Exchange Act of 1934.
ITEM 7.01. Regulation FD Disclosure
On November 28, 2008, the Company issued a press release announcing the closing of the
transactions described above. A copy of the Company’s press release is attached as Exhibit 99.1 to
this Form 8-K.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
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99.1 |
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Press Release dated November 28, 2008 |