Clearwire 2009 Annual Report Download - page 14

p
roceeds from the Private Placement of approximately
$
66.5 million are expected to close by early March 2010. We
r
efer to this completion of the Private Placement as the Third Investment Closin
g
. Additionall
y
, on November 24,
2009 Clearwire Communications completed an offering of its 12% senior secured notes due 201
5
with an aggregat
e
p
rincipal amount of approximately
$
1.85 billion (including the Rollover Notes), followed by a second offering o
f
t
he 12% senior secured notes due 2015 that closed on December 9, 2009 for an additional $920 million, which w
e
c
o
ll
ect
i
ve
l
yre
f
er to as t
h
e Sen
i
or Secure
d
Notes. T
h
eo
ff
er
i
ng o
f
t
h
e Sen
i
or Secure
d
Notes a
ll
owe
d
us to ret
i
re our
d
e
b
tun
d
er our pr
i
or Sen
i
or Term Loan Fac
ili
ty
.
As required under the Investment Agreement, Clearwire has also commenced a rights offering, pursuant t
o
which ri
g
hts to purchase shares of Clearwire Class A common stock, par value
$
0.0001 per share, which we refer t
o
as Class A Common Stock, were
g
ranted to each holder of Class A Common Stock as of December 17, 2009, whic
h
we refer to as the Rights Offering. Each right is exercisable for approximately 0.4336 shares of Class A Common
S
tock at a subscription price of
$
7.33 per share, which we refer to as the Ri
g
hts Offerin
g
Price. The ri
g
hts are
e
xercisable and freel
y
transferable b
y
holders throu
g
h June 21, 2010. The Participatin
g
Equit
y
holders and Goo
g
l
e
waived their respective ri
g
hts to participate in the Ri
g
hts Offerin
g
with respect to shares of Class A Common Stoc
k
th
ey eac
hh
o
ld
as o
f
t
h
e app
li
ca
bl
e recor
dd
ate.
We intend to use the aggregate of
$
1.564 billion of proceeds from the Private Placement and any proceeds o
f
th
eR
igh
ts O
ff
er
i
n
g
,
f
or
g
enera
l
corporate purposes,
i
nc
l
u
di
n
g
t
h
e
d
ep
l
o
y
ment o
f
our 4G mo
bil
e
b
roa
db
an
d
n
etwor
k
s, an
d
to pa
yf
ees an
d
expenses assoc
i
ate
d
w
i
t
h
t
h
eR
igh
ts O
ff
er
i
n
g
an
d
t
h
e Equ
i
t
yh
o
ld
er Investments. T
he
c
losing of the remaining portion of the Private Placement is subject to certain customary closing conditions
.
Followin
g
the Transactions and the Private Placement, the Participatin
g
Equit
y
holders own shares of
Clearwire Class B common stock, par value
$
0.0001 per share, which we refer to as Class B Common Stock
.
C
l
ass B Common Stoc
kh
as equa
l
vot
i
ng r
i
g
h
ts to our C
l
ass A Common Stoc
k
,
b
ut
h
as on
l
y
li
m
i
te
d
econom
i
cr
i
g
h
ts
.
U
nlike the holders of Class A Common Stock, the holders of Class B Common Stock have no ri
g
ht to dividends an
d
n
or
i
g
h
t to any procee
d
son
li
qu
id
at
i
on ot
h
er t
h
an t
h
e par va
l
ue o
f
t
h
eC
l
ass B Common Stoc
k
.T
h
e Part
i
c
i
pat
i
ng
Equ
i
ty
h
o
ld
ers
h
o
ld
t
h
e econom
i
cr
i
g
h
ts assoc
i
ate
d
w
i
t
h
t
h
e
i
rC
l
ass B Common Stoc
k
t
h
roug
h
owners
hi
po
f
C
l
ass B
n
on-votin
g
equit
y
interests of Clearwire Communications, which we refer to as Clearwire Communications Class B
Common Interests. Each share of Class B Common Stock
p
lus one Clearwire Communications Class B Common
Interest
i
s convert
ibl
e
i
nto one s
h
are o
f
C
l
ass A Common Stoc
k
. Goo
gl
ean
d
,tot
h
e extent o
f
t
h
e
i
r
h
o
ldi
n
g
s
i
nO
ld
C
l
earw
i
re, Inte
l
an
d
Ea
gl
eR
i
ver
h
o
ld
our C
l
ass A Common Stoc
k
.
I
nc
l
u
di
ng t
h
e Transact
i
ons, t
h
eF
i
rst Investment C
l
os
i
ng an
d
t
h
e Secon
d
Investment C
l
os
i
ng, t
h
e owners
hip
i
nterests of the Sprint, the Investors and Ea
g
le River in Clearwire as of December 31, 2009 were as follows
:
•S
p
rint held 524,732,533 shares of Class B Common Stock and an e
q
uivalent number of Clearwir
e
C
ommunications Class B Common Interests, representin
g
approximatel
y
56.4% of the votin
g
power o
f
C
learwire
.
• Goo
g
le held 29,411,76
5
shares of Class A Common Stock, representin
g
approximatel
y
3.1% of the votin
g
power o
f
C
l
earw
i
re.
• Intel held 6
5
,3
5
4,820 shares of Class B Common Stock, an e
q
uivalent number of Clearwire Communi-
c
ations Class B Common Interests, and 36,666,666 previously purchased shares of Class A Common Stock,
to
g
et
h
er represent
i
n
g
approx
i
mate
ly
11.0% o
f
t
h
e vot
i
n
g
power o
f
C
l
earw
i
re
.
• Time Warner Cable held 45,807,398 shares of Class B Common Stock and an equivalent number of
C
learwire Communications Class B Common Interests, representin
g
approximatel
y
4.9% of the votin
g
p
ower of Clearwire.
• Comcast held 87,3
6
7,3
6
2 shares of Class B Common Stock and an e
q
uivalent number of Clearwire
C
ommunications Class B Common Interests, representing approximately 9.4% of the voting power o
f
Cl
ear
wi
re
.
• Bright House held 8,364,243 shares of Class B Common Stock and an equivalent number of Clearwire
C
ommun
i
cat
i
ons C
l
ass B Common Interests, represent
i
ng approx
i
mate
l
y 0.9% o
f
t
h
e vot
i
ng power o
f
C
learwire
.
4