Clearwire Plots $1.1B Debut Offering

Also announces nomination of three candidates to company’s board of directors

December 2, 2010

2 Min Read

KIRKLAND, Wash. -- 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 Corporation’s 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 31% of the voting power. The remaining pre-emptive rights, if exercised, could result in Clearwire Communications issuing up to an additional $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.

In a separate release:

KIRKLAND, Wash. -- Clearwire Corporation (NASDAQ: CLWR), a leading provider of wireless broadband services and operator of the first 4G network in the country, today announced that Sprint has nominated William R. Blessing, Mufit Cinali and Hossein Eslambolchi for election to the Clearwire Corporation board of directors. Their election is expected to occur at the next meeting of the board on December 10, 2010.

“We are pleased to have such a talented and seasoned group of senior executives nominated to join our board of directors as we continue to expand our 4G subscriber base and deliver value to both our customers and shareholders,” said Bill Morrow, Clearwire CEO.

Clearwire LLC (Nasdaq: CLWR)

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