July 09, 2013
Sprint Completes Acquisition of Clearwire
OVERLAND PARK, Kan. & BELLEVUE, Wash. (BUSINESS WIRE), July 09, 2013 - Sprint (NYSE: S) today announced the successful completion of its transaction to acquire 100 percent ownership of Clearwire (NASDAQ: CLWR). The merger agreement was first announced on December 17, 2012 and Clearwire shareholders approved the transaction at a special meeting of stockholders held on July 8, 2013. The transaction closed and became effective today.
At the effective time, each share of Class A common stock of Clearwire automatically converted into the right to receive $5.00 per share in cash. As a result of the completion of the transaction, the common stock of Clearwire will no longer be listed for trading on the NASDAQ stock exchange and Clearwire expects no further trading after the close of business on July 9, 2013.
Also, under the terms of the Indenture, dated as of December 8, 2010, by and among Clearwire Communications LLC, Clearwire Finance, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee (the "8.25% Notes Indenture"), the transaction constitutes a Fundamental Change for the purposes of the 8.25% Notes Indenture with an Effective Date of July 9, 2013.
Citigroup Global Markets Inc. acted as financial advisor to Sprint and Skadden, Arps, Slate, Meagher & Flom LLP and King & Spalding LLP acted as counsel to Sprint. The Raine Group acted as financial advisor to SoftBank Corp. and Morrison Foerster LLP acted as counsel to SoftBank. Evercore Partners acted as financial advisor and Kirkland & Ellis LLP acted as counsel to Clearwire. Centerview Partners acted as financial advisor and Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A. acted as counsel to Clearwire's special committee. Blackstone Advisory Partners L.P. advised Clearwire on restructuring matters.