Clearwire to Raise Over $1.5 Billion to Continue National Expansion of 4G Mobile Internet Services
Sprint Nextel, Comcast, Time Warner Cable, Intel, Eagle River and Bright
House Networks Collectively Commit $1.564 Billion in Equity Financing
Priced at $7.33 Per Share and Subject to Customary Closing Conditions, New
Financing Largely Expected to Close in Q4 2009
Clearwire Launches Senior Secured Notes Offering to Retire Existing Debt and
Significantly Expand Future Borrowing Capacity
KIRKLAND, Wash.-- Nov. 10, 2009-- Clearwire Corporation, (NASDAQ: CLWR)
announced today that it has executed a definitive agreement to raise $1.564
billion in new investment capital from Sprint Nextel Corporation, Comcast
Corporation, Time Warner Cable Inc., Intel Corporation, Eagle River Holdings,
LLC and Bright House Networks, LLC in exchange for newly issued shares priced at
$7.33 per share.
"This additional level of strategic funding marks another important milestone in
the progress of Clearwire, and will enable us to maintain our leadership and
aggressive 4G WiMAX network build plans," said Bill Morrow, CEO of Clearwire.
"Today's news is also further validation of the importance of our 4G network to
our strategic investors. We all benefit from this robust, all-IP, high-bandwidth
network that delivers an unmatched combination of Internet speed and mobility."
Morrow continued, "While we are very pleased to have every one of our investors,
we are particularly pleased and honored that Sprint Nextel, Comcast, Time Warner
Cable, Intel, Eagle River and Bright House Networks have decided to provide this
additional round of strategic financing.
Together, we share a common vision of providing consumers and businesses with a
new category of Internet service capable of meeting the growing demand for
mobile data."
Participants in the new round of equity financing include Sprint Nextel for
$1.176 billion, Comcast for $196 million, Time Warner Cable for $103 million,
Intel for $50 million, Eagle River for $20 million and Bright House Networks for
$19 million. Closing of the equity financing is subject to certain closing
conditions, including, with respect to a portion of the financing, the lapsing
of the time period required under applicable law for the effectiveness of the
stockholder written consent approving the transactions, which has been executed.
Clearwire will receive approximately $1.057 billion in cash from the equity
financing within five business days, $440 million in cash will be funded at a
closing which is targeted to be completed by year end 2009, and the remaining
$66 million will be funded at a closing which is targeted to be completed during
first quarter 2010.
The investors in the financing round will receive newly issued Class B
Units/Class B Shares, which will maintain pass through tax treatment for their
investments. Newly issued Class B Units/Class B Shares will have the same
economic and voting rights as existing Class B Units/Class B Shares and
equivalent voting rights as existing Class A Common Stock.
Clearwire also announced plans to launch an offering for a minimum of $1.45
billion in new Senior Secured Notes with net proceeds to be used to pay off the
company's existing $1.40 billion credit facility. The Senior Secured 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.
Sprint Nextel and Comcast, which are debt investors under Clearwire's existing
facility, have agreed to receive replacement debt on the same terms as the new
offering, effectively allowing Clearwire to raise an additional $240 million in
capital assuming the new notes offering is fully subscribed. Although specific
terms are still to be finalized, the new debt offering is intended to improve
several of the Company's existing credit terms by extending maturity and
establishing a fixed interest rate. In addition, with an improved capital
structure the Company expects to expand its future borrowing capacity.
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.
The Senior Secured Notes, Class B Shares and Class B Units 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.
About Clearwire
Clearwire Communications, LLC, an operating subsidiary of Clearwire Corporation
(NASDAQ: CLWR), offers a robust suite of advanced high-speed Internet services
to consumers and businesses. As part of a multi-year network build-out plan,
Clearwire's 4G service, called CLEART, will be available in major metropolitan
areas across the U.S., and bring together an unprecedented combination of speed
and mobility. Clearwire's open all-IP network, combined with significant
spectrum holdings, provides unmatched network capacity to deliver next
generation broadband access. Strategic investors in Clearwire include Intel
Capital, Comcast, Sprint Nextel, Google, Time Warner Cable, and Bright House
Networks. Clearwire currently provides 4G service, utilizing WiMAX technology,
in 24 markets and provides pre-WiMAX communications services in 37 markets
across the U.S. and Europe. The company also serves as the wholesale 4G network
supplier for the next-generation wireless data products offered by several
strategic investors, including Sprint, Comcast, Time Warner Cable and Bright
House Networks. Headquartered in Kirkland, Wash., additional information about
Clearwire is available at www.clearwire.com.
