UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
Clearwire
Corporation
(Name of Issuer)
Class
A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
18538Q105
(CUSIP Number)
Mr. Jonathan Fiorello
Mount Kellett Capital Management LP
623 Fifth Avenue, 18th Floor
New York, NY 10022
(212) 588-6100
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with a copy to each of:
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Robert G. Minion, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas, 17th Floor
New York, NY 10020
(646) 414-6930
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Stuart D. Freedman, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 756-2407
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(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January
16, 2013
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed
a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of
§§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
o
Note
: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See
§
240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed”
for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Cusip No.
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18538Q105
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
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Mount Kellett Capital Management LP
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions):
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
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Not Applicable
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6.
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Citizenship or Place of Organization: State of Delaware
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Number of
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7.
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Sole Voting Power:
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53,188,166*
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Shares Beneficially
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8.
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Shared Voting Power:
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0
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Owned by
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Each Reporting
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9.
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Sole Dispositive Power:
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53,188,166*
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Person With
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10.
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Shared Dispositive Power:
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0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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53,188,166*
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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(See Instructions): Not Applicable
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13.
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Percent of Class Represented by Amount in Row (11):
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7.7%*
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14.
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Type of Reporting Person (See Instructions): IA
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*As of January 17, 2013 (the “
Filing Date
”), certain funds and accounts (collectively,
the “
Funds
”) affiliated with Mount Kellett Capital Management LP, a Delaware limited partnership (the “
Reporting
Person
”), hold 53,188,166 shares of Class A Common Stock, par value $0.0001 per share (the “
Class A Common Shares
”),
of Clearwire Corporation, a Delaware corporation (the “
Company
”). The Reporting Person, through one or more
intermediate entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company
held by the Funds. Based on the Agreement and Plan of Merger, dated as of December 17, 2012, attached as an exhibit to a Form 8-K
Current Report filed by the Company with the U.S. Securities and Exchange Commission on December 18, 2012, as of December 13, 2012,
there were 691,314,595 Class A Common Shares issued and outstanding. Thus, for the purposes of Rule 13d-3 under the Securities
Exchange Act of 1934, the Reporting Person is deemed to beneficially own 7.7% of the Class A Common Shares issued and outstanding
as of the Filing Date.
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Item 4.
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Purpose of Transaction
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Item 4 is hereby amended
by adding the following after the thirteenth paragraph thereof:
On January 16, 2013,
the Reporting Person, on behalf of the Funds, (i) delivered a letter (the “
January 16 Stockholder Letter
”) to
the Special Committee and (ii) issued a press release regarding the January 16 Stockholder Letter (the “
January 16 Press
Release
”). A copy of each of the January 16 Stockholder Letter and the January 16 Press Release is attached to this Schedule
13D as
Exhibit 7.5
and
Exhibit 7.6
, respectively.
In the January 16 Stockholder
Letter, among other things, the Reporting Person states that the Special Committee, in breach of its fiduciary duties owed to the
Company’s stockholders, capitulated to Sprint’s demand to sell the Company at a grossly inadequate price. In addition,
the Reporting Person states that both the Special Committee and the Company’s board of directors, in breach of their fiduciary
duties owed to the Company’s stockholders, failed to (a) conduct a vigorous process to monetize the Company’s excess
spectrum and (b) adequately explore other financing alternatives available to the Company instead of accepting Sprint’s coercive
and highly dilutive convertible debt financing.
The Reporting Person
further states that the failure of the Special Committee to properly exercise its fiduciary duties has resulted in massive stockholder
dissatisfaction, litigation by a substantial stockholder, and the near certain outcome that the Sprint transaction will not be
approved by the Company’s stockholders.
In light of these circumstances,
the Reporting Person believes that the Special Committee must thoroughly and thoughtfully evaluate the proposal from DISH Network
Corporation (“
DISH Network
”), including how to address certain obstacles to the DISH Network proposal that have
been asserted by Sprint. In addition, the Reporting Person believes that the Special Committee must avoid hasty actions and other
mistakes that have previously jeopardized the opportunity for the Company’s minority stockholders to realize a substantial
improvement in the consideration for their shares.
The Reporting Person
remains available to the Special Committee to discuss the critical issues raised in the January 16 Stockholder Letter.
The descriptions of the
January 16 Stockholder Letter and the January 16 Press Release set forth above are qualified in their entirety by reference to
the copy of the January 16 Stockholder Letter and the January 16 Press Release that are attached to this Schedule 13D Amendment
No. 2 as exhibits pursuant to Item 7 hereof.
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Item 5.
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Interest in Securities of the Issuer
.
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Item 5 is hereby amended
and restated in its entirety as follows:
As of January 17, 2013
(the “
Filing Date
”), the Funds hold 53,188,166 Class A Common Shares. The Reporting Person, through one or more
intermediate entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company
held by the Funds. Based on the Agreement and Plan of Merger, dated as of December 17, 2012, attached as an exhibit to a Form 8-K
Current Report filed by the Company with the U.S. Securities and Exchange Commission on December 18, 2012, as of December 13, 2012,
there were 691,314,595 Class A Common Shares issued and outstanding. Thus, for the purposes of Rule 13d-3 under the Securities
Exchange Act of 1934, the Reporting Person is deemed to beneficially own 7.7% of the Class A Common Shares issued and outstanding
as of the Filing Date.
There were no transactions
in the Class A Common Shares (or securities convertible into, exercisable for or exchangeable for Class A Common Shares) by the
Reporting Person or any other person or entity controlled by Reporting Person, or any person or entity for which the Reporting
Person possesses voting or investment control, during the period commencing sixty (60) days prior to January 16, 2013, the date
of the event which required the filing of this Schedule 13D Amendment No. 2, and ending on the Filing Date.
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Item 7.
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Material to be Filed as Exhibits
.
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7.5 Stockholder Letter,
dated January 16, 2013, from the Reporting Person, on behalf of the Funds, to the Special Committee.
7.6 Press Release,
dated January 16, 2013, from the Reporting Person, on behalf of the Funds.
Signature
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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January 17, 2013
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MOUNT KELLETT CAPITAL MANAGEMENT LP
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By:
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Mount Kellett Capital Management GP LLC,
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its general partner
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By:
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/s/ Jonathan Fiorello
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Jonathan Fiorello
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Chief Operating Officer
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Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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