SPECIAL MEETING OF STOCKHOLDERS
OF
CLEARWIRE CORPORATION
SUPPLEMENT
TO THE
PROXY STATEMENT
OF
CREST FINANCIAL LIMITED
AND
CREST INVESTMENT COMPANY
SOLICITATION OF PROXIES IN OPPOSITION TO
MATTERS RELATING TO THE PROPOSED MERGER OF
CLEARWIRE CORPORATION WITH
SPRINT NEXTEL CORPORATION
This is a supplement (this
Supplement
) to the Proxy Statement (the
Proxy Statement
) first sent or
given to stockholders of Clearwire Corporation (
Clearwire
) on or about May 6, 2013 by Crest Financial Limited, a Texas limited partnership (
CFL
), and Crest Investment Company, a Texas corporation
(
CIC
and, together with CFL,
Crest
), for use at the special meeting of stockholders of Clearwire originally scheduled to be held on May 21, 2013 and currently scheduled to be reconvened on May 31,
2013, at 10:30 a.m., Pacific Daylight Time at the Highland Center, 14224 Bel-Red Road, Bellevue, WA 98007, and at any continuation, adjournment or postponement thereof (the
Special Meeting
), relating to the proposed merger (the
Proposed Sprint-Clearwire Merger
) of Clearwire with Sprint Nextel Corporation (
Sprint
).
This Supplement is being sent to you because on May 21, 2013, the parties entered into an Amendment (the
Amendment
) to the Agreement and Plan of Merger dated as of December 17, 2012, and amended as of April 18, 2013, by and among Sprint, Collie Acquisition Corp., a wholly-owned subsidiary of Sprint, and Clearwire (as
amended from time to time, including as amended by the Amendment, the
Merger Agreement
). Pursuant to the Amendment, the proposed merger consideration payable to the stockholders of Clearwire was increased from $2.97 per share to
$3.40 per share (the
Revised Merger Consideration
).
This Supplement provides information about the
Amendment and updates the Proxy Statement. The information provided in the Proxy Statement continues to apply, except as described in this Supplement. To the extent information in this Supplement differs from, updates or conflicts with information
contained in the Proxy Statement, the information in this Supplement is the more current information and supersedes the information in the Proxy Statement. All references herein to the Proxy Statement shall be deemed to be references to the Proxy
Statement, as supplemented by this Supplement, and all references herein to the Clearwire Proxy Statement shall be deemed to be references to the Clearwire Proxy Statement, as supplemented by the supplement to the Clearwire Proxy Statement dated
May 22, 2013 (the
Clearwire Supplement
). Notwithstanding the generality of the foregoing, and for the avoidance of doubt only, all references throughout the Proxy Statement to the Merger Agreement shall be deemed to refer to
the Merger Agreement, as amended by the Amendment, all references throughout the Proxy Statement to Sprints proposed merger consideration shall be deemed to refer to the Revised Merger Consideration, and all references throughout the Proxy
Statement to disclosures in the Clearwire Proxy Statement shall be deemed to refer to the corresponding disclosures in the Clearwire Supplement. Capitalized terms used in this Supplement and not otherwise defined herein shall have the same meaning
as the terms used in the Proxy Statement.
You should carefully read this Supplement and the entire Proxy Statement to
fully understand the Proposed Sprint-Clearwire Merger and the related Clearwire Special Meeting Proposals. The information contained in this Supplement replaces and supersedes any inconsistent information set forth in the Proxy Statement.
The Board of Directors of Clearwire (the
Clearwire Board
) has established the close of business on
April 2, 2013 as the record date (the
Record Date
) for determining those stockholders who will be entitled to notice of, and to vote at, the Special Meeting. A proxy may be given by any person who held shares of Clearwire
Common Stock on the Record Date.
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We urge you to vote
AGAINST
the Proposed Sprint-Clearwire Merger by
voting
AGAINST
all Clearwire Special Meeting Proposals.
For your convenience, we have enclosed a
GOLD
proxy card with this Supplement. If you have already voted your shares on the
GOLD
proxy card, you do not need to vote again. Your latest-dated proxy is the only one that counts, so you may return the
GOLD
proxy card even
if you have already delivered any other proxy. Please do not return any white proxy card sent to you by Clearwire. If you have already returned a white proxy card sent to you by Clearwire, that card will be automatically revoked if you complete and
return the enclosed
GOLD
proxy card. Whether or not you plan to attend the Special Meeting, you are urged to sign and date the enclosed
GOLD
proxy card and return it in the postage-paid envelope provided.
This Supplement is dated May 23, 2013 and is first being sent or given to stockholders of Clearwire on or about May 24, 2013.
This solicitation is being made by Crest and not by or on behalf of the Clearwire Board.
If you have any questions concerning this Supplement or the Proxy Statement or would like additional copies, please contact:
D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Toll Free: 1-800-949-2583
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE PROPOSED SPRINT-CLEARWIRE MERGER,
PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE PROPOSED SPRINT-CLEARWIRE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS SUPPLEMENT.
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BACKGROUND OF THIS SOLICITATION
The section Background of the Solicitation of the Proxy Statement is updated to add the following events:
On May 3, 2013, Crest filed with the Securities and Exchange Commission (the
SEC
) the Proxy Statement and
accompanying proxy card. On May 6, 2013, Crest issued a press release (the
May 6 Press Release
) related to the filing of the Proxy Statement and accompanying proxy card. On or about May 6, 2013, Crest mailed the Proxy
Statement and accompanying proxy card, along with a letter (the
May 6 Letter to Stockholders
), to the stockholders of Clearwire. On the same date, Crest filed a Schedule 14A (as Definitive Additional Materials) related to the
May 6 Press Release and the May 6 Letter to Stockholders. The next day, on May 7, 2013, Crest filed an Amendment No. 10 to the Schedule 13D related to the filing of the Proxy Statement, the May 6 Letter to Stockholders and
the May 6 Press Release, disclosing a beneficial ownership of approximately 8.25% of Class A Common Stock.
On
May 3, 2013, Mount Kellett Capital Management LP, Highside Capital Management, L.P., Highside Management, LLC, Glenview Capital Management, LLC, Chesapeake Partners Management Co., Inc., C P Management, L.L.C., and certain individuals
affiliated with the foregoing entities (the
Stockholder Group
) filed a Schedule 13D, disclosing an agreement of the Stockholder Group to oppose the Proposed Sprint-Clearwire Merger at a price of $2.97 per share and a
beneficial ownership of approximately 18.2% of Class A Common Stock. The Stockholder Group is not affiliated with Crest.
On May 8, 2013, Crest filed a Schedule 14A (as Definitive Additional Materials) related to a presentation to stockholders of
Clearwire (the
Presentation to Stockholders
). The next day, on May 9, 2013, Crest issued a press release (the
May 9 Press Release
) related to the Presentation to Stockholders. On the same date, Crest filed
a Schedule 14A (as Definitive Additional Materials) related to the May 9 Press Release and an Amendment No. 11 to the Schedule 13D related to the Presentation to Stockholders and the May 9 Press Release, disclosing a beneficial
ownership of approximately 8.25% of Class A Common Stock.
On May 10, 2013, Crest issued a press release (the
May 10 Press Release
). On the same date, Crest filed a Schedule 14A (as Definitive Additional Materials) related to the May 10 Press Release. On May 13, 2013, Crest filed an Amendment No. 12 to the Schedule 13D
related to the May 10 Press Release, disclosing a beneficial ownership of approximately 8.25% of Class A Common Stock.
On May 16, 2013, Crest sent a letter to stockholders of Clearwire (the
May 16 Letter to Stockholders
) and issued a press release related thereto (the
May 16 Press
Release
). On the same date, Crest filed a Schedule 14A (as Definitive Additional Materials) related to the May 16 Letter to Stockholders and the May 16 Press Release. The next day, on May 17, 2013, Crest sent a letter to
stockholders of Clearwire (the
May 17 Letter to Stockholders
) and issued a press release related thereto (the
May 17 Press Release
). On the same date, Crest filed a Schedule 14A (as Definitive Additional
Materials) related to the May 17 Letter to Stockholders and the May 17 Press Release and filed an Amendment No. 13 to the Schedule 13D related to the May 16 Letter to Stockholders, the May 16 Press Release, the May 17
Letter to Stockholders and the May 17 Press Release, disclosing a beneficial ownership of approximately 8.25% of Class A Common Stock.
On May 20, 2013, Crest sent a letter to stockholders of Clearwire (the
May 20 Letter to Stockholders
), sent a letter to the Clearwire Board (the
May 20 Letter to the
Board
) and issued a press release related to the May 20 Letter to Stockholders and the May 20 Letter to the Board (the
May 20 Press Release
). On the same date, Crest filed a Schedule 14A (as Definitive
Additional Materials) and an Amendment No. 14 to the Schedule 13D related to the May 20 Letter to Stockholders, the May 20 Letter to the Board and the May 20 Press Release, disclosing a beneficial ownership of approximately 8.25%
of Class A Common Stock.
On May 21, 2013, Clearwire adjourned the Special Meeting originally scheduled to be held
on that date and announced that the Special Meeting would be reconvened on May 31, 2013.
On May 21, 2013, Crest
sent a letter to stockholders of Clearwire (the
May 21 Letter to Stockholders
), sent a letter to the Clearwire Board (the
May 21 Letter to the Board
) and issued a press release related to the May 21 Letter
to Stockholders and the May 21 Letter to the Board (the
May 21 Press Release
). On the same date, Crest filed a Schedule 14A (as Definitive Additional Materials) related to the May 21 Letter to Stockholders, the
May 21 Letter to the Board and the May 21 Press Release. The next day, on May 22, 2013, Crest filed an Amendment No. 15 to the Schedule 13D related to the May 21 Letter to Stockholders, the May 21 Letter to the Board
and the May 21 Press Release, disclosing a beneficial ownership of approximately 8.25% of Class A Common Stock.
On
May 22, 2013, Clearwire announced that the parties to the Merger Agreement entered into the Amendment and filed the Clearwire Supplement.
On May 22, 2013, the Stockholder Group filed an Amendment No. 1 to their Schedule 13D, disclosing an agreement of the Stockholder Group to oppose the Proposed Sprint-Clearwire Merger at a price
of $3.40 per share and a beneficial ownership of approximately 18.2% of Class A Common Stock.
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REASONS TO VOTE
AGAINST
THE CLEARWIRE SPECIAL MEETING PROPOSALS
The following information supplements and, where applicable, replaces the corresponding questions and answers in the
section Reasons To Vote
Against
the Clearwire Special Meeting Proposals of the Proxy Statement.
Crest continues to solicit proxies from holders of shares of Clearwire Common Stock in opposition to the Proposed Sprint-Clearwire Merger and specifically
AGAINST
each of the
Clearwire Special Meeting Proposals.
Merger Agreement Proposal
. Crest opposes the Proposed Sprint-Clearwire
Merger because Crest believes that it would be better for Clearwire to remain a stand-alone company and explore alternative transactions. This opinion is based upon the following factors:
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Clearwire should not be locked-up until the contest for control of Sprint between is resolved because both DISH and SoftBank suggested in public
statements that ownership of Clearwire is among the primary reasons for their desire to acquire control of Sprint. A rejection of the Proposed Sprint-Clearwire Merger and termination of the Merger Agreement would free Clearwire of the Merger
Agreements restrictive covenants and would enable it to conduct a direct competitive bidding process for Clearwire.
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The valuations of the financial advisors of the Clearwire Board, Evercore Group, L.L.C. (
Evercore
), and of its Special Committee,
Centerview Partners LLC (
Centerview
), suggested that the implied equity value of Clearwire could be significantly higher than the $3.40 offered by Sprint. According to the Clearwire Supplement, Evercore and Centerview prepared,
among other things, discounted cash flow analyses for two sets of projections provided by Clearwires management. One set of projections, which each of these advisors referred to as the SCC, was based on the assumption that Sprint will continue
to be Clearwires only primary wholesale customer. The other set of projections, which each of these advisors referred to as the MCC, was based on the assumption that Clearwire will be able to source additional large wholesale customers in
addition to Sprint. These analyses resulted in an implied equity value range of approximately ($1.91) to $3.14 per share based on the SCC and $3.81 to $16.76 per share based on the MCC according to Evercore and approximately ($2.26) to $0.68 per
share based on the SCC and $3.23 to $13.92 per share based on the MCC according to Centerview. Other various financial analyses performed by Evercore and Centerview resulted in ranges of an implied equity value of $1.31 to $3.91 per share (according
to Evercore) and $1.55 to $3.75 per share (according to Centerview). For more information regarding the financial analyses performed by Evercore and Centerview, please see Special FactorsOpinion of Financial Advisor to the Special
Committee and Special FactorsOpinion of Financial Advisor to the Board of Directors in the Clearwire Supplement.
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Other Clearwire Special Meeting Proposals
. Crest believes that the other Clearwire Special Meeting Proposals are a group of related proposals whose purpose is to facilitate, or which are
conditioned upon the completion of, the Proposed Sprint-Clearwire Merger, which Crest opposes in its present form for the reasons stated in the section Other Clearwire Special Meeting Proposals of the Proxy Statement.
Given the reasons described above, Crest believes that Clearwire stockholders would be better off if each of the Clearwire Special
Meeting Proposals were voted down. In our opinion, Clearwires corporate governance must improve. A vote
AGAINST
each of the Clearwire Special Meeting Proposals would send a firm message to the Clearwire Board and
Sprint that Clearwire must pursue a business strategy that creates value for all Clearwire stockholders not just Sprint.
Use your GOLD proxy card to vote
AGAINST
the Proposed Sprint-Clearwire Merger by voting
AGAINST
each of the Clearwire Special Meeting Proposals.
VOTING PROCEDURES
The following information supplements and, where applicable, replaces the corresponding questions and answers in the section
Voting Procedures of the Proxy Statement.
To vote
AGAINST
each of the
Clearwire Special Meeting Proposals, please sign and date the enclosed
GOLD
proxy card and return it to D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005, in the enclosed postage-paid envelope. Submitting a proxy
will not affect your right to attend the Special Meeting and vote in person. The following questions and answers are intended to address briefly some commonly asked questions regarding the Amendment. These questions and answers may not address all
questions that may be important to you as a stockholder of Clearwire. Please refer to the remainder of this Supplement and the Proxy Statement, both of which you should read carefully.
Q: Why am I receiving this Supplement and a new GOLD proxy card?
A: You have been sent
this Supplement and a new
GOLD
proxy card because on May 21, 2013, Clearwire, Sprint and Collie Acquisition Corp. entered into the Amendment. This Supplement provides information about the Amendment and updates the Proxy Statement. If
you have already voted your shares on the
GOLD
proxy card, you do not need to vote again. If you have not yet voted, we urge you to vote
AGAINST
the Clearwire Special Meeting Proposals on the
GOLD
proxy card.
If you have already submitted a white proxy card, it is not too late to change your votesimply sign, date and return the
GOLD
proxy card. Only your latest dated proxy will be counted.
Q: What is the effect of the Amendment?
A: The effect of the Amendment is to increase the merger consideration payable to holders of Class A Common Stock (other than Sprint, SoftBank, and
any of their respective affiliates) from $2.97 per share, without interest, less any applicable withholding tax, to $3.40 per share, without interest, less any applicable withholding tax. A copy of the Amendment is attached as Annex S-A to the
Clearwire Supplement. We encourage you to read the Amendment in its entirety.
Q: Has the Proposed Sprint-Clearwire Merger otherwise
changed?
A: No. Other than as set forth in the Amendment, the terms of the Proposed Sprint-Clearwire Merger have not changed.
Q: What will I receive if the Proposed Sprint-Clearwire Merger is completed?
A: Upon completion of the Proposed Sprint-Clearwire Merger, you will not own any shares of the capital stock of the surviving corporation. Instead, you will be entitled to receive the Revised Merger
Consideration for each share of Class A Common Stock that you own, unless you properly exercise, and do not withdraw, your appraisal rights under the General Corporation Law of the State of Delaware (the
DGCL
), with respect
to such shares. To exercise your appraisal rights, you must submit a written demand for appraisal to Clearwire before a vote is taken on the Merger Agreement, you must not submit a proxy voting FOR the Merger Agreement Proposal, or otherwise vote
FOR the Merger Agreement Proposal, you must hold your shares continuously through the effective time of the Proposed Sprint-Clearwire Merger, and you must otherwise comply with Section 262 of the DGCL.
Q: When and where is the Special Meeting?
A: The Special Meeting of stockholders of Clearwire will be reconvened on May 31, 2013, at 10:30 a.m., Pacific Daylight Time at the Highland
Center 14224 Bel-Red Road, Bellevue, WA 98007 unless further adjourned by Clearwire.
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Q: Who can vote at the Special Meeting?
A: Stockholders of record as of the close of business on April 2, 2013, the Record Date for the Special Meeting, are entitled to receive notice of, and to vote at, the Special Meeting. Each record
holder of shares of Clearwire Common Stock as of the Record Date is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of Clearwire Common Stock that such holder owns as of the Record Date.
Q: How do I vote?
A: If you
were a stockholder of record as of the Record Date, you may vote your shares on matters presented at the Special Meeting in any of the following ways:
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in personyou may attend the Special Meeting and cast your vote there; or
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by proxyby signing, dating and returning the enclosed
GOLD
proxy card in the accompanying prepaid reply envelope.
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If you are a beneficial owner of Clearwire Common Stock as of the Record Date, please refer to the
instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the Special Meeting, you must have a legal proxy
from your bank, brokerage firm or other nominee. The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of Clearwire Common Stock, and to confirm that your voting instructions have been
properly recorded when submitting a proxy over the Internet or by telephone.
Q: What if I submitted my vote using a white proxy card?
A: If you previously submitted your vote using a white proxy card, we encourage you to cast your vote using the
GOLD
proxy card,
which will revoke your vote on the white proxy card, at any time prior to the vote on the matters at the Special Meeting or, if the Special Meeting is continued, adjourned or postponed, the date and time of such continued, adjourned or postponed
meeting. If you previously submitted a proxy to us by signing and returning a
GOLD
proxy card, do not sign or return any white proxy card or follow any voting instructions provided by Clearwire unless you intend to change your vote, because
only your latest-dated proxy will be counted.
Q: Can I change or revoke my vote?
A: Yes. You have the right to revoke a proxy at any time before it is exercised by:
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submitting another proxy at a later date through any of the methods available to you, including by signing, dating and returning the enclosed
GOLD
proxy card; or
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delivering a written revocation to (a) D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005, or (b) the Corporate Secretary of
Clearwire, which must be filed with the Corporate Secretary of Clearwire by the time the Special Meeting begins; or
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attending the Special Meeting and voting in person.
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If your shares of Clearwire Common Stock are held in street name by your bank, broker or other nominee, please refer to the information forwarded by your bank, broker or other nominee for procedures on
changing or revoking your proxy.
Only your last submitted proxy card will be considered. Please cast your vote
AGAINST
each of the Clearwire Special Meeting Proposals, following the instructions in your
GOLD
proxy card, as promptly as possible. You do not need to contact Clearwire to revoke any previously granted proxy you
may have given by submitting a white proxy card. Your submission of your vote via the instructions in your
GOLD
proxy card is sufficient to revoke white proxy card.
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Q: What should I do if I have already voted?
A. If you have already voted your shares on the
GOLD
proxy card, you do not need to vote again. If you have not yet voted, we urge you to vote
AGAINST
the Clearwire
Special Meeting Proposals on the
GOLD
proxy card. If you have already submitted a white proxy card, it is not too late to change your vote simply sign, date and return the
GOLD
proxy card. Only your latest dated proxy will be
counted.
Q. Who can help answer my other questions?
A. If you have additional questions about the Proposed Sprint-Clearwire Merger, need assistance in submitting your proxy or voting your shares of Clearwire Common Stock, or need additional copies of the
Proxy Statement or the
GOLD
proxy card, please contact:
D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Toll Free: 1-800-949-2583
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Supplement and the Proxy Statement, and the documents referred to or incorporated by reference into this Supplement and the Proxy Statement, are forward-looking
statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known
and unknown risks and uncertainties. Forward-looking statements are not guarantees of future activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events may differ materially from those reflected or
contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as believe, expect, anticipate, intend,
plan, should, may, will, believes, continue, strategy, position or the negative of those terms or other variations of them or by comparable terminology.
Important factors that could cause actual results to differ materially from the expectations set forth in this Supplement and the Proxy Statement include, among other things, the factors identified under the section entitled Risk Factors
in Clearwires Annual Report on Form 10-K for the year ended December 31, 2012 and under the section entitled Considerations Relating to the Merger; Certain Effects on the Company if the Merger is not Completed in the Clearwire
Proxy Statement. Such forward-looking statements should therefore be construed in light of such factors, and Crest is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law.