Clearwire Corporation (NASDAQ: CLWR) today announced the completion of the offering by its operating subsidiary, Clearwire Communications LLC (“Clearwire Communications”) of $650,000,000 aggregate principal amount of 8.25% exchangeable notes due 2040 at an issue price of 100.0% plus accrued interest from December 8, 2010 (the “Exchangeable Notes”). Clearwire Communications is also in the process of an offering of (i) $175,000,000 aggregate principal amount of 12% first-priority senior secured notes due 2015 and (ii) $500,000,000 aggregate principal amount of 12% second-priority secured notes due 2017 that is scheduled to close on December 9, 2010, subject to the satisfaction or waiver of customary closing conditions.
Clearwire Communications has granted the initial purchasers of the Exchangeable Notes an option for 30 days to purchase up to an additional $100,000,000 of Exchangeable Notes. In addition, 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 approximately 31% of the voting power. The remaining pre-emptive rights, if exercised, could result in Clearwire Communications issuing up to an additional approximately $760,000,000 in Exchangeable Notes (assuming no exercise of the initial purchasers’ over-allotment option).
The Exchangeable Notes were issued in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in accordance with Rule 144A and to persons outside the U.S. pursuant to Regulation S under the Securities Act. The Exchangeable Notes have not been registered under the Securities Act or any state or other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.