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Crest Financial Files Revised Preliminary Proxy Statement

Stocks in this article: CLWR

HOUSTON, April 24, 2013 /PRNewswire/ -- Crest Financial Limited, the largest minority stockholder of Clearwire Corporation (NASDAQ: CLWR), today filed with the Securities and Exchange Commission (SEC) a revised preliminary proxy statement regarding the proposed merger between Clearwire Corporation and Sprint Nextel Corporation. Once its proxy statement is declared effective by the SEC, Crest intends to wage a campaign to convince the Clearwire stockholders to vote against the proposed merger.

Crest has made a number of public statements, including through letters, press releases and filings with the Federal Communications Commission and the Delaware Court of Chancery, regarding its opposition to the Sprint-Clearwire merger.  This process continued yesterday in a new letter to the Clearwire Board of Directors.

In the letter, Crest continued to express its strongly held belief that Clearwire should be left to realize the full value of its spectrum by implementing its multi-customer strategy as an independent company.  Crest asserted that the market itself, as evidenced by the spectrum purchase offers from DISH Network and Verizon, demonstrates that this path is real.  By contrast, Crest said that Clearwire's threats of bankruptcy or debt default are not real.  In Crest's view, with a bidding war heating up for Clearwire's valuable spectrum through the SoftBank and DISH offers for Sprint and the offers made directly to Clearwire for spectrum, none of the relevant players would hand control of Clearwire's spectrum to Clearwire's bondholders through a debt default or bankruptcy filing.

Crest's letter provided a detailed statement about how Clearwire's Board of Directors has not acted in the interests of the Clearwire stockholders other than Sprint.  These include:

  • The Board's handing to Sprint the value of the Clearwire spectrum without maintaining for itself the flexibility to pursue alternative transactions.  This is in stark contrast to the Sprint Board, which has the right under its merger agreement with SoftBank to consider such alternatives and to terminate this merger agreement for a superior offer.
  • The Board's failure to recognize the substantial value of Clearwire's spectrum.  Using a pro forma cash flow analysis in Sprint's proxy statement, Crest shows that a combined Sprint-Clearwire provides to SoftBank a positive net present value in the range of $6.5 billion to $10.5 billion versus a standalone Sprint that has to build its own network.
  • The Board's agreeing to a convertible debt instrument with Sprint the primary purpose of which is to force the Clearwire minority stockholders to make an untenable choice:  Either accept Sprint's inadequate and unfair merger offer or suffer significant dilution of their shares to Sprint.
  • The Board's failure to obtain the necessary consents to accept the convertible debt financing offers, and the liquidity that would go with them, from both Crest and Aurelius Capital Management LP.

Crest also pointed out that it is Sprint, not Clearwire, that had to find a transaction partner to save it from its failing finances.  While Sprint was starving for cash, overrun with debt, losing customers, and facing a very legitimate risk of bankruptcy, Clearwire had its valuable spectrum assets and the cash available to meet its build-out objectives.  However, it was the Sprint Board, and not the Clearwire Board, that turned this situation into an advantage, Crest states in its letter.

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