Clearwire CLWR
today announced that it has elected to take the $80 million March draw under
the terms of its agreements with Sprint Nextel Corporation ("Sprint") that
provide additional financing to Clearwire in the form of exchangeable notes,
which will be exchangeable under certain conditions for Clearwire common stock
at $1.50 per share, subject to adjustment under certain conditions (the
"Sprint Financing Agreements"). Clearwire no longer has any right to take the
first two monthly draws under the Sprint Financing Agreements. The Special
Committee has not made any determination as to whether to take any future
draws under the Sprint Financing Agreements and has not made any determination
to change its recommendation of the current Sprint transaction.
As previously disclosed on January 8, 2013, Clearwire received an unsolicited,
non-binding proposal from DISH Network Corporation ("DISH"), which was a
preliminary indication of interest and subject to numerous, material
uncertainties and conditions. Consistent with its fiduciary duties to
Clearwire's non-Sprint class A stockholders, the Special Committee of
Clearwire's board of directors has engaged in discussions with DISH concerning
its proposal and with Sprint over the course of the last two months, and the
Special Committee intends to continue such discussions. The Special Committee
will pursue the course of action that it believes is in the best interests of
Clearwire's non-Sprint Class A stockholders.
Also, Clearwire and Sprint have amended the Sprint Financing Agreements to
remove the condition to Sprint's obligation to provide financing for the last
three draws (in August, September and October 2013) that an agreement has been
reached between Sprint and Clearwire on the accelerated build out of
Clearwire's wireless broadband network. This amendment will allow Clearwire,
at its option, to take the last three draws under the Sprint Financing
Agreements whether or not an accelerated build out agreement has been entered
into by the parties. Clearwire does not expect to enter into an accelerated
build-out agreement with Sprint at this time.
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