Sprint - Nextel 2008 Annual Report Download - page 125

CLEARWIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table lists the interests in Clearwire as of December 31, 2009:
Investor
Class A
Common Stock
Class A Common
Stock %
Outstanding
Class B Common
Stock(1)
Class B Common
Stock %
Outstanding Total
Total %
Outstanding
Sprint .............. — — 524,732,533 71.5% 524,732,533 56.4%
Comcast ............ — — 87,367,362 11.9% 87,367,362 9.4%
Time Warner Cable . . . — — 45,807,398 6.2% 45,807,398 4.9%
Bright House ........ — — 8,364,243 1.1% 8,364,243 0.9%
Intel ............... 36,666,666 18.6% 65,354,820 8.9% 102,021,486 11.0%
Eagle River ......... 35,922,958 18.3% 2,612,516 0.4% 38,535,474 4.1%
Google Inc. ......... 29,411,765 14.9% — — 29,411,765 3.1%
Other Shareholders . . . 94,177,091 47.9% — — 94,177,091 10.1%
CW Investment
Holdings LLC ..... 588,235 0.3% — — 588,235 0.1%
196,766,715 100.0% 734,238,872 100.0% 931,005,587 100.0%
(1) The holders of Class B Common Stock hold an equivalent number of Clearwire Communications Class B
Common Interests.
Sprint and the Investors, other than Google, Inc, which we refer to as Google, own shares of Class B
Common Stock, which have equal voting rights to Clearwire’s Class A, $0.0001 par value, common stock, which
we refer to as Class A Common Stock, but have only limited economic rights. Unlike the holders of Class A
Common Stock, the holders of Class B Common Stock, have no right to dividends and no right to any proceeds
on liquidation other than the par value of the Class B Common Stock. Sprint and the Investors, other than
Google, hold their economic rights through ownership of Clearwire Communications Class B Common Interests.
Google owns shares of Class A Common Stock.
Under the Investment Agreement, Clearwire committed to a rights offering, pursuant to which rights to
purchase shares of Class A Common Stock were granted to each holder of Class A Common Stock along with
certain participating securities as of December 17, 2009, which we refer to as the Rights Offering. We distributed
subscription rights exercisable for up to 93,903,300 shares of Class A Common Stock. Each subscription right
entitled a shareholder to purchase 0.4336 shares of Class A Common Stock at a subscription price of $7.33 per
share. The subscription rights will expire if they are not exercised by June 21, 2010. The Participating
Equityholders and Google waived their respective rights to participate in the Rights Offering with respect to
shares of Class A Common Stock they each hold as of the applicable record date.
Business Combinations
On the Closing, Old Clearwire and the Sprint WiMAX business combined to form a new independent
company, Clearwire. The Investors contributed a total of $3.2 billion of new equity to Clearwire and Clearwire
Communications. In exchange for the contribution of the Sprint WiMAX business and the $3.2 billion, Sprint
and the Investors received an aggregate of 25 million shares of Class A Common Stock, par value $0.0001 per
share, and 505 million shares of Class B Common Stock, par value $0.0001 per share, and an equivalent number
of Clearwire Communications Class B Common Interests, at an initial share price of $20 per share.
The number of shares issued to the Investors was subject to a post-closing adjustment based on the trading
prices of the Class A Common Stock on NASDAQ Global Select Market over 15 randomly-selected trading days
during the 30-day period ending on the 90th day after the Closing, which we refer to as the Adjustment Date,
with a floor of $17.00 per share and a cap of $23.00 per share. The adjustment resulted in an additional
28,235,294 shares being issued to the Investors on February 26, 2009. The adjustment did not affect the purchase
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