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Class B Common Stock
The Class B Common Stock represents non-economic voting interests in Clearwire, and holders of this stock are
considered the non-controlling interests for the purposes of financial reporting. Identical to the Class A Common Stock, the
holders of Class B Common Stock are entitled to one vote per share. However, they do not have any rights to receive
distributions other than stock dividends paid proportionally to each outstanding Class A and Class B Common Stockholder or
upon liquidation of Clearwire, an amount equal to the par value per share, which is $0.0001 per share.
Each holder of Class B Common Stock holds an equivalent number of Clearwire Communications Class B Common
Interests, which, in substance, reflects their economic stake in Clearwire. This is accomplished through an exchange feature
that provides the holder the right, at any time, to exchange one share of Class B Common Stock plus one Clearwire
Communications Class B Common Interest for one share of Class A Common Stock.
Private Placement
On November 9, 2009, we entered into an investment agreement, which we refer to as the Investment Agreement, with
each of Sprint, Comcast Corporation, which we refer to as Comcast, Intel Corporation, which we refer to as Intel, Time Warner
Cable Inc., which we refer to as Time Warner Cable, Bright House Networks, LLC, which we refer to as Bright House, and
Eagle River Holdings LLC, which we refer to as Eagle River, who we collectively refer to as the Participating Equityholders,
providing for additional equity investments by the Participating Equityholders and new debt investments by certain of these
investors. The Investment Agreement sets forth the terms of the transactions pursuant to which the Participating Equityholders
invested in Clearwire Communications an aggregate of approximately $1.564 billion in exchange for 213,369,711 shares of
Clearwire Communications non-voting Class B Common Interest and Clearwire Communications voting interests, which we
refer to as the Private Placement, and the investment by certain of the Participating Equityholders in Rollover Notes.
The Private Placement was consummated in three closings. On November 9, 2009, the Participating Equityholders
contributed in aggregate approximately $1.057 billion in cash in exchange for 144,231,268 Clearwire Communications Class B
Common Interests, and Clearwire Communications voting interests, which we collectively refer to as Clearwire
Communications Interests, pro rata based on their respective investment amounts. We refer to this closing as the First
Investment Closing. On December 21, 2009, the Participating Equityholders contributed in aggregate approximately
$440.3 million in cash in exchange for 60,066,822 Clearwire Communications Interests. We refer to this closing as the Second
Investment Closing. On March 2, 2010, the Participating Equityholders contributed in aggregate approximately $66.5 million
in cash in exchange for 9,071,621 Clearwire Communications Interests. We refer to the consummation of this purchase as the
Third Investment Closing.
In the Private Placement, the Participating Equityholders agreed to invest in Clearwire Communications a total of
$1.564 billion in exchange for Clearwire Communications Interests in the following amounts (in millions, except for Interests):
Investor
Sprint
Comcast
Time Warner Cable
Bright House
Intel
Eagle River
Investment
$ 1,176.0
196.0
103.0
19.0
50.0
20.0
$ 1,564.0
Interests
160,436,562
26,739,427
14,051,841
2,592,087
6,821,282
2,728,512
213,369,711
Table of Contents CLEARWIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(CONTINUED)
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