Sprint - Nextel 2012 Annual Report Download - page 188

Table of Contents
Notes
2015 Senior Secured Notes — During the fourth quarter of 2009, Clearwire Communications completed offerings of
$2.52 billion 12% senior
secured notes due
2015 , which we refer to as the 2015 Senior Secured Notes. The 2015 Senior Secured Notes provide for bi - annual payments of interest
in June and December. In connection with the issuance of the 2015 Senior Secured Notes, we also issued
$252.5 million of notes to Sprint and Comcast
with identical terms as the 2015 Senior Secured Notes in replacement of equal amounts of indebtedness under the senior term loan facility.
During December 2010, Clearwire Communications issued an additional
$175.0 million of 2015 Senior Secured Notes with substantially the same
terms.
The holders of the 2015 Senior Secured Notes have the right to require us to repurchase all of the notes upon the occurrence of certain change of
control events or a sale of certain assets, at a price of
101% of the principal amount or 100% of the principal amount, respectively, plus any unpaid
accrued interest to the repurchase date. Change of control excludes a change of control by permitted holders including, but not limited to, Sprint, any
of its successors and its respective affiliates. As of December 1, 2012, we may redeem all or a part of the 2015 Senior Secured Notes by paying a make
-
whole premium as stated in the terms, plus any unpaid accrued interest to the repurchase date.
Our payment obligations under the 2015 Senior Secured Notes are guaranteed by certain domestic subsidiaries on a senior basis and secured by
certain assets of such subsidiaries on a first
- priority lien basis. The 2015 Senior Secured Notes contain limitations on our activities, which among other
things include incurring additional indebtedness and guarantee indebtedness; making distributions or payment of dividends or certain other restricted
payments or investments; making certain payments on indebtedness; entering into agreements that restrict distributions from restricted subsidiaries;
selling or otherwise disposing of assets; merger, consolidation or sales of substantially all of our assets; entering transactions with affiliates; creating
liens; issuing certain preferred stock or similar equity securities and making investments and acquiring assets.
2016 Senior Secured Notes — In January 2012, Clearwire Communications completed an offering of senior secured notes with a par value of
$300.0 million , due 2016 and bearing interest at 14.75% , which we refer to as the 2016 Senior Secured Notes. Clearwire Communications received
proceeds of
$293.8 million , net of debt issuance costs, from the offering. The 2016 Senior Secured Notes provide for bi - annual payments of interest in
June and December.
The holders of the 2016 Senior Secured Notes have the right to require us to repurchase all of the notes upon the occurrence of specific kinds of
changes of control at a price of
101% of the principal plus any unpaid accrued interest to the repurchase date. Change of control excludes a change of
control by permitted holders including, but not limited to, Sprint, any of its successors and its respective affiliates. Under certain circumstances,
Clearwire Communications will be required to use the net proceeds from the sale of assets to make an offer to purchase the 2016 Senior Secured Notes
at an offer price equal to
100% of the principal amount plus any unpaid accrued interest.
Our payment obligations under the 2016 Senior Secured Notes are guaranteed by certain domestic subsidiaries on a senior basis and secured by
certain assets of such subsidiaries on a first
- priority lien basis. The 2016 Senior Secured Notes contain the same limitations on our activities as those
of the 2015 Senior Secured Notes.
Second
- Priority Secured Notes — During December 2010, Clearwire Communications completed an offering of $500.0 million 12% second -
priority secured notes due 2017 , which we refer to as the Second - Priority Secured Notes. The Second - Priority Secured Notes provide for bi - annual
payments of interest in June and December.
The holders of the Second
- Priority Secured Notes have the right to require us to repurchase all of the notes upon the occurrence of certain
change of control events or a sale of certain assets at a price of 101% of the principal amount or 100% of the principal amount, respectively, plus any
unpaid accrued interest to the repurchase date. Change of control excludes a change of control by permitted holders including, but not limited to,
Sprint, any of its successors and its respective affiliates. Prior to December 1, 2013, we may redeem up to
35% of the aggregate principal amount of the
Second
- Priority Secured Notes at a redemption price of 112% of the aggregate principal amount, plus any unpaid accrued interest to the repurchase
date. After December 1, 2014, we may redeem all or a part of the Second - Priority Secured Notes by paying a make - whole premium as stated in the terms,
plus any unpaid accrued interest to the repurchase date.
Our payment obligations under the Second
- Priority Secured Notes are guaranteed by certain domestic subsidiaries on a senior basis and
secured by certain assets of such subsidiaries on a second
- priority lien basis. The Second - Priority Secured Notes contain the same limitations on our
activities as those of the 2015 Senior Secured Notes.
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