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Table of Contents
CLEARWIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
On September 27, 2012, we entered into an underwriting agreement, which we refer to as the Underwriting Agreement, with Credit Suisse
Securities (USA) LLC, which we refer to as the Underwriter and Time Warner Cable. On October 3, 2012, under the terms and subject to the conditions
contained in the Underwriting Agreement, Time Warner Cable sold to the Underwriter all of its 46.4 million shares of our Class A Common Stock. We
did not receive any proceeds from the sale of our Class A Common Stock by Time Warner Cable.
On September 24, 2012, Comcast provided us with notice of its intent to exchange 88.5 million Class B Common Interests and a corresponding
number of shares of Class B Common Stock for an equal number of shares of Class A Common Stock pursuant to the Operating Agreement. The
exchange was completed on September 27, 2012.
During the second quarter of 2011, Sprint surrendered 77.4 million shares of Class B Common Stock to reduce its voting interest in Clearwire.
Subsequently, during the second quarter of 2012, Sprint exercised its right to revoke the surrender of the 77.4 million shares of Class B Common Stock
relinquished in June 2011. The Class B Common Stock was reissued to Sprint on
June 8, 2012 . This transaction did not impact Sprint's economic
interest in the Company, which it holds through its ownership of Class B Common Interests. At December 31, 2012, Sprint's economic interest in
Clearwire and its subsidiaries is equal to its voting interest and was approximately 50.4%.
The following table lists the voting interests in Clearwire as of December 31, 2012:
_______________________________________
Clearwire Communications Interests
Clearwire is the sole holder of voting interests in Clearwire Communications. As such, Clearwire controls
100% of the decision making of
Clearwire Communications and consolidates
100% of its operations. Clearwire also holds all of the outstanding Clearwire Communications Class A
common interests representing 47.2% of the economics of Clearwire Communications as of December 31, 2012. The holders of the Class B Common
Interests own the remaining 52.8% of the economic interests. It is intended that at all times, the number of Clearwire Communications Class A common
interests held by Clearwire will equal the number of shares of Class A Common Stock issued by Clearwire.
The non
- voting Clearwire Communication units are designated as either Clearwire Communications Class A common interests, all of which are
held by Clearwire, or Class B Common Interests, which are held by Sprint and Intel. Both classes of non
- voting Clearwire Communication units
participate in distributions of Clearwire Communications on an equal and proportionate basis.
F - 81
Investor
Class A Common
Stock
Class A Common
Stock Voting %
Outstanding
Class B Common
Stock(1)
Class B Common
Stock % Voting
Outstanding
Total
Total % Voting
Outstanding
Sprint
30,922,958
4.5
%
708,087,860
91.5
%
739,010,818
50.4
%
Comcast
88,504,132
12.8
%
—
—
%
88,504,132
6.0
%
Bright House
8,474,440
1.2
%
—
—
%
8,474,440
0.6
%
Intel
28,432,066
4.1
%
65,644,812
8.5
%
94,076,878
6.4
%
Other Shareholders
534,980,999
77.4
%
—
—
534,980,999
36.5
%
691,314,595
100
%
773,732,672
100
%
1,465,047,267
100
%
(1)
The holders of Class B Common Stock hold an equivalent number of Class B Common Interests.