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Table of Contents
Index to Consolidated Financial Statements
CLEARWIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — ( CONTINUED)
Stockholders, which are described below. Each share of Class A Common Stock participates ratably in proportion to the total number of shares of Class A
Common Stock issued by Clearwire. Holders of Class A Common Stock have 100% of the economic interest in Clearwire and are considered the controlling
interest for the purposes of financial reporting.
Upon liquidation, dissolution or winding up, the Class A Common Stock will be entitled to any assets remaining after payment of all debts and liabilities of
Clearwire, with the exception of certain minimal liquidation rights provided to the Class B Common Stockholders, which are described below.
Class B Common Stock
The Class B Common Stock represents non
- economic voting interests in Clearwire. 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.
The sole holder, which is Sprint, is entitled to hold an equivalent number of 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 Class B Common Interest for one share of Class A Common Stock.
On July 5, 2013, Sprint completed the exchange of 57.5 million shares of 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 Amended and Restated Operating Agreement dated as of November 28,
2008 governing Clearwire Communications.
On July 9, 2013, Intel completed the exchange of 65.6 million shares of 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 Amended and Restated Operating Agreement dated as of November 28,
2008 governing Clearwire Communications.
At
July 9, 2013 , prior to consideration of the Sprint Acquisition, Sprint's economic interest in Clearwire and its subsidiaries is equal to its voting interest
and was approximately
50.1% .
The following table lists the voting interests in Clearwire as of
July 9, 2013 :
_______________________________________
As a result of the Sprint Acquisition, each share of Clearwire Corporation common stock, par value $0.0001 per share, other than shares owned by Sprint,
SoftBank Corp., or their affiliates, were converted into the right to receive $5.00 per share in cash.
F - 85
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
88,422,958
10.7
%
650,587,860
100.0
%
739,010,818
50.1
%
Comcast
88,504,132
10.8
%
—
—
%
88,504,132
6.0
%
Intel
94,076,878
11.4
%
—
—
%
94,076,878
6.4
%
Other Shareholders
552,193,151
67.1
%
—
—
552,193,151
37.5
%
823,197,119
100
%
650,587,860
100
%
1,473,784,979
100
%
(1)
The holders of Class B Common Stock hold an equivalent number of Class B Common Interests.