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Table of Contents
Index to Consolidated Financial Statements
CLEARWIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(CONTINUED)
F-91
December 31, 2012
Interest
Rates Effective Rate(1) Maturities Par Amount Net Discount Carrying Value
Notes:
2015 Senior Secured Notes 12.00% 12.92% 2015 $ 2,947,494 $ (27,900) $2,919,594
2016 Senior Secured Notes 14.75% 15.36% 2016 300,000 — 300,000
Second-Priority Secured Notes 12.00% 12.42% 2017 500,000 — 500,000
Exchangeable Notes 8.25% 16.93% 2040 629,250 (165,050) 464,200
Vendor Financing Notes(3) LIBOR
based(2) 6.37% 2014/2015 32,056 (51) 32,005
Capital lease obligations(3) 91,638 — 91,638
Total debt, net $ 4,500,438 $(193,001) 4,307,437
Less: Current portion of Vendor
Financing Notes and capital lease
obligations(4) (36,080)
Total long-term debt, net $4,271,357
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(1) Represents weighted average effective interest rate based on year-end balances.
(2) Coupon rate based on 3-month LIBOR plus a spread of 5.50% (secured) and 7.00% (unsecured). Included in the balance are
unsecured notes with par amount of $4.6 million at December 31, 2012.
(3) As of December 31, 2012, par amount of approximately $118.8 million is secured by assets classified as Network and base
station equipment.
(4) Included in Other current liabilities on the consolidated balance sheet.
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