Sprint - Nextel 2014 Annual Report Download - page 176

Table of Contents
Index to Consolidated Financial Statements
CLEARWIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(CONTINUED)
F-93
The holders of the Exchangeable Notes have the right to require us to repurchase all of the notes upon the
occurrence of a fundamental change, including a change of control, event at a price of 100% of the principal amount
plus any unpaid accrued interest to the repurchase date. The holders who elect to exchange the Exchangeable Notes
in connection with the occurrence of a fundamental change will be entitled to additional shares that are specified
based on the date on which such event occurs and the price paid per share of Class A Common Stock in the
fundamental change, with a maximum number of shares issuable per note not to exceed 169.4915 shares per $1,000
note. If our stock price is less than $5.90 per share, subject to certain adjustments, no additional shares shall be
added to the exchange rate. Upon the consummation of the Sprint Acquisition, each $1,000 principal amount of
Exchangeable Notes was changed into a right to exchange such principal amount of Exchange Notes into cash equal
to the product of the Merger Consideration, multiplied by the Exchangeable Notes Exchange Rate.
The holders of the Exchangeable Notes have the option to require us to repurchase for cash the Exchangeable
Notes on December 1, 2017, 2025, 2030 and 2035 at a price equal to 100% of the principal amount of the notes plus
any unpaid accrued interest to the repurchase date. On or after December 1, 2017, we may, at our option, redeem all
or part of the Exchangeable Notes at a price equal to 100% of the principal amount of the notes plus any unpaid
accrued interest to the redemption date.
Our payment obligations under the Exchangeable Notes are guaranteed by certain domestic subsidiaries in the
same priority as the Second-Priority Secured Notes.
Upon issuance of the Exchangeable Notes, we recognized a derivative liability representing the embedded
exchange feature with an estimated fair value of $231.5 million and an associated debt discount on the
Exchangeable Notes. The discount is accreted over the expected life, approximately 7 years, of the Exchangeable
Notes using the effective interest rate method. See Note 10, Derivative Instruments, for additional discussion of the
derivative liability.
During the first quarter of 2012, Clearwire and Clearwire Communications entered into securities purchase
agreements with certain institutional investors, which we refer to as the Exchange Transaction, pursuant to which
Clearwire issued 38.0 million shares of Class A Common Stock for an aggregate price of $83.5 million, which we
refer to as the Purchase Price, and Clearwire Communications repurchased $100.0 million in aggregate principal
amount, plus accrued but unpaid interest, of its Exchangeable Notes for a total price equal to the Purchase Price.
See Note 16, Subsequent Events
Sprint Notes — In connection with the Merger Agreement, we entered into the Note Purchase Agreement with
the Issuers and Sprint, in which Sprint agreed to purchase from us at our election up to an aggregate principal
amount of $800 million of notes maturing on June 1, 2018 in ten monthly installments of $80 million. Interest on the
notes is 1% and is payable semi-annually in June and December. We elected to forego the January, February and
June 2013 draws and elected to take the March, April and May 2013 draws and received $240 million from Sprint.
Sprint has the right to exchange notes held in connection with the Note Purchase Agreement for Clearwire
Class A common stock or Clearwire Class B common stock and Clearwire Communications Class B common units
at the applicable exchange rate at any time prior to the maturity date after July 9, 2013. The applicable exchange rate
is 666.67 shares of Clearwire Class A common stock (or Clearwire Class B common stock and Clearwire
Communications Class B common units) per $1,000 principal, equivalent to an exchange price of approximately
$1.50 per share.
The Sprint Notes are guaranteed by the Issuers' existing wholly-owned domestic subsidiaries. The Sprint
Notes are expressly subordinated to the 2015 and 2016 Senior Secured Notes; rank equally in right of payments with
all the Issuers' and the guarantors' other existing and future senior indebtedness; and senior to any existing and future
subordinated indebtedness. The Sprint Notes do not contain any financial or operating covenants.
The Sprint Notes contain a beneficial conversion feature, which we refer to as BCF. A BCF will be recorded if
the Company's stock price is greater than the exchange price on the commitment date. Therefore, on the settlement