Clearwire Corporation (NASDAQ:CLWRD for the first 20 trading days
and CLWR thereafter) today announced that it has completed the
transaction with Sprint Nextel Corporation (NYSE:S) to combine
their next-generation wireless Internet businesses. The new company
retains the Clearwire name and expects to build the first
nationwide 4G mobile broadband network focused on meeting the
evolving needs and demands for Internet-based communications
services. In addition, Clearwire has received a $3.2 billion
investment from Comcast, Intel, Time Warner Cable, Google and
Bright House Networks. The transaction with Sprint and the new cash
investment were completed on the terms originally announced on May
7, 2008. �As we roll out our network across the country, people
will no longer have to make the choice between speed and mobility.
We are bringing a new mobile Internet experience to customers at
speeds previously relegated to fixed locations,� said Benjamin G.
Wolff, chief executive officer of Clearwire. �With significant
spectrum holdings yielding unmatched network capacity, a
next-generation all-IP network, and an open Internet business
model, Clearwire will deliver a simple value proposition aimed to
improve productivity and make the Internet experience more
enjoyable, wherever our customers happen to be.� �With the global
economic challenges ahead for consumers and businesses next year,
we believe it�s important to invest in those infrastructure
improvements that can propel the U.S. forward and stimulate
innovation,� continued Wolff. �Today is just the beginning. Over
the coming years, as Clearwire rolls out ultra high-speed mobile
Internet services across the country, we expect to be well
positioned to transform the communications landscape.� Clearwire
Chairman, Craig O. McCaw said, �This is not simply about a
time-to-market advantage, but about having an amazing block of
spectrum that is unencumbered by legacy commercial uses and
technology. It is a chance to do something right the first time,
with simplicity and incredible efficiencies. We are building a
wireless broadband network that will stand the test of both time
and competition. This is far and away the most exciting opportunity
in wireless I have seen since the beginning of cellular in 1983.�
�This is the beginning of a new chapter in wireless that leverages
Sprint�s investment in 4G to profoundly change how people and
businesses send, receive and use information,� said Dan Hesse,
chief executive officer of Sprint and member of Clearwire�s Board
of Directors. �As the largest shareholder in Clearwire, Sprint is
uniquely positioned to provide customers with both the largest and
most dependable 3G network in America and access to the nation�s
first 4G mobile broadband network.� New Investors Clearwire
received the $3.2 billion investment from some of the most
innovative communications, entertainment, and technology companies
in the world, including: Comcast, Intel through Intel Capital, Time
Warner Cable, Google, and Bright House Networks, and, as previously
announced, will receive an additional investment from Trilogy
Equity Partners in the coming months. Brian L. Roberts, chairman
and chief executive officer of Comcast Corporation said, �We look
forward to providing our customers with exciting high speed mobile
products. Our customers want access to the most innovative products
both in and outside the home. With our new partners, we will
deliver integrated mobile high speed Internet products for years to
come.� �Clearwire represents a significant move forward for 4G
wireless technology in the U.S.,� said Paul Otellini, Intel
president and chief executive officer. �WiMAX is the right
combination of industry leaders and technology needed to meet the
growing demand for more powerful, flexible mobile broadband
solutions today. The investments made by Intel Capital around the
globe demonstrate our continued commitment to redefine the way
people enjoy the Internet on the go.� Glenn Britt, president and
chief executive officer of Time Warner Cable said, �We connect our
customers with entertainment, information and each other;�any time,
anywhere, on any device. Our investment in Clearwire will help us
further that goal by adding value�and�creating a seamless Time
Warner Cable experience.� �People should be able to access the
Internet anytime, regardless of where they are or what device they
choose to use,��said Eric Schmidt, chief executive officer and
chairman of Google. �We are pleased that Clearwire's mobile WiMAX
network will soon offer high speed broadband that will allow
subscribers to be online in a greater number of places and on a
larger variety of devices.� Robert J. Miron, chairman of Bright
House Networks said, "Bright House Networks is proud to join this
strong set of partners in Clearwire. We are enthused to be part of
this advanced 4G wireless deployment bringing subscribers the
highest throughput mobility solution on the market today." Spectrum
Yields Unmatched Wireless Network Capacity Clearwire�s open all-IP
network utilizes mobile WiMAX technology, providing customers with
average download speeds initially of 2-4 megabits per second and
peak rates that are considerably faster. However, the company noted
that its spectrum holdings are what provide Clearwire with real
differentiation in that it enables the company to provide true,
mobile broadband services. At the closing, Sprint contributed its
entire 2.5 GHz spectrum holdings to Clearwire. With this combined
spectrum portfolio, Clearwire now has 100 MHz or more of optimal 4G
spectrum in most markets across the U.S. �In the landline world,
service providers can�t deliver broadband without a big enough
�pipe,� and in the wireless world that means having enough of the
right kind of spectrum,� continued Wolff. �Our significant spectrum
holdings provide Clearwire with unmatched, dedicated network
capacity for data services that will enable us to deliver true,
mobile broadband services in ways never before possible.� Let�s Be
Clear The company also announced today that, while its company name
will remain Clearwire, its new mobile WiMAX services will be
branded Clear�. The Clear� brand will apply to all new mobile WiMAX
services to be offered by Clearwire in the U.S. and will be phased
in to those markets where Clearwire offers pre-WiMAX services, as
these existing markets are upgraded to mobile WiMAX technology. In
the coming months, the Clear brand will replace the XOHM service
name previously used by Sprint Nextel in the Baltimore, Md. market.
Clearwire expects current XOHM customers will not experience any
impact as a result of the transaction, and they will continue to
enjoy the current benefits of various notebook computing, portable
multimedia and Internet devices, service plans and features. In
addition, the company unveiled a new marketing tagline, �Let�s Be
Clear,� that will be used in conjunction with the new Clear service
brand in upcoming market launches. The new marketing efforts will
clearly communicate the service�s unprecedented combination of
speed, mobility and simplicity. Company Management and Board of
Directors Benjamin G. Wolff will continue to serve as Clearwire�s
chief executive officer, and Perry Satterlee continues as the
company�s chief operating officer. Sprint�s two most senior WiMAX
leaders have joined Clearwire�s management team. Barry West, who
served as Sprint�s chief technology officer and XOHM business unit
leader, is now president and chief architect of Clearwire, and
Atish Gude, formerly senior vice president of Sprint�s XOHM mobile
broadband operations, is now senior vice president and chief
marketing officer of Clearwire. Clearwire�s Board of Directors will
initially have eight members. Clearwire founder and wireless
pioneer, Craig McCaw, is non-executive chairman of the board. Along
with McCaw, other directors are Dan Hesse, Sprint's chief executive
officer; Keith Cowan, Sprint�s president, strategy and corporate
development; John Stanton, chairman and chief executive officer of
Trilogy Equity Partners and former chairman and chief executive
officer of VoiceStream and Western Wireless; Sean Maloney,
executive vice president, chief sales and marketing officer of
Intel; Frank Ianna, former president of network services for
AT&T; Jose A. Collazo, former head of BT Global Services and
former chairman, president and chief executive officer of Infonet
Services Corporation; and Dennis Hersch, former global chairman of
mergers and acquisitions for JP Morgan. An additional five seats on
the board are expected to be filled in the coming weeks. Clearwire
remains headquartered in Kirkland, Wash. It will continue to have a
focused technology and east coast deployment presence in Herndon,
Va. Terms of the Transaction Shares of old Clearwire�s Class A
Common Stock, together with all outstanding options, restricted
stock units and warrants to purchase shares of old Clearwire common
stock, have been converted into an equivalent number of new shares,
options, restricted stock units or warrants, respectively, in the
new company. With the closing, Sprint contributed all of its 2.5
GHz spectrum and its WiMAX-related assets, including its XOHM
business, to Clearwire. The implied equity valuation of Sprint�s
contribution will result in approximately 51 percent ownership on a
fully diluted basis, based on the initial target price of $20.00
per share. Intel Corporation (NASDAQ:INTC) through Intel Capital,
Google Inc. (NASDAQ:GOOG), Comcast Corporation (NASDAQ:CMSCA,
CMCSK), Time Warner Cable Inc. (NYSE:TWC), and Bright House
Networks, LLC � have collectively invested $3.2 billion in
Clearwire and its operating subsidiary. As a group, these investors
initially acquired approximately 22 percent of the new Clearwire
and its operating subsidiary on a fully diluted basis at the
initial investment price of $20.00 per share, subject to a
post-closing adjustment described below. Comcast invested $1.05
billion, Intel Capital invested $1.0 billion in addition to its
previous investments made in Clearwire, Time Warner Cable invested
$550 million, Google invested $500 million, and Bright House
Networks invested $100 million, for an aggregate total of $3.2
billion. The investments by Intel Capital, Comcast, Time Warner
Cable and Bright House Networks and the contributions of assets
from Sprint described above were made into a limited liability
company subsidiary of Clearwire. Google invested directly in
Clearwire and acquired new Clearwire Class A Common Stock. In a
separate transaction to occur 90 days after closing, Trilogy Equity
Partners will invest $10 million in the purchase of shares of new
Clearwire Class A Common Stock on the same pricing terms as the
other investors. A post-closing adjustment to the price paid by the
new investors other than Sprint will be made 90 days following the
closing, which will be based upon the average trading price of
Clearwire Class A Common Stock over 15 randomly selected trading
days during the 30-trading day period ending on the 90th day after
the closing date. The price per share will be based upon the volume
weighted average price per share on such days and is subject to a
cap of $23.00 per share and a floor of $17.00 per share. The
fully-diluted ownership percentages of the new Clearwire held by
Clearwire�s current shareholders, Sprint and the new investors will
be determined once the adjustment, if any, occurs. On November 28,
2008, in connection with the consummation of the transactions, the
company filed a Form 25 with the Securities and Exchange Commission
(�SEC�) to complete the voluntary delisting of the predecessor
Clearwire Corporation�s Class A common stock from the NASDAQ Stock
Market, which will become effective 10 days after the filing date.
When that occurs, the company intends to file a Form 15 with the
SEC to suspend its predecessor�s obligation to file reports under
the Securities Exchange Act of 1934. Clearwire�s new Class A Common
Stock will temporarily trade under the symbol CLWRD for 20 trading
days before switching to CLWR. Note to Media: Clearwire will host a
conference�call for press and analysts�today, December 1, 2008, at
7am PT/10am ET. To access�today's conference call, please call
866-783-2140 or outside the U.S., dial 857-350-1599. The passcode
for the call is 41467097. A simultaneous webcast can be accessed
via the Internet at http://investors.clearwire.com. The conference
call will be archived and available for replay until midnight
Eastern Time (9 p.m. Pacific Time), on Monday, December 15, 2008.
To access the replay, please call 888-286-8010 or outside the
United States, dial 617-801-6888. The replay passcode is 67750421.
A news package�of B-roll including�CEO sound bites, product shots,
and more will be�available via satellite during two separate times
today: December 1, 7:05 a.m. PT/10:05 am ET December 1, 10:00 a.m.
PT/1:00 p.m. ET � Galaxy 17, Transponder 19, Slot A Orbital 91
degrees Uplink frequency 6291.500 vertical Downlink frequency
4066.500 horizontal FEC 3/4, symbol rate 6.113 8.448 data rate
Additional information is available at www.Clearwire.com. About
Clearwire Clearwire, (NASDAQ:CLWRD for the first 20 trading days
and CLWR thereafter), offers a robust suite of advanced high-speed
wireless broadband services to consumers and businesses.
Clearwire�s open all-IP network, combined with significant spectrum
holdings, provides unmatched network capacity to deliver next
generation Internet access and applications. The company is
building the first, nationwide 4G mobile Internet network, bringing
together an unprecedented combination of speed and mobility.
Investors include Sprint Nextel Corporation, Comcast Corporation,
Intel through Intel Capital, Time Warner Cable, Google and Bright
House Networks. Clearwire currently provides mobile WiMAX-based
service in Baltimore, Md., and provides pre-WiMAX services in 50
markets across the U.S. and Europe. Headquartered in Kirkland,
Wash., additional information about Clearwire is available at
www.clearwire.com. About Sprint Nextel Sprint Nextel offers a
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users. Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two wireless networks serving nearly 51 million customers
at the end of the third quarter 2008; industry-leading mobile data
services; instant national and international push-to-talk
capabilities; and a global Tier 1 Internet backbone. For more
information, visit www.sprint.com. About Comcast Corporation
Comcast Corporation (Nasdaq:CMCSA, CMCSK) (www.comcast.com) is the
nation's leading provider of entertainment, information and
communication products and services. With 24.4 million cable
customers, 14.7 million high-speed Internet customers, and 6.1
million Comcast Digital Voice customers, Comcast is principally
involved in the development, management and operation of broadband
cable systems and in the delivery of programming content. Comcast's
content networks and investments include E! Entertainment
Television, Style Network, Golf Channel, VERSUS, G4, PBS KIDS
Sprout, TV One, ten Comcast SportsNet networks and Comcast
Interactive Media, which develops and operates Comcast's Internet
businesses, including Comcast.net (www.comcast.net). Comcast also
has a majority ownership in Comcast-Spectacor, whose major holdings
include the Philadelphia Flyers NHL hockey team, the Philadelphia
76ers NBA basketball team and two large multipurpose arenas in
Philadelphia. About Intel Capital and Intel Intel Capital, Intel's
global investment organization, makes equity investments in
innovative technology start-ups and companies worldwide. Intel
Capital invests in a broad range of companies offering hardware,
software, and services targeting enterprise, home, mobility,
health, consumer Internet, semiconductor manufacturing and
cleantech. Since 1991, Intel Capital has invested more than US$7.5
billion in approximately 1,000 companies in 45 countries. In that
timeframe, 168 portfolio companies have gone public on various
exchanges around the world and 212 were acquired or participated in
a merger. In 2007, Intel Capital invested about US$639 million in
166 deals with approximately 37 percent of funds invested outside
the United States. For more information on Intel Capital and its
differentiated advantages, visit www.intelcapital.com. Intel, the
world leader in silicon innovation, develops technologies, products
and initiatives to continually advance how people work and live.
Additional information about Intel is available at
www.intel.com/pressroom. About Google Inc. Google's innovative
search technologies connect millions of people around the world
with information every day. Founded in 1998 by Stanford Ph.D.
students Larry Page and Sergey Brin, Google today is a top web
property in all major global markets. Google's targeted advertising
program provides businesses of all sizes with measurable results,
while enhancing the overall web experience for users. Google is
headquartered in Silicon Valley with offices throughout the
Americas, Europe and Asia. For more information, visit
www.google.com. About Time Warner Cable Time Warner Cable is the
second-largest cable operator in the U.S., with technologically
advanced, well-clustered systems located mainly in five geographic
areas -- New York state (including New York City), the Carolinas,
Ohio, southern California (including Los Angeles) and Texas. As of
March 31, 2008, Time Warner Cable served approximately 14.7 million
customers who subscribed to one or more of its video, high-speed
data and voice services, representing approximately 33 million
revenue generating units. About Bright House Networks (BHN) Bright
House Networks is the nation's 6th largest MSO with 2.4 million
customers in several large markets including Bakersfield,
California; Birmingham, Alabama; Detroit, Michigan; Indianapolis,
Indiana; Orlando, Florida (Central Florida Division) and Tampa Bay,
Florida along with several other smaller systems in Alabama and the
Florida Panhandle. The high-growth Tampa/Central Florida markets
are contiguous and form one of the country's largest cable
clusters. BHN's corporate locations are in Syracuse, New York and
Orlando, Florida. Cautionary Statement Regarding Forward-Looking
Statements This press release contains �forward-looking statements�
within the meaning of the securities laws. The statements in this
release regarding anticipated benefits of the transaction with
Sprint; plans for the development and deployment of the first
nationwide next-generation wireless broadband network based on
mobile WiMAX technology; the timing, availability, capabilities and
coverage of our network; products and services to be offered on our
network; planned marketing and branding efforts and other
statements that are not historical facts are forward-looking
statements. The words �will,� �would,� �may,� �should,� �estimate,�
�project,� �forecast,� �intend,� �expect,� �believe,� �target,�
�designed� and similar expressions are intended to identify
forward-looking statements. Forward-looking statements are
projections reflecting management�s judgment and assumptions based
on currently available information and involve a number of risks
and uncertainties that could cause actual results to differ
materially from those suggested by the forward-looking statements.
Future performance cannot be assured. Actual results may differ
materially from those in the forward-looking statements due to a
variety of factors, including, but not limited to: the ability of
the company to successfully integrate the operations, technologies,
products and services of Clearwire and Sprint�s wireless Internet
business; the costs and business risks associated with deploying
our network and offering products and services utilizing mobile
WiMAX technology; the availability of additional financing on
acceptable terms; the ability of third-party suppliers, software
developers and other vendors to perform requirements and satisfy
obligations necessary to create products and software designed to
support desired features and functionality; the impact of adverse
network performance; actions by regulatory agencies; and other
risks referenced in the section of Clearwire�s proxy
statement/prospectus entitled �Risk Factors�, which was filed on
Form S-4 with the Securities and Exchange Commission (File No.
333-153128). Clearwire believes the forward-looking statements in
this release are reasonable; however, you should not place undue
reliance on forward-looking statements, which are based on current
expectations and speak only as of the date of this release.
Clearwire is not obligated to publicly release any revisions to
forward-looking statements to reflect events after the date of this
release.
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