Sprint to Acquire 100 Percent Ownership of Clearwire for $2.97 per Share

  Sprint to Acquire 100 Percent Ownership of Clearwire for $2.97 per Share

  *Transaction provides Clearwire shareholders with certain, fair and
    attractive value
  *Sprint uniquely positioned to leverage Clearwire’s 2.5 GHz spectrum assets
  *Transaction strengthens Sprint’s position and increases competitiveness in
    the U.S. wireless industry
  *Interim funding allows Clearwire to continue LTE build-out and complement
    Sprint’s LTE deployment

Sprint and Clearwire will host a conference call at 8:30 a.m. ET today.
Participants may dial 800-938-1120 in the U.S. or Canada (706-634-7849
internationally) and provide the following ID: 81365573 or may listen via the
Internet at www.sprint.com/investors.

Business Wire

OVERLAND PARK, Kan. & BELLEVUE, Wash. -- December 17, 2012

Sprint (NYSE:S) today announced that it has entered into a definitive
agreement to acquire the approximately 50 percent stake in Clearwire (NASDAQ:
CLWR) it does not currently own for $2.97 per share, equating to a total
payment to Clearwire shareholders, other than Sprint, of $2.2 billion. This
transaction results in a total Clearwire enterprise value of approximately $10
billion, including net debt and spectrum lease obligations of $5.5 billion.

The transaction consideration represents a 128 percent premium to Clearwire's
closing share price the day before the Sprint-SoftBank discussions were first
confirmed in the marketplace on October 11, with Clearwire speculated to be a
part of that transaction; and, a 40 percent premium to the closing price the
day before receipt of Sprint’s initial $2.60 per share non-binding indication
of interest on November 21.

Clearwire’s spectrum, when combined with Sprint’s, will provide Sprint with an
enhanced spectrum portfolio that will strengthen its position and increase
competitiveness in the U.S. wireless industry. Sprint’s Network Vision
architecture should allow for better strategic alignment and the full
utilization and integration of Clearwire’s complementary 2.5 GHz spectrum
assets, while achieving operational efficiencies and improved service for
customers as the spectrum and network is migrated to LTE standards.

Sprint CEO Dan Hesse said, “Today’s transaction marks yet another significant
step in Sprint’s improved competitive position and ability to offer customers
better products, more choices and better services. Sprint is uniquely
positioned to maximize the value of Clearwire’s spectrum and efficiently
deploy it to increase Sprint’s network capacity. We believe this transaction,
particularly when leveraged with our SoftBank relationship, is further
validation of our strategy and allows Sprint to control its network destiny.”

The transaction was unanimously approved by Clearwire’s board of directors
upon the unanimous recommendation of a special committee of the Clearwire
board consisting of disinterested directors not appointed by Sprint. In
addition, Clearwire has received commitments from Comcast Corp., Intel Corp
and Bright House Networks LLC, who collectively own approximately 13 percent
of Clearwire’s voting shares, to vote their shares in support of the
transaction. SoftBank has provided its consent to the transaction, as required
under the terms of its recently announced merger agreement with Sprint.

Clearwire CEO and President Erik Prusch said, “Our board of directors has been
reviewing available strategic alternatives over the course of the last two
years. In evaluating available alternatives, a special committee conducted a
careful and rigorous process, and based on the committee’s recommendation, our
board unanimously determined that this transaction, which delivers certain and
attractive value for our shareholders, is the best path forward.”

In connection with the transaction, Clearwire and Sprint have entered into
agreements that provide up to $800 million of additional financing for
Clearwire in the form of exchangeable notes, which will be exchangeable under
certain conditions for Clearwire common stock at $1.50 per share, subject to
adjustment under certain conditions. Under the financing agreements, Sprint
has agreed to purchase $80 million of exchangeable notes per month for up to
ten months beginning in January, 2013, with some of the monthly purchases
subject to certain funding conditions, including conditions relating to the
approval of the proposed merger by Clearwire’s shareholders and a network
build out plan.

The transaction is subject to customary closing conditions, including
regulatory approvals and the approval of Clearwire’s stockholders, including
the approval of a majority of Clearwire stockholders not affiliated with
Sprint or SoftBank. The closing of the transaction is also contingent on the
consummation of Sprint’s previously announced transaction with SoftBank. The
Clearwire and SoftBank transactions are expected to close mid-2013.

Citigroup Global Markets Inc. acted as financial advisor to Sprint and
Skadden, Arps, Slate, Meagher & Flom LLP and King & Spalding LLP acted as
counsel to Sprint. The Raine Group acted as financial advisor to SoftBank
Corp. and Morrison Foerster LLP acted as counsel to SoftBank. Evercore
Partners acted as financial advisor and Kirkland & Ellis LLP acted as counsel
to Clearwire. Centerview Partners acted as financial advisor and Simpson
Thacher & Bartlett LLP and Richards, Layton & Finger, P.A. acted as counsel to
Clearwire’s special committee. Blackstone Advisory Partners L.P. advised
Clearwire on restructuring matters. Credit Suisse acted as financial advisor
and Gibson Dunn & Crutcher LLP acted as counsel to Intel.

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 served nearly 56 million
customers at the end of the third quarter of 2012 and is widely recognized for
developing, engineering and deploying innovative technologies, including the
first wireless 4G service from a national carrier in the United States;
offering industry-leading mobile data services, leading prepaid brands
including Virgin Mobile USA, Boost Mobile, and Assurance Wireless; instant
national and international push-to-talk capabilities; and a global Tier 1
Internet backbone. The American Customer Satisfaction Index rated Sprint No. 1
among all national carriers in customer satisfaction and most improved, across
all 47 industries, during the last four years. Newsweek ranked Sprint No. 3 in
both its 2011 and 2012 Green Rankings, listing it as one of the nation’s
greenest companies, the highest of any telecommunications company. You can
learn more and visit Sprint at www.sprint.com or www.facebook.com/sprint and
www.twitter.com/sprint.

About Clearwire

Clearwire Corporation (Nasdaq:CLWR), through its operating subsidiaries, is a
leading provider of 4G wireless broadband services offering services in areas
of the U.S. where more than 130 million people live. The company holds the
deepest portfolio of wireless spectrum available for data services in the U.S.
Clearwire serves retail customers through its own CLEAR® brand as well as
through wholesale relationships with some of the leading companies in the
retail, technology and telecommunications industries, including Sprint and
NetZero. The company is constructing a next-generation 4G LTE Advanced-ready
network to address the capacity needs of the market, and is also working
closely with the Global TDD-LTE Initiative and China Mobile to further the
TDD-LTE ecosystem. Clearwire is headquartered in Bellevue, Wash. Additional
information is available at http://www.clearwire.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of
the securities laws. The words “may,” “could,” “should,” “estimate,”
“project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,”
“plan,” “providing guidance” and similar expressions are intended to identify
information that is not historical in nature.

This press release contains forward-looking statements relating to the
proposed merger and related transactions (the “transaction”) between Sprint
and Clearwire. All statements, other than historical facts, including
statements regarding the expected timing of the closing of the transaction;
the ability of the parties to complete the transaction considering the various
closing conditions; the expected benefits and efficiencies of the transaction;
the competitive ability and position of Sprint and Clearwire; and any
assumptions underlying any of the foregoing, are forward-looking statements.
Such statements are based upon current plans, estimates and expectations that
are subject to risks, uncertainties and assumptions. The inclusion of such
statements should not be regarded as a representation that such plans,
estimates or expectations will be achieved. You should not place undue
reliance on such statements. Important factors that could cause actual results
to differ materially from such plans, estimates or expectations include, among
others, any conditions imposed in connection with the transaction, approval of
the transaction by Clearwire stockholders, the satisfaction of various other
conditions to the closing of the transaction contemplated by the merger
agreement, and other factors discussed in Clearwire’s and Sprint’s Annual
Reports on Form 10-K for their respective fiscal years ended December 31,
2011, their other respective filings with the U.S. Securities and Exchange
Commission (the “SEC”) and the proxy statement and other materials that will
be filed with the SEC by Clearwire in connection with the transaction. There
can be no assurance that the transaction will be completed, or if it is
completed, that it will close within the anticipated time period or that the
expected benefits of the transaction will be realized.

Sprint does not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date on which the
statement is made or to reflect the occurrence of unanticipated events.
Readers are cautioned not to place undue reliance on any of these
forward-looking statements.

Additional Information and Where to Find It

In connection with the transaction, Clearwire will file a proxy statement and
other materials with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CLEARWIRE AND
THE TRANSACTION. Investors and security holders may obtain free copies of
these documents (when they are available) and other documents filed with the
SEC at the SEC's web site at www.sec.gov. In addition, the documents filed by
Clearwire with the SEC may be obtained free of charge by contacting Clearwire
at Clearwire, Attn: Investor Relations, (425) 505-6178. Clearwire’s filings
with the SEC are also available on its website at www.corporate.clearwire.com.

Participants in the Solicitation

Clearwire and its officers and directors and Sprint and its officers and
directors may be deemed to be participants in the solicitation of proxies from
Clearwire stockholders with respect to the transaction. Information about
Clearwire officers and directors and their ownership of Clearwire common
shares is set forth in the proxy statement for Clearwire’s 2012 Annual Meeting
of Stockholders, which was filed with the SEC on April 30, 2012. Information
about Sprint officers and directors is set forth in Sprint’s Annual Report on
Form 10-K for the year ended December 31, 2011, which was filed with the SEC
on February 27, 2012. Investors and security holders may obtain more detailed
information regarding the direct and indirect interests of the participants in
the solicitation of proxies in connection with the transaction by reading the
preliminary and definitive proxy statements regarding the transaction, which
will be filed by Clearwire with the SEC.

Photos/Multimedia Gallery Available:
http://www.businesswire.com/multimedia/home/20121217005581/en/

Multimedia
Available:http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50509478&lang=en

Contact:

Sprint
Media:
Scott Sloat, 240-855-0164
scott.sloat@sprint.com
or
Investors:
Brad Hampton, 800-259-3755
investor.relations@sprint.com
or
Clearwire
Media:
Susan Johnston, 425-505-6178
susan.johnston@clearwire.com
or
JLM Partners for Clearwire
Mike DiGioia or Jeremy Pemble, 206-381-3600
mike@jlmpartners.com or jeremy@jlmpartners.com
or
Investors:
Alice Ryder, 425-505-6494
alice.ryder@clearwire.com
 
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