Clearwire Corporation Provides Transaction Update

Clearwire Corporation Provides Transaction Update

BELLEVUE, Wash., Jan. 8, 2013 (GLOBE NEWSWIRE) -- Clearwire (Nasdaq:CLWR)
today announced that it has received an unsolicited, non-binding proposal (the
"DISH Proposal") from DISH Network Corporation ("DISH"). The DISH Proposal, as
further summarized below, provides for DISH to purchase certain spectrum
assets from Clearwire, enter into a commercial agreement with Clearwire,
acquire up to all of Clearwire's common stock for $3.30 per share (subject to
minimum ownership of at least 25% and granting of certain governance rights)
and provide Clearwire with financing on specified terms.

The DISH Proposal is only a preliminary indication of interest and is subject
to numerous, material uncertainties and conditions, including the negotiation
of multiple contractual arrangements being requested by DISH (some of which,
as currently proposed, may not be permitted under the terms of Clearwire's
current legal and contractual obligations). It is also subject to regulatory

As previously announced on December 17, 2012, Clearwire has entered into a
definitive agreement with Sprint Nextel Corporation ("Sprint") for Sprint to
acquire the approximately 50 percent stake in Clearwire it does not already
own for $2.97 per share (the "Sprint Agreement"). Clearwire's ability to enter
into strategic transactions is significantly limited by its current
contractual arrangements, including the Sprint Agreement and its existing
Equityholders' Agreement.

The Special Committee of the Clearwire Board of Directors (the "Special
Committee") has determined that its fiduciary duties require it to engage with
DISH to discuss, negotiate and/or provide information in connection with the
DISH Proposal. The Special Committee has not made any determination to change
its recommendation of the current Sprint transaction. Consistent with its
obligations under the Sprint Agreement, Clearwire has provided Sprint with
notice, and the material terms, of the DISH Proposal, and received a response
from Sprint that is described below.

DISH had, prior to the announcement of the Sprint Agreement, provided
Clearwire with a preliminary indication of interest solely with respect to
acquiring certain of Clearwire's spectrum assets, on substantially the same
pricing per MHz-POPas the spectrum purchase included in the DISH Proposal
described below, and entering into a commercial agreement. Although Clearwire
worked with DISH prior to the execution of the Sprint Agreement to improve the
overall terms of that proposal, the Special Committee of the Clearwire Board
determined that the Sprint transaction was, for a number of reasons, a
more-attractive alternative for Clearwire's non-Sprint Class A stockholders
than a transaction with DISH at that time and on the terms then-proposed by

Summary of DISH Proposal

The following is a summary of the material terms of the proposal:

  *Spectrum Purchase. DISH would acquire from Clearwire spectrum covering
    approximately 11.4 billion MHz-POPs ("Spectrum Assets"), representing
    approximately 24% of Clearwire's total MHz pops of spectrum, for aggregate
    net cash proceeds to Clearwire of approximately $2.2 billion (the
    "Spectrum Purchase Price"). The net cash proceeds are prior to any
    adjustment for potential tax liabilities which are likely to arise from
    the sale of spectrum assets even after utilizing the existing net
    operating losses. At DISH's option, Clearwire would also sell or lease up
    to an additional 2 MHz of Clearwire's spectrum to DISH from a channel that
    is adjacent to the Spectrum Assets at a price to be calculated in the same
    manner as the Spectrum Assets.
  *Commercial Agreement. Clearwire would, at DISH's request, provide certain
    commercial services to DISH, including the construction, operation,
    maintenance, and management of a wireless network covering AWS-4 spectrum
    and new deployments of 2.5 GHz spectrum.
  *Acquisition of Clearwire Shares; Governance. DISH would make an offer to
    Clearwire's stockholders to purchase up to all of Clearwire's outstanding
    shares at a price of $3.30 per share in cash. This tender offer would not
    be dependent on Sprint's participation, but would be subject to a number
    of conditions, including DISH: (i) acquiring no less than 25% of the
    fully-diluted shares of Clearwire, (ii) being granted the right to
    designate Clearwire board members commensurate with its pro forma
    ownership percentage, (iii) receiving certain minority protections,
    including the right to approve material changes to Clearwire's
    organizational documents, change of control and material transactions with
    related parties (unless these transactions were approved by an independent
    committee of the Clearwire board and, if over a certain threshold,
    supported by a written fairness opinion from a nationally recognized
    investment bank) and (iv) receiving preemptive rights. In addition, the
    DISH Proposal would require Clearwire to terminate the note purchase
    agreement under which Sprint has agreed to provide interim financing to
    Clearwire and is conditional upon the consummation of the spectrum
    purchase and Clearwire being in compliance with the commercial agreement
    (both as described above).
  *Spectrum Purchase Price Funding. DISH would pre-fund the Spectrum Purchase
    Price within three business days of signing through a senior Unsecured PIK
    Debenture (the "PIK Debenture") bearing PIK interest at a rate of 6% per
    annum in the event the Spectrum Assets are sold to DISH or 12% per annum
    otherwise. Clearwire would be obligated to either apply the proceeds of
    the pre-funding to reduce outstanding long-term debt through the
    redemption or repurchase of the 2015 Senior Secured Notes and 2016 Senior
    Secured Notes of Clearwire Communications LLC or, in the event that a
    portion of the Network Build Financing described below is unavailable due
    to the failure to receive shareholder approval, to use an equivalent
    portion of the proceeds of the PIK Debenture to fund network build-out
    costs; in that case, any future make up draws on the Network Build
    Financing following shareholder approval would be applied to reduce debt
    as provided in this sentence. If Spectrum Assets are not acquired due to a
    failure to obtain required regulatory approvals, Clearwire would, within
    30 days following termination of the spectrum purchase agreement, repay
    the PIK Debenture plus interest at 6% per annum. If Clearwire is unable to
    repay the PIK Debenture during this 30 day period, it would be entitled to
    convert the principal amount and accrued interest on the PIK Debenture
    into a note on terms comparable to the 2015 Senior Secured Notes
    previously repaid, having a maturity of December 1, 2015.
  *Network Build Financing. DISH proposes to provide additional capital to
    fund a portion of Clearwire's network build-out through a credit facility
    for the purchase of exchangeable notes on substantially similar terms to
    those which Sprint has agreed to provide, subject to cancellation of the
    Sprint Financing Agreements (as described below).
  *Deal Protections. DISH expects appropriate deal protections, including a
    5-day match right, similar to those included in the Sprint Agreement. DISH
    would match Clearwire's termination rights as provided for in the Sprint
    transaction (including the possible forgiveness of a portion of the
    exchangeable notes upon certain termination events).
  *Sprint Financing. DISH has indicated that the proposal will be withdrawn
    if Clearwire draws on the financing under the Sprint Financing Agreements.

In connection with the Sprint Agreement, Clearwire and Sprint also entered
into agreements that provide up to $800 million of additional financing to
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 (the "Sprint Financing Agreements"). Under
the Sprint Financing Agreements, Sprint has agreed to purchase, at Clearwire's
option, $80 million of exchangeable notes per month for up to 10 months
beginning on January 2, 2013. The DISH Proposal indicates that it will be
withdrawn if Clearwire draws on the financing under the Sprint Financing
Agreements.As a result, in order to allow the Special Committee to evaluate
the DISH Proposal, at the direction of the Special Committee, Clearwire has
revoked its initial draw notice and has not received the first $80 million
under the Sprint Financing Agreements. The Special Committee has not made any
determination with respect to any future draws under the Sprint Financing

Summary of Sprint Response to DISH Proposal

In response to the DISH Proposal, Clearwire has received a letter from Sprint
stating, among other things, that Sprint has reviewed the DISH Proposal and
believes that it is illusory, inferior to the Sprint transaction and not
viable because it cannot be implemented in light of Clearwire's current legal
and contractual obligations. Sprint has stated that the Sprint Agreement would
prohibit Clearwire from entering into agreements for much of the DISH
Proposal. The following is a summary of Sprint's statements in its letter
regarding the material terms of the DISH Proposal:

  *Spectrum Purchase.Sprint has stated that, under the Sprint Agreement,
    Clearwire is prohibited from selling the Spectrum Assets without Sprint's
    consent. In addition, Sprint has stated that Clearwire is further subject
    to various requirements under its commercial agreements with Sprint and
    the Equityholders' Agreement applicable to selling Spectrum Assets, even
    if the Merger Agreement were not in place.
  *Commercial Agreement.Sprint has stated that, under the Merger Agreement,
    Clearwire is prohibited from entering into the commercial agreement
    proposed by DISH so long as the Merger Agreement is in place.
  *Acquisition of Clearwire Shares.Sprint has stated that the DISH Proposal
    may constitute a change of control under the Equityholders' Agreement,
    which would require the affirmative vote of 75% of the issued and
    outstanding shares of Clearwire's stock. Sprint has stated it would not
    vote in favor of the proposed transaction with DISH.
  *Governance. Sprint has stated that (i) it would be impermissible under
    Clearwire's current Equityholders' Agreement for Clearwire to agree to
    nominate DISH's designees to the Clearwire Board, (ii) it would be
    impermissible under the Equityholders' Agreement for Clearwire to create a
    new independent committee of the Clearwire Board and (iii) under Delaware
    law, certain governance rights requested by DISH (including the request
    for proportionate board representation) cannot be granted by Clearwire in
    a manner that does not require amendment of the certificate of
    incorporation or consent of Sprint to a shareholder agreement embodying
    what DISH has requested.
  *Funding. Among other arguments, Sprint has stated that the complex
    financing provisions of the DISH Proposal must also be considered in light
    of the existing Clearwire contractual arrangements (including debt
    arrangements) and that it is not clear from Sprint's review that such
    financing is permitted by or would comply with Clearwire's existing
    arrangements. In addition, Sprint has stated that Sprint and the other
    parties to the Equityholders' Agreement would have preemptive rights with
    respect to any issuance of exchangeable notes by Clearwire as contemplated
    by the DISH Proposal, and any issuance of such notes may also require
    Clearwire stockholder approval in accordance with the NASDAQ listing
  *Sprint Financing. Sprint has stated that it is concerned with Clearwire's
    failure to consummate the January 2 tranche of funding under the Sprint
    Financing Agreements, that it does not believe Clearwire's initial draw
    notice was revocable and that it has reserved its rights relating thereto.


The Special Committee will, consistent with its fiduciary duties and in
consultation with its independent financial and legal advisors, continue to
evaluate the DISH Proposal and the letter from Sprint and discuss them with
each of DISH and Sprint, as appropriate. The Special Committee and Clearwire
will pursue the course of action that is in the best interests of Clearwire's
non-Sprint Class A stockholders. Neither Clearwire nor the Special Committee
has any further comment on this matter at this time.

Evercore Partners is acting as financial advisor and Kirkland & Ellis LLP is
acting as counsel to Clearwire. Centerview Partners is acting as financial
advisor and Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A.
are acting as counsel to Clearwire's special committee.

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 to further the TDD-LTE ecosystem.
Clearwire is headquartered in Bellevue, Wash. Additional information is
available at

The Clearwire Corporation logo is available at

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 synergies 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.

Additional Information and Where to Find It

In connection with the transaction, Clearwire will file a proxy statement 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 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) 505-6494. Clearwire's filings
with the SEC are also available on its website at

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.

CONTACT: Media Contacts:
         Susan Johnston, (425) 505-6178
         JLM Partners for Clearwire
         Mike DiGioia or Jeremy Pemble, (206) 381-3600 or
         Joele Frank, Wilkinson Brimmer Katcher for Clearwire
         Joele Frank or Andy Brimmer, (212) 355-4449
         Investor Contacts:
         Alice Ryder, (425) 505-6494
         MacKenzie Partners for Clearwire
         Dan Burch or Laurie Connell, (212) 929-5500 or

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