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Crest Financial Files Revised Preliminary Proxy Statement



          Crest Financial Files Revised Preliminary Proxy Statement

PR Newswire

HOUSTON, April 24, 2013

HOUSTON, April 24, 2013 /PRNewswire/ -- Crest Financial Limited, the largest
minority stockholder of Clearwire Corporation (NASDAQ: CLWR), today filed with
the Securities and Exchange Commission (SEC) a revised preliminary proxy
statement regarding the proposed merger between Clearwire Corporation and
Sprint Nextel Corporation. Once its proxy statement is declared effective by
the SEC, Crest intends to wage a campaign to convince the Clearwire
stockholders to vote against the proposed merger.

Crest has made a number of public statements, including through letters, press
releases and filings with the Federal Communications Commission and the
Delaware Court of Chancery, regarding its opposition to the Sprint-Clearwire
merger.  This process continued yesterday in a new letter to the Clearwire
Board of Directors.

In the letter, Crest continued to express its strongly held belief that
Clearwire should be left to realize the full value of its spectrum by
implementing its multi-customer strategy as an independent company.  Crest
asserted that the market itself, as evidenced by the spectrum purchase offers
from DISH Network and Verizon, demonstrates that this path is real.  By
contrast, Crest said that Clearwire's threats of bankruptcy or debt default
are not real.  In Crest's view, with a bidding war heating up for Clearwire's
valuable spectrum through the SoftBank and DISH offers for Sprint and the
offers made directly to Clearwire for spectrum, none of the relevant players
would hand control of Clearwire's spectrum to Clearwire's bondholders through
a debt default or bankruptcy filing.

Crest's letter provided a detailed statement about how Clearwire's Board of
Directors has not acted in the interests of the Clearwire stockholders other
than Sprint.  These include:

  o The Board's handing to Sprint the value of the Clearwire spectrum without
    maintaining for itself the flexibility to pursue alternative
    transactions.  This is in stark contrast to the Sprint Board, which has
    the right under its merger agreement with SoftBank to consider such
    alternatives and to terminate this merger agreement for a superior offer.
  o The Board's failure to recognize the substantial value of Clearwire's
    spectrum.  Using a pro forma cash flow analysis in Sprint's proxy
    statement, Crest shows that a combined Sprint-Clearwire provides to
    SoftBank a positive net present value in the range of $6.5 billion to
    $10.5 billion versus a standalone Sprint that has to build its own
    network.
  o The Board's agreeing to a convertible debt instrument with Sprint the
    primary purpose of which is to force the Clearwire minority stockholders
    to make an untenable choice:  Either accept Sprint's inadequate and unfair
    merger offer or suffer significant dilution of their shares to Sprint.
  o The Board's failure to obtain the necessary consents to accept the
    convertible debt financing offers, and the liquidity that would go with
    them, from both Crest and Aurelius Capital Management LP.

Crest also pointed out that it is Sprint, not Clearwire, that had to find a
transaction partner to save it from its failing finances.  While Sprint was
starving for cash, overrun with debt, losing customers, and facing a very
legitimate risk of bankruptcy, Clearwire had its valuable spectrum assets and
the cash available to meet its build-out objectives.  However, it was the
Sprint Board, and not the Clearwire Board, that turned this situation into an
advantage, Crest states in its letter.

Finally, Crest's letter asks how the Clearwire Board could press ahead with a
vote on the Sprint-Clearwire transaction when the fluid situation in the
market leaves Clearwire's stockholders with a lack of clarity about what they
are voting for or against as well as what is the future of Clearwire's
majority stockholder, Sprint.  Crest believes that the Clearwire Board is
presenting the Clearwire stockholders with a choice:  Take the inadequate
offer from Sprint or allow Clearwire to continue on the independent path that
Crest has described.  Crest also asserts that the Clearwire Board should
answer a number of questions so that the Clearwire stockholders can make an
informed choice, including whether these market moves demonstrate that
Clearwire's spectrum is significantly more valuable than the value the Sprint
offer attributes to it; and who will control Sprint, Clearwire's majority
stockholder, and what business plan will Sprint's new majority stockholder
implement to realize the full value of Clearwire's spectrum.

Crest has hired the proxy-solicitation firm D. F. King & Co., Inc. to help it
oppose the proposed Sprint-Clearwire merger. Crest has also filed a lawsuit in
Delaware against Sprint, Clearwire, the directors of Clearwire, and others
because Crest believes that the defendants breached their fiduciary duties by
scheming to extract value from Clearwire at the expense of the minority
stockholders. In addition, Crest has petitioned the Federal Communications
Commission to block the proposed Softbank-Sprint and Sprint-Clearwire
transactions because they would treat minority stockholders of Clearwire
unfairly and the transactions would not be in the public's best interest.

Crest's revised preliminary proxy statement and its letter to the Board of
Clearwire can be found at http://www.bancroftpllc.com/crest/.

About Crest Financial Limited
Crest Financial Limited is a limited partnership under the laws of the State
of Texas.  Its principal business is investing in securities.

Important Legal Information
CREST FINANCIAL LIMITED AND OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS
(THE "PARTICIPANTS") IN A SOLICITATION OF PROXIES IN RESPECT OF THE PROPOSED
MERGER OF CLEARWIRE WITH SPRINT NEXTEL CORPORATION.  THE PARTICIPANTS HAVE
FILED A PRELIMINARY PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC"). THE PRELIMINARY PROXY STATEMENT IS AVAILABLE AT NO CHARGE
ON THE WEBSITE OF THE PARTICIPANTS' PROXY SOLICITOR AT
HTTP://WWW.DFKING.COM/CLWR AND ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. THE
PARTICIPANTS INTEND TO FILE WITH THE SEC A DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING PROXY CARD IN CONNECTION WITH SUCH PROXY SOLICITATION. WHEN
COMPLETED, ANY SUCH DEFINITIVE PROXY STATEMENT AND PROXY CARD WILL BE
FURNISHED TO SOME OR ALL OF THE STOCKHOLDERS OF THE ISSUER AND WILL, ALONG
WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE ON THE WEBSITE OF THE
PARTICIPANTS' PROXY SOLICITOR AT HTTP://WWW.DFKING.COM/CLWR AND ON THE SEC'S
WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE
COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD (WHEN
AVAILABLE) AT NO CHARGE UPON REQUEST. INFORMATION RELATING TO THE PARTICIPANTS
IN SUCH PROXY SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT.
STOCKHOLDERS OF THE ISSUER ARE ADVISED TO READ THE PRELIMINARY PROXY
STATEMENT, WHICH IS AVAILABLE NOW, AND ANY DEFINITIVE PROXY STATEMENT AND
OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED
TO THE PARTICIPANTS IN ANY SUCH SOLICITATION.

Forward-looking Statements
Certain statements contained herein are forward-looking statements including,
but not limited to, statements that are predications of or indicate future
events, trends, plans or objectives. Undue reliance should not be placed on
such statements because, by their nature, they are subject to known and
unknown risks and uncertainties. Forward-looking statements are not guarantees
of future activities and are subject to many risks and uncertainties. Due to
such risks and uncertainties, actual events may differ materially from those
reflected or contemplated in such forward-looking statements. Forward-looking
statements can be identified by the use of the future tense or other
forward-looking words such as "believe," "expect," "anticipate," "intend,"
"plan," "should," "may," "will," believes," "continue," "strategy," "position"
or the negative of those terms or other variations of them or by comparable
terminology.

 

 

 

SOURCE Crest Financial Limited

Website: http://www.bancroftpllc.com/crest
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