Simpson Thacher is representing the audit committee of the board of directors of Clearwire Corporation (the "Company") in connection with the Company's recently announced financing transactions involving certain of Clearwire's significant equityholders, including Sprint Nextel Corporation, Intel Corporation, Comcast Corporation, Time Warner Cable Inc., Eagle River Holdings, LLC, and Bright House Networks, LLC (the "Participating Investors").
In light of the requirements of the Company's governing documents and the related-party nature of the transactions, the disinterested members of the committee were tasked by the board of directors with evaluating and negotiating potential financing alternatives on behalf of the Company. Following a multi-month long review and negotiation process by the committee and the committee's ultimate approval and recommendation of the financing transactions, the Company announced on November 10 that it had executed a definitive agreement relating to a new $1.564 billion equity financing by the Participating Investors, at a per share price of $7.33, which represented a premium to the Company's trading price prior to announcement of the transaction. In addition, as part of the equity financing transactions, the Company will launch a new common stock rights offering, pursuant to which the public holders of the Company's Class A Common Stock will be able to participate in a distribution of rights to purchase new shares of Class A Common Stock of the Company. Each right will be exercisable for approximately .4336 shares of Class A Common Stock at a per share price of $7.33 and will be exercisable and freely transferable by such public holders for six months following the distribution of the rights.
In addition, in connection with its announcement of the new equity financing, the Company launched an offering of at least $1.45 billion of new senior secured notes, in connection with which Sprint Nextel and Comcast have agreed to rollover approximately $240 million of their existing debt of the Company for new Notes issued in the offering (assuming the Notes offering is fully subscribed).
The Simpson Thacher team includes Richard Beattie, Robert Spatt, Doug Bacon, Brian Gingold, Jon Ozner and Alfredo Porretti (M&A), Joe Kaufman and Estella Chen (Capital Markets), Paul Curnin and Peter Kazanoff (Litigation) and Steve Todrys (Tax).