Clearwire (CLWR) Completes Transaction with Sprint Nextel; CLWR Receives $3.2 Billion Investment from Comcast, Intel, Time Warner and Google

December 1, 2008 9:52 AM EST

Clearwire Corporation (NASDAQ: CLWRD) (for the first 20 trading days and (Nasdaq: CLWR) thereafter) 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 (Nasdaq: CMCSK), Intel (Nasdaq: INTC), Time Warner Cable (Nasdaq: TWC), Google (Nasdaq: GOOG) and Bright House Networks. The transaction with Sprint and the new cash investment were completed on the terms originally announced on May 7, 2008.

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 through Intel Capital, Google Inc., Comcast Corporation , Time Warner Cable Inc., 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

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, another director is Dan Hesse, Sprint's chief executive officer.

Clearwire Corporation builds and operates wireless broadband networks that enable Internet communications.[SM]

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