Dish Network Corp. (NasdaqGS:DISH) entered into a non-binding proposal to acquire certain spectrum assets covering 11.4 billion MHz-POPs from Clearwire Corporation (NasdaqGS:CLWR) for $2.2 billion on December 28, 2012. Dish would pre-fund the Spectrum purchase price within three business days of signing through a senior unsecured PIK debenture. 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 these spectrum assets. A special committee comprised of the Board of Clearwire would be evaluating the transaction. The transaction is subject to numerous, material uncertainties and conditions, including the negotiation of multiple contractual arrangements being requested by Dish and regulatory approval.

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.

Evercore Partners Inc. (NYSE:EVR) acted as financial advisor and Kirkland & Ellis LLP is acted as legal advisor to Clearwire. Centerview Partners LLC acted as financial advisor and Simpson Thacher & Bartlett LLP and C. Stephen Bigler, Donald A. Bussard, Raymond DiCamillo and Rudolf Koch of Richards, Layton & Finger, P.A. acted as legal advisors to Clearwire's special committee. Dan Burch and Laurie Connell of MacKenzie Partners acted as information agents to Clearwire. Mike DiGioia and Jeremy Pemble of JLM Partners along with Joele Frank and Andy Brimmeracted of Joele Frank, Wilkinson Brimmer Katcher acted as public relation advisors to Clearwire. Sullivan & Cromwell LLP acted as legal advisr to Dish Network.