Sprint Nextel Corp. (NYSE:S) signed a non-binding term sheet to acquire remaining 49.84% stake in Clearwire Corporation (NasdaqGS:CLWR) from a group of shareholders for $1.9 billion in cash on November 21, 2012. The group of shareholders are Chesapeake Partners, L.P. and Chesapeake Partners Master Fund, Ltd., funds of Chesapeake Partners Management Co., Inc., Glenview Capital Management, LLC, Highside Capital Management, L.P., Mount Kellett Master Fund II-A, L.P., fund of Mount Kellett Capital Management, Sirios Capital Management, L.P., Crest Financial Limited, Intel Capital, Comcast Corporation (NasdaqGS:CMCS.A), Time Warner Cable Inc. (NYSE:TWC), Pioneer Floating Rate Trust (NYSE:PHD), Pioneer Floating Rate Trust, fund of Pioneer Investment Management, Inc., Highbridge Capital Management, LLC, Bright House Networks, LLC, C P Management, L.L.C. and other shareholders. Sprint offered $2.6 per share for the remaining shares of Class A common stock and Class B common stock of Clearwire, it does not already own.

Sprint Nextel Corp. (NYSE:S) signed a revised term sheet to acquire remaining 49.84% stake in Clearwire Corporation (NasdaqGS:CLWR) from a group of shareholders for $2.1 billion in cash on December 6, 2012. Sprint offered $2.8 per share for the remaining shares of Class A common stock and Class B common stock of Clearwire, it does not already own.

Sprint Nextel Corp. (NYSE:S) entered into a non-binding proposal to acquire remaining 49.84% stake in Clearwire Corporation (NasdaqGS:CLWR) from a group of shareholders for $2.1 billion in cash on December 12, 2012. Sprint offered $2.9 per share for the remaining shares of Class A common stock and Class B common stock and warrants of Clearwire, it does not already own. 50% of such cash account will be paid out within 10 days of the closing. The remaining 50% will pay out on the earlier of (1) the original vesting schedule of the RSUs or (2) the one year anniversary of the closing. The offer includes providing interim financing of up to $800 million to Clearwire after the execution of the deal. As per the proposal, each of Comcast, the Bright House Networks entities and the Intel entities would enter into a voting and support agreement with Clearwire to vote in favor or against of adopting the definitive merger agreement. A special committee of the Clearwire Board of Directors is formed to review potential indications or proposals.

The transaction is subject to regulatory approval, approval by Clearwire's Board, majority of non-Sprint Directors, approval from Clearwire's stockholders including the approval of a majority of Clearwire stockholders not affiliated with Sprint or SoftBank, and consummation of Sprint's acquisition of SoftBank. The transaction is expected to close mid-2013. Sprint Nextel entered into a definitive agreement to acquire 49.55% stake in Clearwire for $2.2 billion on December 17, 2012. Sprint Nextel raised its offer and agreed to pay $2.97 for each share and warrants of Clearwire. On closing, all unvested restricted stock units (RSUs) held by employees will vest in full and convert into a cash equal to the number of the unvested RSUs times $2.97. As per the agreement Sprint will be required to pay Clearwire a termination fee of $120 million. Any obligation to pay such termination fee will be satisfied by the cancellation of $120 million of notes. The transaction has been unanimously approved by Sprint and Clearwire's Board of Directors and special committee. Clearwire has also received commitments from Comcast Corp., Intel Corp. and Bright House Networks LLC. The transaction is also subject to FCC approvals. The shareholders of Clearwire will vote on the proposed acquisition in the meeting scheduled for May 21, 2013. As of May 14, 2013, The Board of Clearwire upholds the takeover bid confirming that the offer would provide certainly attractive, fair value to its investors. As of May 21, 2013, Sprint Nextel Corporation revised its offer per share to $3.4 per share. As of May 22, 2013, Sprint's offer of $3.4 per share was approved by special committee of Directors and was determined as the most favorable bid. As of May 23, 2013, Crest Financial Limited, the largest independent minority shareholder of Clearwire with approximately 8.25% of the Class A common stock of Clearwire, urges Clearwire stockholders to reject the proposed merger with Sprint Nextel Corporation. As of June 2, 2013, Sprint and SoftBank announced that Institutional Stockholder Services has recommended that Sprint stockholders vote in favor of the agreed merger between Sprint and SoftBank.

As on June 12, 2013, the Board of Directors of Clearwire, unanimously recommended that stockholders vote against the Sprint merger. On June 20, 2013, Sprint Nextel revised its offer per share to $5 per share. The merger agreement was amended, as per which Clearwire will be required to pay a termination fee of $115 million, or 3% of the equity value of the minority stake. Clearwire's Board of Directors on unanimous recommendation of the Special Committee recommends stockholders to accept the revised offer. Sprint has received commitments from a group of significant Clearwire stockholders, including Mount Kellett Capital, Glenview Capital Management, Chesapeake Partners and Highside Capital Management to vote their shares in support of the transaction. On June 24, 2013, Institutional Shareholder Services recommended Clearwire's stockholders vote for the revised offer from Sprint. On July 2, 2013 Sprint finalized a voting and sale agreement with Crest Financial, as per which minority Clearwire shareholder now supports Sprint's revised offer. In turn, Sprint will reimburse Crest Financial and affiliated shareholders as much as $2.5 million for costs associated with its campaign to persuade Clearwire shareholders to reject Sprint's proposal.

As of July 5, 2013, the transaction has been approved by The Federal Communications Commission. learwire's shareholders are scheduled to vote on the transaction on July 8, 2013. As of July 8, 2013 the merger was approved by Clearwire Corporation shareholders. The deal is expected to close on July 9, 2013. Michael J. Egan, Matthew Hyams, Adam M. Freiman, Robert J. Leclerc, Matthew S. McCoy, Nathan L. Mihalik, Monika Roth, Carrie A. Ratliff, Gina von Sternberg, Kenneth A. Raskin, Emily Meyer and Laura Westfall of King & Spalding acted as legal advisor and Citigroup Global Markets Inc. acted as financial advisor to Sprint. Thomas H. Kennedy, Jeremy D. London, Antoinette C. Bush, Dean S. Shulman, Ivan A. Schlager, Matthew P. Hendrickson, Regina Olshan, Richard B. Aftanas, Robert S. Saunders, Steven C. Sunshine and Yossi Vebman of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Sprint. Evercore Group L.L.C. acted as financial advisor and David Fox, Joshua Korff, David Feirstein and Christopher Kitchen of Kirkland & Ellis LLP acted as legal advisor to Clearwire.