SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
CLEARWIRE CORPORATION
(Name of Subject Company (Issuer))
DISH ACQUISITION HOLDING CORPORATION
a wholly-owned subsidiary of
DISH NETWORK CORPORATION
(Names of Filing Persons (Offerors))
Class A Common Stock, par value $0.0001 per Share
(Title of Class of Securities)
18538Q105
(CUSIP Number of Class of Securities)
R. Stanton Dodge
Executive Vice President, General Counsel and Secretary
DISH Network Corporation
9601 S. Meridian Boulevard
Englewood, Colorado 80112
(303) 723-1000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of the filing person)
with copies to:
Scott D. Miller
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4000
CALCULATION OF FILING FEE
Transaction Valuation* |
Amount of Filing Fee** |
|
---|---|---|
$6,612,497,976 | $901,944.72 | |
Amount Previously Paid: | $901,944.72 | Filing Party: | DISH Acquisition Holding Corp | |||
Form of Registration No. | 005-084306 | Date Filed: | 5/30/2013 |
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to the offer by DISH Acquisition Holding Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of DISH Network Corporation, a Nevada corporation ("DISH"), to purchase all outstanding shares of Class A common stock, par value $0.0001 per share, of Clearwire Corporation, a Delaware corporation, at a purchase price of $4.40 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 30, 2013 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii) (which, together with any amendments or supplements thereto, collectively constitute the "Offer").
Items 1 through 9; Item 11.
All information contained in the Offer to Purchase and accompanying Letter of Transmittal, including all exhibits and schedules thereto, is hereby incorporated by reference in response to Items 1 through 9 and Item 11 in this Schedule TO.
Item 10. Financial Statements.
Not applicable.
(a)(1)(i) | Offer to Purchase, dated May 30, 2013. | |
(a)(1)(ii) |
Form of Letter of Transmittal (including the Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). |
|
(a)(1)(iii) |
Form of Notice of Guaranteed Delivery. |
|
(a)(1)(iv) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
|
(a)(1)(v) |
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
|
(a)(1)(vi) |
Summary Advertisement as published on May 30, 2013, in the Wall Street Journal. |
|
(a)(1)(vii) |
Press Release issued by DISH Network Corporation on May 30, 2013. |
|
(a)(2) |
Not applicable. |
|
(b) |
Not applicable. |
|
(d)(1) |
Form of proposed Note Purchase Agreement (included in Exhibit (a)(1)(i)). |
|
(d)(2) |
Form of proposed Investor Rights Agreement (included in Exhibit (a)(1)(i)). |
|
(g) |
Not applicable. |
|
(h) |
Not applicable. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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DISH ACQUISITION HOLDING CORPORATION DISH NETWORK CORPORATION |
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By: |
/s/ R. STANTON DODGE |
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R. Stanton Dodge | |||
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Executive Vice President, General Counsel and Secretary |
Dated: May 30, 2013
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