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Clearwire Corporation (CLWRD) Message Board

  • codesilver1 codesilver1 Jun 23, 2013 12:23 AM Flag

    Sprint , Mount Kellett Capital

    Pursuant to the terms of each Voting and Sale Agreement, if the Sale occurs and at any time prior to the one-year anniversary of the consummation of the Sale, Sprint or any of its affiliates acquires all, but not less than all, of the outstanding shares of Common Stock not held by Sprint or any of its Affiliates, whether by merger, tender offer, purchase or other similar transaction (a “Subsequent Transaction”) at a price per share of Common Stock in excess of the price paid in the Sale, then Sprint shall pay or cause to be paid to the Mount Kellett Stockholder, for each shares of Common Stock purchased in the Sale, the difference between the price per share of Common Stock paid in the Sale and the price per share of Common Stock paid in the Subsequent Transaction.

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    • bump

    • Another "make whole" trick by S/SB. Charlie needs to counter this with a blow out bid, imo.

      Sentiment: Strong Buy

    • Sounds like the Kellett shares are a lock in the Sprint acquisition column.

      Sentiment: Hold

    • MCCAW Oct 2012

      the payment of a Make Whole Payment (as defined in the ERH ROFO Notice) by any Equityholder that delivers a response notice pursuant to the ERH ROFO Notice (the “Exercising Non-Selling Equityholder”) and acquires Interests if, at any time following October 17, 2012 but before October 17, 2015, the Exercising Non-Selling Equityholder or an Affiliate (as defined in the Equityholders’ Agreement) thereof acquires or disposes of, directly or indirectly, any Interests at a price higher than an Average Weighted Per Share Acquisition Price (as defined in the ERH ROFO Notice) of $2.97164 or such higher amount established by

    • (a, b) Upon termination of the Group Agreement on June 20, 2013, the Reporting Persons no longer consider themselves to be members of a Section 13D group and, accordingly, may be deemed to have voting and dispositive power over the number and percentage of Class A Common Shares as described below.

      i) Mount Kellett has sole voting and dispositive power over 53,188,166 Class A Common Shares held for the Mount Kellett Funds, which equates to approximately 7.6% of the total number of Class A Common Shares outstanding.

    • sounds like a really good deal... how can I get in on it?

    • The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law and their respective Voting and Sale Agreements, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.

      • 2 Replies to codesilver1
      • ii) Highside Capital, Highside Management and Mr. Hobson share voting and dispositive power over 13,236,766 Class A Common Shares held for the Highside Funds, which equates to approximately 1.9% of the total number of Class A Common Shares outstanding. These Class A Common Shares are held as follows: (A) 6,896,902 Class A Common Shares held for the account of HCP; (B) 536,857 Class A Common Shares held for the account of HCP II; (C)5,489,457 Class A Common Shares held for the account of HOM; and (D) 313,550 Class A Common Shares held for the account of HLP.

        iii) Glenview Capital Management and Mr. Robbins share voting and dispositive power over 32,052,360 Class A Common Shares held for the Glenview Funds, which equates to approximately 4.6% of the total number of Class A Common Shares outstanding. These Class A Common Shares are held as follows: (A) 1,258,069 Class A Common Shares held for the account of Glenview Capital Partners; (B) 14,457,622 Class A Common Shares held for the account of Glenview Capital Master Fund; (C) 5,925,525 Class A Common Shares held for the account of Glenview Institutional Partners; (D) 6,431,292 Class A Common Shares held for the account of Glenview Offshore Opportunity Master Fund; and (E) 3,979,852 Class A Common Shares held for the account of Glenview Capital Opportunity Fund.

        iv) CPMC, CPM, Mr. Lerner and Ms. Lerner share voting and dispositive power over 28,932,625 Class A Common Shares held for the Chesapeake Funds, which equates to approximately 4.1% of the total number of Class A Common Shares outstanding. These Class A Common Shares are held as follows: (A) 16,879,478 Class A Common Shares held for the account of CPLP ; and (B) 12,053,147 Class A Common Shares held for the account of CPMF.

        The foregoing beneficial ownership percentage figures are based on the 699,173,175 Class A Common Shares reported as outstanding as of April 23, 2013

      • this is important