Filed by Sprint Nextel Corporation
Pursuant to Rule 425 under the Securities Act of
1933 and Deemed Filed under Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Clearwire Corporation
Commission File No. 001-33349
May 7, 2008
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Forward
Looking Statements |
3 Dan Hesse President and Chief Executive Officer Sprint Nextel Corporation |
4 Transaction Summary (1) Subject to post closing adjustment of $17 - $23 per share based on Clearwires trading price 90 days post closing. Nationwide Network Sprint and Clearwire merge WiMAX assets to create a nationwide wireless broadband network Spectrum Provides the depth of spectrum to satisfy mobile services that demand high capacity bandwidth such as real time video Equity Investment $3.2B investment from committed strategic partners at initial price of $20 per share (1) WiMAX Technology Mobile broadband technology with highest speeds and lowest cost per delivered bit New Products & Revenue Streams Leverage content, network, search, location, and voice, video & data expertise Corporate Structure Tax-efficient structure; new Clearwire remains publicly traded Distribution, network infrastructure, technology and application partners expand network value Strategic Partners |
5 Management Team and Governance Management Team Benjamin G. Wolff, CEO Barry West, President Board of Directors Craig O. McCaw, Chairman Dan Hesse, Director (1) Brian Roberts, Director (1) Glenn Britt, Director (1) John Stanton, Director ------------------------------------------------------------------
Sprint: 5 remaining appointments Intel: 1 remaining appointment Strategic Investors: 1 remaining independent Director 1 Independent Director to be nominated by the Board (1) Committed to serve one year term as respective company representative.
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Benefits for
Sprint Shareholders Maximizes the value of our 2.5 Ghz spectrum through
combination with Clearwire spectrum to create a national footprint Continues WiMAX deployment momentum Realizes value for Sprint by utilizing Sprint network infrastructure and provides Sprint branded 4G product for resale by our sales force Creates 3G MVNO with cable partners (Comcast, Time Warner and Bright House) Preserves Sprints financial flexibility by securing financing from new investors for 4G deployment Public valuation benchmark for 4G business |
7 Ben Wolff Chief Executive Officer Clearwire Corporation |
8 Pro Forma Ownership Structure 49 - 53% Ownership New Existing Shareholders 25 - 28% Ownership 20 - 25% Ownership Notes: (1) Ownership percentages based on in-the-money fully diluted shares at $20 /
share; 725mm total in-the-money fully diluted shares. (2) Additional
$10 mm to be invested by Trilogy Equity Partners. Investment 1,000 $1,050 500 550 100 $3,200 Total Cash Investment STRATEGIC INVESTORS ($MM) (2) 6.9 7.2% 3.4 3.8 0.7 22.0% %Ownership (1) (1) (1) (1) |
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9 Strategic Agreements Aligned to Support Clearwires Mobile Broadband Platform Jointly develop Powered by Google open architecture devices. Desktop and mobile content and applications available on 4G network. Exclusive web and local search provider. Search and advertising revenue sharing arrangement. Intel to develop, market and support WiMAX chipsets for use in Clearwire network PCs and mobile devices. Marketing commitments and branding exclusivity agreements. Access revenue sharing, performance commitments for aligned incentives. 4G MVNO with the new Clearwire. Enterprise sales. Peering, infrastructure and back office agreements. Jointly develop, test and launch 4G applications and services. Distribution and marketing reach to broad existing customer base. Compelling economics through bundled offerings. |
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10 Cost Efficiencies and Reduced Funding Gap Save costs by co-locating on Sprint sites Eliminate duplicative capital expenditures Towers Leverage low cost microwave backhaul Access Sprint and Strategic Investors network infrast ructure Combine vendor agreements and purchasing volume Backhaul & Telecom Multiple committed partners developing and marketing devices Growing ecosystem of PC, CE and phone vendors High purchase volumes drive down device prices Devices and Equipment |
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11 Business Plan Highlights Targeting 120-140 million covered POPs by year-end 2010. Network will provide high-speed wireless solutions to consumer, SOHO, mid
size and enterprise business, public safety segments and educational
institutions. Economic model characterized by low fixed capital and operating expenditures.
Equity infusion of $3.2 billion leaves an approximate future funding requirement
of $2.0 $2.3 billion. Expect to secure additional funding opportunistically. May access capital markets for interim financing to allow Clearwire to accelerate
its build through closing. Note: (1) $0.8 Bn cash includes long term investments. |
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Clearwires Spectrum Portfolio BN MHz-POPs 40 24.0 21.2 0.0 10.0 20.0 30.0 40.0 50.0 Notes: (1) Verizon and AT&T are pro forma for 700 MHz auction. Average of 80% of the 2.5 MHz/POPs in top 100 markets + Spectrum Holdings (Key U.S. Carriers) (1) (1) |
Clearwires Product Vision: A Seamless & Consistent Experience Home and Away Future Handset Services Residential Data, Voice and Mobile Broadband Services Mobile Broadband Services For Embedded Laptops and Consumer Electronics Future services targeting in vehicle and machine to machine |
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14 Benefits for Clearwire Shareholders Premium to recent share price trading levels, and enhanced upside prospects for shareholders. Spectrum value realization, reduced financing risks and enhanced revenue opportunities. Sprints 4G assets complement Clearwires assets and established wireless high-speed Internet business. Strategic investors provide financial backing and expand market and revenue opportunities. Accelerated deployment of the first nationwide mobile WiMAX network. Seasoned industry-tested management team and world-class board of directors. |
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Roadmap to Completion Execute definitive agreement Clearwire shareholder vote Receive FCC and applicable anti- trust regulatory approvals Close transaction Completed 4 8 months 6 9
months
- Immediately following receipt of all approvals Expected Timeline Event |
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Q & A |