[Skadden, Arps, Slate, Meagher & Flom LLP Letterhead]
June 18, 2013
VIA EMAIL AND HAND DELIVERY
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Mail Stop 3561
Attention: Mr. David L. Orlic
| Re: | Clearwire Corporation |
Amendment No. 7 to Schedule 13E-3
Filed by Sprint Nextel Corporation et. al. on May 28, 2013
File No. 005-84306
Additional Definitive Proxy Soliciting Materials
Filed by Sprint Nextel Corporation on June 3, 2013
File No. 001-34196
Dear Mr. Orlic:
This letter is being furnished on behalf of our client, Sprint Nextel Corporation, a Kansas corporation (“Sprint”), in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), regarding Clearwire Corporation’s Amendment No. 7 to Schedule 13E-3 of Clearwire Corporation filed by Sprintet al. (File No. 005-84306) that was filed with the Commission on May 28, 2013 (the “Schedule 13E-3”) and Additional Definitive Proxy Soliciting Materials on Schedule 14A filed by Sprint with respect to Clearwire Corporation (File No. 001-34196) (the “Proxy Materials”) that were filed with the Commission on June 3, 2013.
In response to the Staff’s request that Sprint file the Proxy Materials under cover of Schedule 13E-3, we respectfully advise the Staff that the Proxy Materials do not contain any information that materially updates any of the information included in the Schedule 13E-3. In response to the Staff’s request that Sprint disclose what consideration it gave to updating its Item 1014(a) fairness determination with respect to the Rule 13e-3 transaction to take into account the DISH offer, we respectfully advise the Staff that Sprint has not undertaken any such consideration as of the date hereof and does not believe any further disclosure is required under Rule 13e-3 at this time.
United States Securities and Exchange Commission
Division of Corporation Finance
June 18, 2013
Page 2
If you have any questions concerning these matters, or require any further information, please call the undersigned at (202) 371-7535 or my partner, Thomas H. Kennedy, at (212) 735-2526.
| Very truly yours, |
/s/ Jeremy London |
| Jeremy London |
| cc: | Thomas H. Kennedy, Esq. |
Ajay Korduri, Esq.
