Clearwire board recommends shareholders accept Dish offer, not Sprint’s

The saga continues for Sprint.
When the announcement came that the US carrier would be purchased by Japanese counterpart Softbank, it seemed pretty cut and dry. Softbank had a respectable offer in place, Sprint accepted it, and life would go on. Of course, the deal had a few caveats, like Sprint purchasing the remaining interest in Clearwire they no longer owned.

The quick rundown of that deal was that Sprint offered $800 million for the remaining shares of Clearwire it didn’t own. That was made in monthly installments, convertible to Clearwire stock. Dish had a competing offer at the time, which seemed less likely to come to fruition each time Sprint made a payment to Clearwire. To most observers, it seemed as though Sprint was steamrolling Dish out of Clearwire ownership.
Dish’s offer at the time was for $3.30/share, roughly market value. They’ve since revised that offer to $4.40/share, and the board of Clearwire seems impressed. The only other competing bid is currently from Sprint, at $3.40/share. The Clearwire board has recommended to the shareholders that they accept the Dish offer, further muddying the waters for Sprint.
“Sprint without Clearwire is a company without spectrum to do many of the 4G things they want to do” said Walt Piecyk, an analyst at BTIG LLC in New York. If Dish were to gain a stake in Clearwire, they put themselves in a better position for their proposed buyout of Sprint. Clearwire currently trades at (you guessed it) $4.40/share, meaning Dish is once again offering face value for half of the company. Clearwire doesn’t have the operating capital to keep afloat, and would have to shutter service by March of 2014 if they don’t find a buyer or restructure.
What we have is a company in Dish who is willing to pay a higher price to get involved with more spectrum, and mobile carriers. While their deal for Sprint is suspect, due to the company leveraging quite a bit for the deal to happen, it still shows resolve. Sprint is in a bit of a bind with Clearwire. Clearwire had been accepting payment from them, but is now positioned to allow Dish to purchase the remaining stock Sprint doesn’t have.
Sprint without Clearwire is a company without spectrum to do many of the 4G things they want to do.Dish has said they’d accept an offer for 25% above market value for their stake in Clearwire, should they acquire the remaining half of the company. That is either because they know they’ll never get that price, or because it would raise enough capital to increase their position for purchasing Sprint.
Sprint and Softbank are clearly trying to make the deal work, but roadblocks have been coming in droves. Softbank recently said they’d also consider purchasing T-Mobile if the Sprint deal doesn’t happen, which shows a lack of resolve. Dish has made a more impressive offer for Sprint, though Softbank also recently raised their offer as well. Dish recently asked that the FCC freeze the Sprint-Softbank deal, a stall tactic meant to disrupt calm waters.
Clearwire is the winner in this scenario, as they’re in the best position to dictate terms. Just as it was before, the Dish offer is the best on the table. This time, they’ve gone ahead and accepted it, rather than take payment from Sprint. Accepting payments before made us believe there was a handshake deal in place between Sprint and Clearwire, but clearly that is no longer the case. The board accepted Dish’s offer because it was a 29% premium over Sprint’s, which they noted in a regulatory filing.
If Dish were to gain a majority-minority holding in Clearwire, issues of governance arise due to the complicated Delaware corporate law as well as Clearwire’s current structure. Delaware law requires a ⅔ vote from a board, which can be applied to veto powers for shareholders. If Dish’s bid succeeded, you’d have a board comprised mostly of two disparate companies, both with the potential for veto powers, who then need a ⅔ vote for any motion of proposal to carry.
Dish is serious about getting a foothold, and Sprint seems keen on their Softbank deal working out. The issue for both is Clearwire, who will do what is best for their shareholders. While that currently seems like accepting the Dish offer, that could change quickly.

Source:Wall Street Journal

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