DISH Makes offer to buy all of Clearwires Stock

Scott Greczkowski

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[h=1]DISH Network Announces Commencement of Tender Offer to Purchase All Clearwire Corporation Class A Common Stock[/h]
Public Company Information:
ENGLEWOOD, Colo.--(BUSINESS WIRE)--DISH Network Corporation (NASDAQ: DISH) announced today that DISH Acquisition Holding Corporation, a Delaware corporation and a wholly owned subsidiary of DISH, has commenced a tender offer to purchase all outstanding shares of Class A Common Stock of Clearwire Corporation (NASDAQ: CLWR), including any shares of Class A Common Stock issued in respect of outstanding shares of Class B Common Stock, for $4.40 per share.






The tender offer is scheduled to expire at 12:00 midnight, New York City time, at the end of June 28, 2013, unless extended or terminated in accordance with the terms and conditions of the offer.
Today, DISH is filing with the Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the offer.
Copies of the offer to purchase, letter of transmittal and other related material are available free of charge from Innisfree M&A Incorporated, the information agent for the tender offer, toll-free at (877) 456-3427.
 
The card game continues. Now Clearwire delays the vote. This rolls back on the Softbank offer for Sprint. Softbank is probably spinning in circles today. But, Sprint already controls a major portion of the Clearwire stock. So, this would put Charlie in a spoiler position with a large minority position and the ability to question anything Sprint does in future. http://www.washingtonpost.com/busin...48f9a2-c996-11e2-9cd9-3b9a22a4000a_story.html
 
I think Charlie would be just as happy to end up letting Softbank have Sprint if he were to get controlling interest in Clearwire. Charlie wants that spectrum for LTE to the home.
 
Charlie is a good poker player.

If he does get Clearwire then chances are good Softbank could pull its offer for Sprint.
 
I think Sprint would be a lot more likely to accept Dish's bid if Dish got Clearwire. I don't think Dish will pull their offer to get Sprint if they successfully gets Clearwire. I think Charlie wants BOTH.
 
I think Charlie would be just as happy to end up letting Softbank have Sprint if he were to get controlling interest in Clearwire. Charlie wants that spectrum for LTE to the home.

Can't do it. Sprint already owns majority of Clearwire so the best Charlie can do is be a big minority owner of Clearwire (unless he buys Sprint also).

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This is an honest question; I don't know; there is probably some obscure class of equities about which I know nothing. How is 50% ownership by Sprint a "majority"?
 
This is an honest question; I don't know; there is probably some obscure class of equities about which I know nothing. How is 50% ownership by Sprint a "majority"?

Sprint owns slightly more than 50% again. They had gone down below but are now above 50%. But the way the company is structured Sprint cannot out vote a majority of the minority shareholders. I believe Sprint owns 50.8%, but could own more depending on loans backed by convertible securities.
 
Sprint owns slightly more than 50% again. They had gone down below but are now above 50%. But the way the company is structured Sprint cannot out vote a majority of the minority shareholders. I believe Sprint owns 50.8%, but could own more depending on loans backed by convertible securities.

I believe Dish owns a good portion of Clearwire's debt/junk bonds. If for some reason all the deals for Clearwire fell through and it went bankrupt, Dish would be in a strong position to obtain portions of Clearwire's spectrum.
 
I believe Dish owns a good portion of Clearwire's debt/junk bonds. If for some reason all the deals for Clearwire fell through and it went bankrupt, Dish would be in a strong position to obtain portions of Clearwire's spectrum.

Probably true, but I do not see a bankruptcy any time soon from Clearwire. Sprint has way too much invested to allow a bankruptcy to happen. If it happened Sprint's shares could be wiped out.
 
Clearwire Committee to Back Dish's Offer, Delay Sprint Vote

A special committee of Clearwire Corp.'s CLWR +0.57% board is planning to push back a Thursday shareholder vote and recommend the full board endorse a tender offer from Dish Network Corp., DISH -4.01% according to a person familiar with the situation, a move that would shun an earlier takeover agreement with majority owner Sprint Nextel Corp. S 0.00%

Despite the expected endorsement, the struggle for control of the mobile broadband provider is likely to continue amid a clash between Sprint and Dish over whether Clearwire can grant certain governance rights to Dish as part of its tender offer. Given Sprint's stake, Dish is seeking to become a major minority shareholder in Clearwire.

It wasn't immediately clear how, or if, the Clearwire committee had interpreted the governance dispute. A Clearwire spokeswoman declined to comment Wednesday beyond an earlier statement that the board and committee are continuing their review.

Clearwire had initially agreed to sell its remaining shares to Sprint for $2.97 a share in December, but Dish came with a higher bid the following month for $3.30. Sprint raised its offer to $3.40 a share in May in the face of opposition from numerous Clearwire shareholders, but Dish launched a tender offer for $4.40 a share later that month.

http://online.wsj.com/article/SB10001424127887324188604578541524227687626.html
 
Dish gets stake in Clearwire and uses that to their advantage to get on the Sprint towers along with the spectrum they already own.
 

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