Clearwire+Dish Network: A Match Not Made in Japan or Kansas

Perhaps the new corporate logo? (Yeah, this is a parody.)

Perhaps the new corporate logo?
(Yeah, this is a parody.)

For years I’ve been telling my clients that the relationship between Clearwire and Sprint is far from what Sprint has portrayed it to be.

No, Clearwire not a controlled entity or affiliate of Sprint, but rather an arms-length investment by Sprint in Clearwire.  For a number of lease transactions over the past few years, this has been a REALLY BIG DEAL that savvy landlords and their counsel have used to reposition their lease negotiations with both Sprint and Clearwire.

Yesterday, Clearwire’s Board of Directors recommended that its shareholders pass on Sprint’s $3.40/share buyout offer in favor of Dish Network’s much sweeter deal at $4.40/share.

Clearwire’s press release yesterday highlights the Dish offer and Sprint’s inferior offer:

Clearwire Special Committee and Board of Directors Unanimously Recommend Stockholders Tender Into DISH Network $4.40 Per Share Tender Offer

  • DISH Offer is in Best Interest of Class A Stockholders
  • Files Schedule 14D-9 with SEC Recommending Stockholders Tender Their Shares Pursuant to DISH Tender Offer
  • Changes Recommendation to Against $3.40 Per Share Sprint Merger
  • Company Plans to Adjourn Special Meeting of Stockholders; Rescheduled Meeting to be Held June 24, 2013

BELLEVUE, Wash., June 12, 2013 (GLOBE NEWSWIRE) — Clearwire Corporation (Nasdaq:CLWR) (“Clearwire” or the “Company”) today announced that its board of directors, based on the unanimous recommendation of the Special Committee consisting of independent, non-Sprint-affiliated directors, has unanimously recommended that stockholders accept and tender into DISH Network Corporation’s (Nasdaq:DISH) (“DISH”) cash tender offer to acquire all outstanding common shares of Clearwire at the previously announced price of $4.40 per share. The DISH tender offer has been amended and now is currently set to expire at 12:00 midnight, Eastern time, at the end of July 2, 2013, unless extended or terminated in accordance with the terms and conditions of the offer. The Company’s board of directors, also based on the unanimous recommendation of the Special Committee, also unanimously recommended that stockholders now vote against the $3.40 per share Sprint merger and related matters.

The DISH tender offer is subject to various conditions, including the tender of more than 25% of the fully diluted voting stock in Clearwire and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

Pursuant to the discretionary authority granted to the chairman of the meeting by Clearwire’s bylaws, the Company plans to adjourn its Special Meeting of Stockholders, which is currently scheduled to be held at 10:30 a.m. Pacific time on Thursday, June 13, 2013, without conducting any business. The Company plans to reconvene the Special Meeting of Stockholders on Monday, June 24 at 9:00 a.m. Pacific time at the Kirkland Performing Arts Center, 350 Kirkland Avenue, Kirkland, Washington, 98033. The record date for stockholders entitled to vote at the Special Meeting remains April 2, 2013.

The Company today filed with the Securities and Exchange Commission (“SEC”) a Solicitation/Recommendation Statement on Schedule 14D-9 and also plans to file a supplement to its proxy statement, each of which explains the matters described in this press release in greater detail. Stockholders are encouraged to read the Schedule 14D-9 filing and proxy supplement, which will be available on the SEC’s website,

Evercore Partners is acting as financial advisor and Kirkland & Ellis LLP is acting as counsel to Clearwire. Centerview Partners is acting as financial advisor and Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A. are acting as counsel to Clearwire’s Special Committee. Blackstone Advisory Partners L.P. has advised the company on restructuring matters.

This should be causing some very loud rumblings at Softbank in Japan, and at Sprint’s HQ in Overland Park, Kansas.  Very loud rumblings, indeed…



Leave a Reply

You can use these HTML tags

<a href="" title=""> <abbr title=""> <acronym title=""> <b> <blockquote cite=""> <cite> <code> <del datetime=""> <em> <i> <q cite=""> <s> <strike> <strong>