Bye-bye then, Nextel iDEN

Goodbye old Beep-Beep-Beep!
Goodbye old Beep-Beep-Beep!

Exactly 1 minute ago, at 12:01 a.m. , Sprint decommissioned Nextel’s iDEN service.

It pulled the big plug.  Flipped off the lights.  Took its toys and went home.

No more beep-beep-beep. No more programming of weird handset codes to identify group users.

In fact, no more service if you have a Sprint iDEN boat anchor and didn’t switch over to Sprint or another carrier prior to 60 seconds ago.

Hey, Sprint warned you this was happening, so don’t act surprised. That said, if you woke up today and find your beep-beep-beep going annnnnn-annnnnn-annnnnn, well, good luck.

Goodbye Nextmai ®… goodbye Chirp®… goodbye Priority Connect®…goodbye all those other cute Nextel registered trademarks!

iDEN we hardly knew ya.


T-Mobile’s Clever Way to Camo a Polish Cell Site

T_MoPolandN50_4.5578E19-44.0665_20110906_DSC_0208What better way for T-Mobile to promote its wireless service than to turn a cell site into a billboard advertisement for T-Mobile’s wireless service. It’s kind of a ‘two-fer.’

This billboard/cell site is located west of the Morawica area of Poland, just west of John Paul II International Airport (the Krakow, Poland Airport) on E462.

You can click on the photograph to enlarge it to full size.  I shot this photo during my trip to Central Europe in September, 2011.

Shameless promotion: I have thousands of high resolution photographs of wireless communications sites and components online at My wireless site photographs regularly grace magazine covers and illustrate articles. They also served to illustrate the National Geographic Magazine article on camouflaged cell tower sites, “Cell Phonies” (September 2007).

Photograph Copyright © 2011 Jonathan Kramer. All rights reserved.



Bye-bye Sprint Nextel…Hello SoftSprint!

Yes, this is a parody logo. You wondered?

Sprint Nextel is now a part of SoftBank.

Sprint reports that about 98% of its shareholders voted for the deal. The FCC approval seems like it will be pro forma.

Now, with the SoftSprint and SprintClear deals done, I suspect Dan Hesse is considering when and how he’ll exit SoftSprint, if he hasn’t already already worked out the details of that deal with Masayoshi Son.

Actually, I’d bet Dan’s exit plan is already set down on paper, and it says something like, ‘Dan, thanks for the hard work.  We’ll have you stay on as a special consultant to SoftSprint for the next three years…yeah, we’ll call it a consulting gig.  You’ll start about two weeks after the FCC approves the deal.  Something like $5M a year, plus a really nice parting gift.’

At least Dan will be able to keep his SAG-AFTRA membership.  Maybe part of the consulting gig will be that Dan keeps on making commercials for his new boss.

Here’s Sprint’s press release from this morning:

OVERLAND PARK, Kan. (BUSINESS WIRE), June 25, 2013 – Sprint Nextel Corporation (“Sprint”) (NYSE: S) shareholders voted today to approve and adopt the previously announced merger agreement providing for a substantial investment by SoftBank Corp. (“SoftBank”) (TSE: 9984). Sprint shareholders overwhelmingly approved the deal, with approximately 98 percent of the votes cast at today’s special shareholders meeting voting in favor of the merger agreement, representing approximately 80 percent of Sprint’s outstanding common stock as of April 18, 2013, the record date for the special meeting.

“Today is a historic day for our company, and I want to thank our shareholders for approving this transformative merger agreement,” said Sprint CEO Dan Hesse. “The transaction with SoftBank should enhance Sprint’s long-term value and competitive position by creating a company with greater financial flexibility.”

Consummation of the Sprint-SoftBank transaction remains subject to the receipt of the Federal Communications Commission approval. Sprint and SoftBank anticipate the merger will be consummated in early July 2013.

As previously announced, Sprint stockholders will have the option to elect to receive cash in the amount of $7.65 or one of New Sprint common stock for each share of Sprint common stock owned by them (subject to the previously disclosed proration provisions in the merger agreement). The total cash consideration available to Sprint stockholders is $16.64 billion. Pro forma for the transaction, the current Sprint stockholders’ resulting equity ownership in a stronger, more competitive New Sprint will be 22 percent while SoftBank will own approximately 78 percent. Sprint and SoftBank have previously mailed to Sprint shareholders forms of election and related instructions and established 5:00 p.m., New York time, on July 5, 2013 as the election deadline, subject to extension.


Sprint to Clearwire: How ’bout a Bigger Dowry?

cleardishbrokenlogoSo, in the latest chapter of the SoftSprint-Clearwire-Dish matrimonial saga, it looks like SoftSprint will indeed take Clearwire to the alter.

Yesterday, Sprint (which had sued Clearwire just three days before to block the sale to Dish) decided to up its offer from $3.40 to $5.00, topping Dish’s offer of $4.40.

Just to make sure that Clearwire doesn’t take the ring off the finger one more time, Sprint’s amended marriage proposal contract with Clearwire provides for Clearwire to pay Sprint a break-up fee of $115 million should Clearwire get cold feet…again.

I have to imagine that there were some very interesting conversations between Japan and Kansas about what would happen to the value of the SoftSprint deal if Clearwire went off and married Dish.  Soft needs Clearwire’s frequency allotments to make its Sprint purchase ‘reasonable’…it didn’t need cash nearly as much.  Soft so much as signed that point exactly when it made noises yesterday about making a run for T-Metro if the SofSprint deal collapses.

Lest anyone be unclear:

  1. Clearwire is all about licensed frequencies for LTE; not WiMax, facilities or customers;
  2. Sprint only makes sense with Clearwire’s licensed frequencies; forget about the cash;
  3. SoftSprint only makes sense with Sprint’s sites being upgraded to Network Vision and getting control of Clearwire’s licensed frequencies.

There you go!



Dish to Sprint: Tough! We’re headed to the alter with Clearwire!

It didn’t take long for Dish to fire off a public response to Sprint’s compliant to block Dish’s takeover of Clearwire.  Here’s what Dish had to say, short and sweet:

“Sprint’s lawsuit is a transparent attempt to divert attention from its failure to deal fairly with Clearwire’s shareholders, as well as to exploit its majority position to block Clearwire’s shareholders from receiving a fair price for their shares. DISH is confident that its superior offer, which has been unanimously recommended by the Clearwire Board, including the majority appointed by Sprint, will be upheld and Clearwire shareholders will be free to realize the 29 percent premium represented by the DISH offer.”

Link to Dish’s press release.

I’m already getting my popcorn ready to have at hand when I read Dish’s answer to Sprint’s complaint.  This has all the makings of a great Lifetime Channel movie.


Sprint to Dish and Clearwire: Your Marriage is Not Gonna Happen

Perhaps the new corporate logo? (Yeah, this is a parody.)
Perhaps the new corporate logo?  Not if Sprint has its way in court.  (Yeah, this logo is my parody.)

Sprint today filed suit in the Court of Chancery in Delaware to block the sale of Clearwire to to Dish Network.  The 45-page verified complaint aims to not only stop the sale, but to ding Dish for tortious interference with Sprint’s rights under its merger agreement with Clearwire.

Most telling in the complaint is Sprint’s assertion that “DISH wants spectrum.” (para. 3.)   How very true of both suitors.

Sprint’s complaint is summarized in the press release below.

Below the press release is the “Nature of the Action” section of the complaint. Below that is a link to the 45-page complaint.

As of the initial posting of this message, neither Dish nor Clearwire has yet released any public comments on Sprint’s complaint.  I’m sure Dish’s reply will be most entertaining.

June 17, 2013

Sprint Files Lawsuit Against DISH Network Corporation and Clearwire Corporation Citing the Illegality of the DISH Tender Offer for Clearwire

If Completed, Tender Offer Would Violate Delaware Corporate Law, Sprint’s Bargained-For Rights and the Rights of the Strategic Investors Under the Charter and Equity Holders Agreement

Lawsuit Contends that the Tender Offer is Structurally and Actionably Coercive

OVERLAND PARK, Kan. (BUSINESS WIRE), June 17, 2013 – Sprint (NYSE:S) announced today that it has filed a complaint in the Delaware Court of Chancery against DISH Network Corporation (NASDAQ:DISH) and Clearwire Corporation (NASDAQ: CLWR) asking the Court to prevent the consummation of the DISH tender offer for Clearwire. Sprint believes the transaction violates Delaware law and the rights of both Sprint and Clearwire’s other strategic investors under Clearwire’s charter and under the Equity Holders Agreement (“EHA”). In addition to seeking to enjoin the tender offer, Sprint’s lawsuit seeks to rescind certain parts of the tender offer agreement and seeks declaratory, injunctive, compensatory and other relief.

In its complaint, Sprint outlines why DISH’s tender offer violates the rights of Sprint and other Clearwire stockholders under Clearwire’s governing documents and Delaware law. It also details how DISH has repeatedly attempted to fool Clearwire’s shareholders into believing its proposal was actionable in an effort to acquire Clearwire’s spectrum and to obstruct Sprint’s transaction with Clearwire. Among the points the suit makes:

  • Sprint and the strategic investors invested billions of dollars in cash and assets to form Clearwire. They entered into a shareholders agreement that established their governance rights (the Equity Holders Agreement (EHA)) as to nominating and electing directors, amending the charter and bylaws, issuance of stock, and other governance matters.
  • Under Clearwire’s charter and the EHA, the DISH Tender Offer (together with the Investors Rights Agreement (IRA) and a related Note Purchase Agreement (the “NPA”)), cannot be completed without the approval of holders of at least 75% of Clearwire’s outstanding voting securities, nor without the approval of Comcast Corp., neither of which approvals have been obtained. Completion of the tender offer without such approvals is unlawful.
  • DISH’s Tender Offer, if completed, would violate Delaware corporate law and Sprint’s and the strategic investors rights under the Charter and EHA by vesting DISH with a veto power over fundamental corporate events that Delaware law places in the control of the directors or shareholders and that the EHA details how many directors and shareholders are required for action.
  • The IRA requires Clearwire to place and maintain a number of DISH designees on its board of directors in breach of the provisions in the EHA permitting Sprint to nominate 7 directors, the Significant Investors Group to nominate several other directors, and the nominating committee to nominate the remainder.
  • The IRA violates the Charter by purporting to grant DISH pre-emptive rights that are explicitly prohibited by the Charter.
  • The DISH Tender Offer is unlawfully coercive because it threatens to leave non-tendering shareholders holding shares in a company subject to governance deadlocks or substantial damage awards to DISH if Clearwire is unable to deliver on the unenforceable promises set forth in the IRA and NPA.
  • Sprint is asking for Clearwire’s Charter and the EHA to be enforced by not letting Clearwire sign the IRA or the NPA and by enjoining the tender offer.

Here’s the “Nature of the Action” section of Sprint’s complaint:

1. This action seeks declaratory, injunctive, compensatory and other relief arising from a tender offer launched by DISH for the stock of Clearwire (the “DISH Tender Offer”). The DISH Tender Offer is structurally and actionably coercive and is conditioned upon an agreement with Clearwire that is set to be approved by the Clearwire board of directors (the “Clearwire Board”) that violates and converts the rights of Sprint and other Clearwire stockholders under Clearwire’s governing documents and Delaware law. This action also seeks compensatory relief for DISH’s tortious interference with Clearwire’s performance of its merger agreement with Sprint.

2. Sprint has been a substantial stockholder of Clearwire since its formation in 2008. After lengthy negotiations, on December 17, 2012, Sprint and Clearwire announced a merger agreement whereby Sprint would acquire the outstanding Clearwire stock that it does not already own (the “Sprint Merger Agreement”). Sprint and Clearwire also entered into a financing agreement under which Sprint would provide Clearwire with much-needed financing (the “Interim Financing Agreement”).

3. DISH wants spectrum. Clearwire has spectrum but has struggled financially. Before entering into the Sprint Merger Agreement, Clearwire sought to engage DISH in discussions, but DISH refused to negotiate and did not make a meaningful proposal. After the announcement of the Sprint Merger Agreement, however, DISH feared that by solving Clearwire’s financial problems, a combination of Sprint and Clearwire would eliminate DISH’s negotiating leverage to acquire spectrum on the cheap, so DISH embarked on a plan to tank the merger.

4. Because the Sprint Merger Agreement was conditioned on the approval of a majority of Clearwire’s minority shares, DISH’s strategy focused on fooling Clearwire’s minority stockholders into believing they might obtain a better price from a transaction with DISH. Thus, starting in late December 2012, DISH began making a series of public proposals to make tender offers for a minority position in Clearwire at prices higher than that offered under the Sprint Merger Agreement – in exchange for Clearwire selling DISH key spectrum assets at a bargain price. DISH also insisted that it obtain substantial governance rights from Clearwire. The Clearwire Board rightly recognized that its fiduciary duties did not permit it to sell key assets at a discount in exchange for a tender offer that would benefit only a minority of stockholders, and also rightly recognized that it could not grant DISH the governance rights DISH sought without violating the rights of Sprint and other Clearwire stockholders under Clearwire’s governing documents and Delaware law. So Clearwire repeatedly rejected DISH’s proposals as “not actionable.” DISH appeared to give up on Clearwire and instead turned its attention to making a public proposal to acquire Sprint. Nevertheless, DISH’s repeated public proposals to Clearwire had fooled many Clearwire minority stockholders into believing a higher price might be available from DISH.

5. On May 29, 2013, just two days before Clearwire stockholders were set to vote on Sprint’s proposed merger with Clearwire (the “Sprint-Clearwire Merger”), DISH re-appeared with a publicly announced tender offer at a higher price – the DISH Tender Offer. The DISH Tender Offer was no longer conditioned upon a purchase of spectrum at a bargain price, but was still conditioned upon obtaining governance rights that Clearwire had previously recognized it had no power or right to give. Nevertheless, because DISH is successfully fooling Clearwire’s minority stockholders into voting against the Sprint-Clearwire Merger, leaving Clearwire with no solution to its looming financial crisis, the Clearwire Board panicked and its changed position.

6. Thus, Clearwire reversed course and intends to execute agreements containing the very same governance provisions that it previously recognized it could not legally grant. As described further below, Clearwire is set to enter into an Investor Rights Agreement (the “IRA”) and a Note Purchase Agreement (the “NPA”) with DISH that violate Sprint’s rights under an Equityholders’ Agreement entered into by Sprint, Clearwire and others in 2008 (the “EHA”) and also violate Delaware law and Clearwire’s governing documents – facts previously acknowledged by the Clearwire Board and communicated to DISH.

7. Execution and delivery of the IRA is a condition to the DISH Tender Offer. The IRA purports to grant DISH governance rights, including the purported right to force the Clearwire Board to nominate a slate of directors with guaranteed DISH representation, the purported right to veto amendments to Clearwire’s charter (the “Clearwire Charter”) and bylaws, the purported right to veto any change of control of Clearwire, and purported preemptive rights over any new issuance of Clearwire securities, with certain exceptions. The IRA is invalid and unenforceable because it violates Sprint’s rights under Delaware law and the EHA, which is incorporated into the Clearwire Charter.

8. The NPA is also invalid and unenforceable. Clearwire intends to enter into the NPA in connection with the DISH Tender Offer. The NPA purports to compel Clearwire to issue either exchangeable or non-exchangeable notes, with a structure designed to coerce Sprint to vote to amend the Clearwire Charter. The issuance of exchangeable notes by Clearwire would not be permitted without an amendment to the Clearwire Charter, which could not be accomplished without Sprint’s approval. The nonexchangeable notes (that Clearwire would issue to DISH if Sprint does not approve an amendment to the Clearwire Charter) pay an enormous 12% interest rate, require a commitment fee payable in cash, and carry priority in bankruptcy. Combined with DISH’s other holdings of Clearwire debt, the non-exchangeable notes would give DISH the ability to drive Clearwire into bankruptcy so DISH can take control of Clearwire’s spectrum assets. Thus, not only are Sprint and the other parties to the EHA being deprived of their preemptive rights under the EHA, but Sprint is also being coerced into amending the Clearwire Charter to allow for the issuance of more Clearwire shares in order to avoid the issuance of the non-exchangeable notes.

9. All that is bad enough. But the DISH Tender Offer is also structured to coerce Clearwire’s minority stockholders, to the detriment of Sprint, to tender their stock to DISH or else be left holding stock in a corporation that will be handicapped by unlawful corporate governance restrictions, onerous debt provisions, and potentially be subject to massive money damages claims payable to DISH – an entity which has everything to gain from a failure of Clearwire. Because Sprint owns a majority of Clearwire stock and, as stated, is not a seller, the DISH Tender Offer cannot be followed by a back-end merger with the same consideration and therefore is structurally coercive.

10. As a result, this action seeks equitable relief to prevent consummation of the DISH Tender Offer, and to enjoin or rescind the execution and delivery of the IRA  and the NPA.

11. This action also seeks compensatory and other relief to remedy DISH’s wrongful interference with Sprint’s contractual rights, economic advantage and business relations. DISH intentionally and improperly interfered with the performance of the Sprint Merger Agreement and the Interim Financing Agreement between Clearwire and Sprint, thereby preventing performance, causing performance to be more expensive and burdensome, and ultimately threatening the wrongful termination of the Sprint Merger Agreement.

12. Defendants’ acts already have injured Sprint and Sprint’s rights which will further be irreparably injured without immediate relief from this Court.

Click here to download Sprint’s Complaint.

*     *     *

Separately but related to the Clearwire deal, DISH Network announced earlier today the expiration last Friday of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”) in connection with the tender offer by DISH Acquisition Holding Corporation, a wholly-owned subsidiary of DISH, to purchase all outstanding shares of Class A Common Stock of Clearwire Corporation , including any shares of Class A Common Stock issued in respect of outstanding shares of Class B Common Stock, for $4.40 per share.


AT&T’s “Uniform Wireless Communications Infrasturcture Act” in Missouri

Missouri Coat of Arms
Missouri Coat of Arms

Salus AT&T suprema lex esto

The latest attempt by the wireless industry, and specifically AT&T, to bypass any rational zoning process, is in Missouri.

House Bill 331,  “[t]o repeal sections 67.1830, 67.1836, 67.1838, 67.1842, 392.415, 392.420, and 392.461, RSMo, and to enact in lieu thereof twenty-two new sections relating to telecommunications” is a massage land grab the likes of which have not been seen elsewhere.

The Bill, which flew through the state legislature and is now sitting on Governor Nixon’s desk, would effective deregulate wireless communications from any effective local review or public participation.

Yesterday (Sunday, June 16), the Kansas City Star newspaper’s editorial urged Governor Nixon to veto the bill, saying “As much as Missouri needs to encourage a robust technology infrastructure, the placement of towers shouldn’t run roughshod over the wishes of communities or property owners. Yet that’s exactly what a bill on Gov. Jay Nixon’s desk enables cellphone service providers to do.” “There is no evidence that cities and counties in Missouri were making it unduly difficult to erect towers. House Bill 331 is simply a proactive move by corporate interests to have their way.”  Read the entire editorial here.

The following is the legislature’s analysis of the bill as sent on to Governor Nixon.


This bill changes the laws regarding infrastructure facilities deployment.


The bill allows public utilities to have permit denials by political subdivisions heard in court if they believe a violation of existing law has occurred. Courts must act in an expedited manner by moving disputes over public right of way under Sections 67.1830 to 67.1848, RSMo, to the front of the docket. If a political subdivision does not act on a permit application within 31 days, then the application will be deemed approved. If a public utility has legally been granted access to a political subdivision’s right of way since August 28, 2001, they are not required to obtain a new permit.


The bill establishes the Uniform Wireless Communications Infrastructure Deployment Act to encourage and streamline the deployment of broadband facilities and to help ensure that robust wireless communication services are available throughout Missouri. The bill:

(1)    Prohibits an authority as specified in the bill with jurisdiction over wireless communications infrastructure from taking specified actions that could result in a non-uniform market for wireless service in Missouri. The prohibition does not include state courts having jurisdiction over land use, planning, or zoning decisions made by an authority. The prohibitions include:

(a)    Requiring an applicant to submit information about or evaluate an applicant’s business decisions with respect to its designed service, customer demand for service, or quality of its service to or from a particular area or site;

(b)    Evaluating an application based on the availability of other potential locations for the placement of wireless support structures or wireless facilities including, without limitation, the option to add wireless infrastructure to existing facilities instead of constructing a new wireless support structure or for substantial modifications of a support structure or vice versa;

(c)    Dictating the type of wireless facilities, infrastructure, or technology to be used by the applicant by requiring an applicant to construct a distributed antenna system in lieu of constructing a new wireless support structure;

(d)    Requiring the removal of existing wireless support structures or wireless facilities, wherever located, as a condition for approval of an application;

(e)    Imposing environmental testing, sampling, or monitoring requirements or other compliance measures for radio frequency emissions on wireless facilities that are categorically excluded under the Federal Communications Commission’s rules for radio frequency emissions under 47 CFR 1.1307(b)(1) or other applicable federal law;

(f)    Establishing or enforcing regulations or procedures for RF signal strength or the adequacy of service quality;

(g)    Rejecting an application in conformance with 47 U.S.C. Section 332(c)(7)(b)(4), in whole or in part, based on perceived or alleged environmental effects of radio frequency emissions;

(h)    Imposing any restrictions with respect to objects in navigable airspace that are greater than or in conflict with the restrictions imposed by the Federal Aviation Administration;

(i)    Prohibiting the placement of emergency power systems that comply with federal and state environmental requirements;

(j)    Charging an application fee, consulting fee, or other fee associated with the submission, review, processing, and approval of an application that is not required for similar types of commercial development within the authority’s jurisdiction.   Fees imposed by an authority for or directly by a third-party entity providing review or technical consultation to the authority must be based on actual, direct, and reasonable administrative costs incurred for the review, processing, and approval of an application. In no case should total charges and fees exceed $500 for a collocation application or $1,500 for an application for a new wireless support structure or for a substantial modification of a wireless support structure. An entity with jurisdiction or any third-party entity cannot include within its charges any travel expenses incurred in a third-party’s review of an application, and in no event can an applicant be required to pay or reimburse an authority for consultation or other third-party fees based on a contingency or result-based arrangement;

(k)    Imposing surety requirements, including bonds, escrow

deposits, letters of credit, or any other type of financial surety, to ensure that abandoned or unused facilities can be removed unless the authority imposes similar requirements on other permits for other types of commercial development or land uses;

(l)    Conditioning the approval of an application on the applicant’s agreement to provide space on or near the wireless support structure for authority or local governmental services at less than the market rate for space or to provide other services via the structure or facilities at less than the market rate for the services;

(m)    Limiting the duration of the approval of an application;

(n)    Discriminating or creating a preference on the basis of the ownership, including ownership by the authority, of any property, structure, or tower when establishing rules or procedures for siting wireless facilities or for evaluating applications;

(o)    Imposing any requirements or obligations regarding the presentation or appearance of facilities including, but not limited to, those relating to the kind or type of materials used and those relating to arranging, screening, or landscaping of facilities if the requirements are unreasonable;

(p)    Imposing any requirements that an applicant purchase, subscribe to, use, or employ facilities, networks, or services owned, provided, or operated by an authority, in whole or in part, or by any entity in which an authority has a competitive, economic, financial, governance, or other interest;

(q)    Conditioning the approval of an application on, or otherwise requiring, the applicant’s agreement to indemnify or insure the authority in connection with the authority’s exercise of its police power-based regulations; or

(r)    Conditioning or requiring the approval of an application based on the applicant’s agreement to permit any wireless facilities provided or operated, in whole or in part, by an authority or by any entity in which an authority has a competitive, economic, financial, governance, or other interest, to be placed at or connected to the applicant’s wireless support structure;

(2)    Allows authorities to continue to exercise zoning, land use, planning, and permitting authority within their territorial boundaries with regard to the siting of new wireless support structures, requirements, and with regard to applications for substantial modifications of wireless support structures.  The authority must review, within 120 days of receiving an application to construct a new wireless support structure or within the additional time as may be mutually agreed to by an applicant and an authority, the application as to its conformity with applicable local zoning regulations and advise the applicant in writing of its final decision to approve or disapprove the application. Applications will include a copy of a lease or other agreement from the property owner evidencing a right to pursue the application. The authority must, within 120 days of receiving an application for a substantial modification of wireless support structures, review the application as to its conformity with applicable local zoning regulations and advise the applicant in writing of its final decision to approve or deny the application. Procedures for extending these deadlines and fixing deficiencies are also specified in the bill. A party aggrieved by the final action of an authority or its inaction may bring an action for review in any court of competent jurisdiction;

(3)    Requires an application for additions to or replacement of wireless facilities to be reviewed for compliance with applicable building permit requirements. Applications will include a copy of a lease or letter or agreement from the property owner evidencing the applicant’s right to pursue the application.   The authority must, within 90 days, review the application as to its conformity with applicable building permit requirements and consistency with the provisions of the act and advise the applicant in writing of its final decision to approve or deny the application.   However, procedures for expediting or extending the deadline and for fixing deficiencies are also specified in the bill. With regard to collocation applications the overall deadline is 45 days with procedures for notification and remedy of deficiencies specified in the bill;

(4)    Specifies that the provisions of the bill do not authorize an authority, except when acting solely in its capacity as a utility, to mandate, require, or regulate the placement, modification, or attachments of any new wireless facility on new, existing, or replacement poles owned or operated by a utility or expand the power of an authority to regulate any utility;

(5)    Prohibits an authority from instituting a moratorium on the permitting, construction, or issuance of approval of new wireless support structures, substantial modifications of wireless support structures, or attachments to existing facilities of wireless communication infrastructure if the moratorium exceeds six months and if no good cause is shown. A moratorium must not affect pending applications;

(6)    Prohibits an authority from charging a wireless service provider or wireless infrastructure provider any rental, license, or other fee to locate a wireless support structure on an authority’s property in excess of the current market rates for rental or use of similarly situated property. An authority may not offer a lease or contract to use public lands to locate a wireless support structure on an authority’s property that is less than 15 years in duration. A process for the resolution of any disputes over fair market value lease payments using appraisers appointed by both parties is also specified in the bill; and

(7)    Prohibits applicants for wireless facility permits from having the power of eminent domain or the right to compel any private or public property owner, the Department of Conservation, or the Department of Natural Resources to lease or sell property or locate wireless facilities on existing structures.


The bill establishes procedures for utilities regulated by the Missouri Public Service Commission or rural electric cooperatives, municipal utilities, and specified nonprofit electrical corporations in third classification counties, to construct a facility as specified in the bill through a railroad right-of-way.

The bill specifies that a utility must be deemed to have authorization to commence a crossing activity 30 days from the mailing of the notice, completing the engineering specifications, and payment of the fee, absent a claim of special circumstances. The utility may propose an amended crossing proposal if special circumstances exist.     The land management company and the utility must maintain and repair its own property within the railroad right-of-way and bear responsibility for its own acts and omissions, except that the utility must be responsible for any bodily injury or property damage that typically would be covered under a standard railroad protective liability insurance policy.  A utility must have immediate access to a crossing for repair and maintenance of existing facilities in case of emergency. Applicable engineering standards must be complied with for utility facilities crossing railroad rights-of-way.    The engineering specifications must address the applicable clearance requirements as established by the National Electrical Safety Code and the American Railway Engineering and Maintenance of Way Association.

Unless otherwise agreed by the parties and subject to Section 389.588, a utility that locates its facilities within the railroad right-of-way for a crossing, other than a crossing along a state highway, must pay the land management company a one-time standard crossing fee of $1500 for each crossing plus the costs associated with modifications to existing insurance contracts of the land management company. The standard crossing fee must be in lieu of any license, permit, application, plan review, or any other fees or charges to reimburse the land management company for direct expenses incurred by the land management company as a result of the crossing. The utility must also reimburse the land management company for any actual flagging expenses associated with a crossing in addition to the standard crossing fee.

The provisions of the bill cannot prevent a land management company and a utility from otherwise negotiating the terms and conditions applicable to a crossing or the resolution of any disputes relating to the crossing and cannot impair the authority of a utility to secure crossing rights by easement through the exercise of the power of eminent domain.

If a utility and land management company cannot agree that special circumstances exist regarding a particular crossing, the dispute must be submitted to binding arbitration in accordance with the commercial rules of arbitration in the American Arbitration Association.  However, each party may also pursue relief in a court of proper jurisdiction and the winning side must be awarded attorney fees. If a dispute involves only compensation associated with a crossing, the utility may proceed with the installation of a crossing while the arbitration is pending.

The bill does not modify any power of condemnation or grant the exercise of eminent domain power to any entity.

The provisions of the bill apply to a crossing commenced prior to August 28, 2013, if an agreement concerning the crossing has expired or is terminated and to a crossing commenced on or after August 28, 2013.


The bill provides immunity from suit for providers of communication related services for providing information to law enforcement officials or agencies under Section 392.415.


The bill allows specified telecommunications companies that are currently regulated by the Missouri Public Service Commission and have maximum price caps to seek a waiver from the commission for the price cap regulations in the same manner waivers are currently granted for other rules and regulations.


The bill also makes the following changes to telecommunication regulations:

(1)    Allows a telecommunications company to include any, all, or none of its rates for any, all, or none of its retail services in a tariff filed with the commission;

(2)    Exempts specified telecommunications companies that hold a state charter or are licensed to do business under Chapter 392 from most rules and regulations relating to the retail services under Chapter 386, except the companies may voluntarily comply with the commission’s orders, rules, or statutes by notifying the commission. Telecommunications companies are still required to collect the universal service fund surcharge; report the intrastate telecommunications service revenues necessary to calculate the commission assessment, universal service fund surcharge, and telecommunications programs under Section 209.255; and comply with the emergency location requirements;

(3)    Exempts broadband and other Internet protocol-enabled services from the regulations under Chapters 386 and 392 except that voice over Internet protocol services must comply with the fees and registration requirements enforced by the commission under Section 392.550;

(4)    Specifies that the commission retains jurisdiction over all matters delegated to it by federal law and the bill does not modify these duties in any way; and

(5)    Allows telecommunications companies to register with the commission and obtain certification using the same process as used for voice over Internet protocol service under Section 392.550.3.

Click here for the full text of HB 331.

If Governor Nixon signs this legislation into lex, the existing Missouri state motto “Salus populi suprema lex esto” should change to “Salus AT&T suprema lex esto”.


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…



Jonathan Awarded LL.M IT/Telecom Law Degree


StrathclydeI’m very pleased to share with all of you, my friends, that I have received the attached letter confirming my award of a Masters of Law in Information Technology and Telecommunications Law degree.

This marks the culmination of my legal studies with Strathclyde University School of Law in Glasgow.

To earn my degree, I spent two years on coursework; wrote some 24 separate research papers spanning some 45,000 words regarding Internet and Telecom law from a U.S. and European perspective.  Then I wrote my 25th and final paper: my 42-page dissertation on the skimpy 145 words contained in Section 6409(a) of the Middle Class Tax Relief and Job Creation Act of 2012 and its expected impacts on wireless siting jurisprudence in the Ninth Circuit.

I earned a 90/100 grade on my dissertation, an unusually high score for which I was very grateful, especially to Christina Spirelli at Strathclyde.

I also know I would not have earned such a high score without the helpful critiques…call them repeated verbal body slams…of my two dissertation draft readers, Natalia Shparber and Robert (“Tripp”) May, III.

Education is a wonderful thing.  Pass the word on…

You may click on the image
above to enlarge and read it.
The highlights in the letter are mine.