Dr. Jonathan L. Kramer on Wireless Siting & Law » Page 25 of 48

FCC OKs T-Mobile/MetroPCS Merger: Free Lease Analysis for Landlords

Posted on March 13, 2013March 13, 2013 by Dr. Jonathan L. Kramer

The FCC voted to approve T-Mobile’s application to acquire MetroPCS.

The next step–and perhaps the last real hurdle before the merger can be completed–is an affirmative vote of MetroPCS shareholders during a scheduled April 12 shareholders meeting.

For MetroPCS site landlords, this is a major step towards the shuttering of some 10,000 MetroPCS sites. See my story on this from last November.

Most likely, the earliest hits will occur to cell sites that presently have both MetroPCS and T-Mobile leases. The likely next round will be for MetroPCS sites located near existing T-Mobile sites. Finally, it’s quite likely that some T-Mobile sites will be shuttered where an existing collocated or nearby MetroPCS site will better suit the needs of the merged company. This may well be the case if you area a T-Mobile site Landlord currently receiving an ab0ve-market rental rate, and a suitable nearby MetroPCS site is available for joint use.

Is your existing cell site lease and income at risk? No-charge lease analysis for MetroPCS and T-Mobile Landlords.

If you are presently a MetroPCS or T-Mobile site Landlord, Telecom Law Firm, P.C. is offering a no-charge, no obligation lease review to help you quantify your risk, prepare for possible site termination, and develop strategies to deal with the outgoing carrier. Just give us a call toll-free on 855-CELL SITE (855-235-5748 ) and let’s talk. You won’t be on the clock.

Remembering Carl Pilnick

Posted on March 7, 2013 by Dr. Jonathan L. Kramer

Michael Friedman shared this sad news with members of SCAN NATOA today.

“It is my sad duty to inform you that Carl Pilnick died this morning at his home in Oakland, California after a brief illness. He was 89.

“Those of you … knew Carl personally from his participation in SCAN events and from our working with you as cable consultants.

“Carl founded Telecommunications Management Corp. in 1972 and I worked with him from late 1980 through his retirement at the end of 2008. He was my boss, my mentor, my associate and my friend.

“He was a man of great intellect and patience (his patience was demonstrated in no small part by his putting up with me for so many years).

“No funeral is planned, although the family may be having a memorial service in the Bay Area in a month or so.”

Michael’s select words cannot begin to capture the essence of Carl, who–with his young squire, Michael–steered cable franchising on the national stage for the benefit of literally millions of Americans who will never know Carl existed, or how he touched their lives.

Carl was a gentle man, a gentleman, and a teacher.

I’m lucky to have known him.

-Jonathan

Must Cities Administratively Approve 6409(a) Projects? Nope.

Posted on March 5, 2013March 5, 2013 by Dr. Jonathan L. Kramer

I recently received a phone call from a very senior government rep of a very large wireless carrier. The carrier’s rep called to share his displeasure that the city I frequently work with would not administratively grant approval of what he determined to be subject to Section 6409(a) of the Middle Class Tax Relief Act as modification project of an existing cell site.

Here are the general facts:

When the Planning Commission approved the initial cell site project, it explicitly placed a condition on the project that required the applicant to come back to the P.C. for any site modifications;
The carrier accepted the condition;
Now the carrier wants to modify the site to change out the antennas (and presumably a bit more) to support 4G services;
The carrier does not want to back to the Planning Commission since that would require public notice and a hearing;
The city has no administrative approval process to allow staff to override a Planning Commission condition on an approved project; and
As of this writing, the carrier’s rep has not yet submitted his project modification application to the city.

The government planner for the city involved told the carrier’s rep that he would have to submit his request following the usual application process, and that the project could be scheduled quickly for Planning Commission review. The carrier’s rep told the planner that the cty is obligated to process 6409(a) projects administratively and to then grant approval without a hearing. The carrier’s rep threatened to sue the city if the project was not administratively approved. He made the same assertion and threat to me when we talked.

I told the carrier’s rep that nowhere in 6409(a) did Congress define an administrative process–much less any specific process–that a local jurisdiction must follow when considering (1) whether a project is subject to the benefits of 6409(a) treatment, and (2) if the project is subject to 6409(a) treatment whether the project must be approved administratively. He disagreed, saying that its employer’s problem if the city has no administrative process to follow, and that 6409(a) requires it.

What I told the carrier’s rep is that where no administrative procedure exists to override a Planning Commission condition on an approved project, the condition (to bring back any site modifications to the Planning Commission) has to be followed even if the outcome may be predetermined by 6409(a). Remember, whether a project is subject to 6409(a) is a factual determination that must be made by the local government, rather than by the carrier. Given that the FCC’s guidance of last month is not binding on cities or even the Commission, and that guidance requires you ignore the plain words in the statute to follow the Commission’s recommendations, it’s obvious that facts have to be determined, and that those facts count.

The bottom line is that there is no federal requirement under 6409(a) that any particular process be used when considering a project that may be subject to 6409(a).

Where there such a requirement in the text of 6409(a), it would simply bolster the already interesting commandeering arguments being made by local government counsel who assert that 6409(a) is unconstitutional.

Time will tell.

PS: Don’t forget that the FCC shot clock still applies to 6409(a) projects, just like it does to non-6409(a) projects.

AGL Regional Conferences: Must-Go Events

Posted on February 21, 2013 by Dr. Jonathan L. Kramer

Given my busy schedule, there are only a few wireless industry conferences I carve out time to attend each year. My criteria for going to a conference center around factors such as:

Quality of the speakers
Timeliness of the information
Real usability of the information learned at the conference
Opportunity to meaningfully network with peers on both sides
Value-for-time I spend at the conference
Value-for-price to attend the conference

The #1 (with a bullet) conference I make time to get to each year is one (and usually more) of AGL Magazine’s regional conferences. In fact, I try to get to at least two each year.

Regardless of whether you’re on the government side or the industry side, I think AGL’s regional conferences are the place to be, the place to hear, and the place to learn. My entire staff and I will be attending at least two of them this year (Irvine and San Francisco…come up and say hi).

The AGL regional conferences this year are:

March: ATLANTA
April: IRVINE
June: ST. LOUIS
September: CHICAGO
November: BOSTON
December: SAN FRANCISCO

Check out the regional conferences at http://agl-mag.com/aglevents/. Then sign up to attend one or more of them. When you see the cost to attend the day-long events (with lunch), no, it’s not a typo.

Finally, if you don’t subscribe to AGL Magazine already, you’re missing out on one of the best sources of useful industry information: http://agl-mag.com/subscribe/

Jonathan

PS: NO, I’m not being paid to endorse AGL…I really do depend on AGL that much as a primary source of “RUS”…Really Useful Stuff.

A Disingenuous and Dangerous Stunt

Posted on February 20, 2013 by Dr. Jonathan L. Kramer

Last night I watched a tower siting appeal hearing before the City Council of Albany, California. During the hearing, a resident came up to the speakers podium. As part of his public comment, the resident attempted to make a comparison between cell site emissions and the emissions from a microwave oven. To hammer home his point, he brought in and set up a special microwave oven in the front row of the Council Chamber.

Trying to make a point attempting to compare cell tower emissions to those from a microwave oven, the resident told the City Council that he modified the microwave oven to bypass all of the safety mechanisms. All microwave ovens come with at least two safety interlocks that immediately shut down the microwave oven if the door is opened during the cooking cycle.

The resident then proceeded to make his point by operating the microwave oven by cooking what he identified as a grilled cheese sandwich–with the microwave door open and the microwave cavity pointed at the City Council and staff.

(Screen capture from KALB TV at 0:57:47 into the meeting)

In my opinion, the resident’s ‘demonstration’ was a disingenuous and dangerous stunt. I have never seen such a stunt in 29 years of public service.

It is meaningless to attempt to compare the emissions from a 900 watt microwave oven emitting into a focused cavity resting on a chair in a meeting hall with a cell site professionally engineered to comply with federal standards (this is the disingenuous part).

While the microwave emissions may not (or may, for that matter) have exceeded the FCC’s/FDA’s standard beyond a measurable distance, no inquiry was made by the resident as to whether anyone nearby was using a pacemaker (this is the dangerous part).

Moreover, the use of an electrical extension cord to power an appliance (and to do so in a public meeting area) violates various electrical and other safety codes.

Had I been at the meeting in person, I would have stepped in to prevent or stop the stunt.

To pound the key points home:

Don’t do what this resident did…don’t ever endanger the public trying to make a point;
Don’t do what this resident did…don’t ever bypass safety interlocks intended to protect the public trying to make a point;
Don’t do what this resident did…don’t ever violate safety codes trying to make a point;

Look, I’m all for the public expressing views at a public hearing. I am, in fact, a dyed-in-the-wool supporter of public participation in the government process.

Heck, I can live with the disingenuous participation part since it is still a public viewpoint, and even disingenuous public viewpoints are important in an open public debate.

What I do not support, however, are expressions of public participation in the government process in ways that are dangerous and/or illegal.

That’s my opinion on this resident’s stunt. What’s yours?

Jonathan

CTIA to FCC: We Need Relief for ‘Two Month Towers’

Posted on January 27, 2013January 26, 2013 by Dr. Jonathan L. Kramer

A "COW" (l) and a "COLT" at the Rose Bowl in Pasadena, California. — A Nextel “COW” (l) and a Sprint “COLT” at the Rose Bowl in Pasadena, California. Click on the photo to enlarge.

CTIA – THE WIRELESS ASSOCIATION® petitioned the FCC on December 21, 2012 to relax its rules regarding temporary wireless site installations, typically using “COLTS” and “COWS” (“cells on light trucks”, and “cells on wheels”). The FCC has responded by opening a proceeding to seek public comment (RM-11688).

The FCC’s current process requires certain types of public notice, which the CTIA says can prevent the wireless industry from bringing in additional call handling capacity for special events.

CTIA seeks a waiver from the public notice requirements for “temporary towers that (i) will be in use for 60 days or less, (ii) require the filing of a Form 7460-1 with the FAA, (iii) do not require marking or lighting pursuant to FAA regulations, and (iv) will be less than 200 feet [sic]” which CTIA calls in its petition “Two Month Towers.”

When are Two Month Towers needed? In its petition, the CTIA gave some examples:

There are also numerous instances where carriers need to deploy temporary towers in non-emergency situations with less than 30 days of advance notice. These events often occur with only a few days of advance notice, with carriers learning about the need for additional capacity at the last moment. These events nevertheless place significant short-term demands on the local wireless networks and require temporary facilities to address these capacity issues. For example:

In 2011, President Obama vacationed in Martha’s Vineyard. Carriers did not receive sufficient advance notice of the vacation and had to quickly deploy temporary facilities to accommodate the increased capacity necessitated by the influx of press personnel and additional tourists;

States and localities often hold ticker-tape parades to celebrate their teams’ sports championships. Carriers do not have advance notice regarding teams that will win championships and the parades usually are held shortly after the championship game;

During presidential campaigns, candidates made stops in various towns and carriers receive less than 30 days notice due, in part, to security concerns. Once carriers learn of planned campaign stops, they mobilize to deploy temporary facilities. The lack of 30 days notice would preclude the deployment of these temporary facilities;

CTIA’s petition provided other examples of requests for temporary sites that had to be deployed could not meet the 30-day notice rule. The petition did not say how those sites were deployed without complying with the FCC’s present 30-day notice requirement, but I digress.

If you’d like to read the CTIA’s petition, CLICK HERE. To read the FCC’s request for comments on CTIA’s petition, CLICK HERE. Comments are due on February 25, 2013, with reply comments due on March 12, 2013. To search for filed comments, CLICK HERE.

FCC Offers “Guidance” on Sec. 6409(a)

Posted on January 26, 2013January 26, 2013 by Dr. Jonathan L. Kramer

Yesterday, January 25th, the FCC released a public notice titled, “WIRELESS TELECOMMUNICATIONS BUREAU OFFERS GUIDANCE ON INTERPRETATION OF SECTION 6409(a) OF THE MIDDLE CLASS TAX RELIEF AND JOB CREATION ACT OF 2012” (DA 12-2047).

As an aside, I note that the Commission did not consult with its own Intergovernmental Advisory Committee, much less advise them of the release of this Guidance in advance.

The Commission crafted its Section 6409(a) Guidance to provide the public its own view of how state and local governments should interpret the following self-created questions:

What does it mean to “substantially change the physical dimensions” of a tower or base station?
What is a “wireless tower or base station”?
May a state or local government require an application for an action covered under Section 6409(a)?
Is there a time limit within which an application must be approved?

I’ll let you read the Guidance for yourself (see link below) to learn the Commission’s thoughts in response to its four questions. I’m not going to get into my specific thoughts about the Guidance other than to say that it is flawed and overreaching in most areas covered. The only bright light is that the Commission did recognize that carriers are not exempt or excused from following the state or local government application process for collocations covered by Section 6409(a).

Importantly, however, there is about a 103% certainty that wireless carrier representatives will show up to local governments toting a copy of the Guidance misrepresenting it as the way that 6409(a) must be read and understood by those governments. That will be factually incorrect, but its tough for planners at “the counter” to critically evaluate a document bearing the FCC seal. That critical evaluation and the inevitable challenges to the Guidance will be a job for attorneys and stakeholder organizations like NATOA.

At the end, the Commission’s Guidance is advisory only. Given the fundamental omissions and differences in Section 6409(a) (some of which are acknowledged by the Commission), Section 6409(a) remains a moving target, as does compliance with that moving target.

Click here to read the FCC’s Guidance on 6409(a)

U.S. Supreme Court: City of Arlington v. FCC – Audio and Transcript of the Oral Arguments in City of Arlington v. FCC

Posted on January 19, 2013January 19, 2013 by Dr. Jonathan L. Kramer

This post provides both the audio of the hearing as well as the transcript in City of Arlington v. FCC (the Shot Clock case), which was argued before the Supreme Court on January 16, 2013.

I recommend you open the transcript first, then play the audio.

SCOTUS Oral Argument Audio in City of Arlington v. FCC

SCOTUS Oral Argument Transcript in City of Arlington v. FCC

U.S. Supreme Court – Transcript of Today’s Oral Arguments in City of Arlington v. FCC

Posted on January 16, 2013January 16, 2013 by Dr. Jonathan L. Kramer

Linked below is the official (subject to review) transcript of today’s Supreme Court hearing in CITY OF ARLINGTON, TEXAS, ET AL., v FEDERAL COMMUNICATIONS COMMISSION (the “FCC Shot Clock” case).

I’ll link to the audio of the hearing when available.

Jonathan

CLICK HERE TO READ/SAVE THE TRANSCRIPT (73 pages/PDF format)

Clearwire: “You’re Such a Dish!”

Posted on January 8, 2013January 8, 2013 by Dr. Jonathan L. Kramer

Now it gets interesting.

As I previously reported, (Soft)Sprint is trying to buy up the shares of Clearwire not already owned by Sprint. They offered $2.97 per share.

Enter, now, Dish Network with an unsolicited offer to purchase Clearwire at $3.30 per share.

Needless to say, Sprint’s not too impressed with the Dish offer.

Now it’s up to Clearwire’s “Special Committee” to evaluate the offers (and any other interlopers who happen along) to pick the winner.

Here’s Clearwire’s press release from a couple of hours ago:

January 8, 2013

Clearwire Corporation Provides

Transaction Update

BELLEVUE, Wash., Jan. 8, 2013 (GLOBE NEWSWIRE) — Clearwire (Nasdaq:CLWR) today announced that it has received an unsolicited, non-binding proposal (the “DISH Proposal”) from DISH Network Corporation (“DISH”). The DISH Proposal, as further summarized below, provides for DISH to purchase certain spectrum assets from Clearwire, enter into a commercial agreement with Clearwire, acquire up to all of Clearwire’s common stock for $3.30 per share (subject to minimum ownership of at least 25% and granting of certain governance rights) and provide Clearwire with financing on specified terms.

The DISH Proposal is only a preliminary indication of interest and is subject to numerous, material uncertainties and conditions, including the negotiation of multiple contractual arrangements being requested by DISH (some of which, as currently proposed, may not be permitted under the terms of Clearwire’s current legal and contractual obligations). It is also subject to regulatory approval.

As previously announced on December 17, 2012, Clearwire has entered into a definitive agreement with Sprint Nextel Corporation (“Sprint”) for Sprint to acquire the approximately 50 percent stake in Clearwire it does not already own for $2.97 per share (the “Sprint Agreement”). Clearwire’s ability to enter into strategic transactions is significantly limited by its current contractual arrangements, including the Sprint Agreement and its existing Equityholders’ Agreement.

The Special Committee of the Clearwire Board of Directors (the “Special Committee”) has determined that its fiduciary duties require it to engage with DISH to discuss, negotiate and/or provide information in connection with the DISH Proposal. The Special Committee has not made any determination to change its recommendation of the current Sprint transaction. Consistent with its obligations under the Sprint Agreement, Clearwire has provided Sprint with notice, and the material terms, of the DISH Proposal, and received a response from Sprint that is described below.

DISH had, prior to the announcement of the Sprint Agreement, provided Clearwire with a preliminary indication of interest solely with respect to acquiring certain of Clearwire’s spectrum assets, on substantially the same pricing per MHz-POP as the spectrum purchase included in the DISH Proposal described below, and entering into a commercial agreement. Although Clearwire worked with DISH prior to the execution of the Sprint Agreement to improve the overall terms of that proposal, the Special Committee of the Clearwire Board determined that the Sprint transaction was, for a number of reasons, a more-attractive alternative for Clearwire’s non-Sprint Class A stockholders than a transaction with DISH at that time and on the terms then-proposed by DISH.

Summary of DISH Proposal

The following is a summary of the material terms of the proposal:

Spectrum Purchase. DISH would acquire from Clearwire spectrum covering approximately 11.4 billion MHz-POPs (“Spectrum Assets”), representing approximately 24% of Clearwire’s total MHz pops of spectrum, for aggregate net cash proceeds to Clearwire of approximately $2.2 billion (the “Spectrum Purchase Price”). The net cash proceeds are prior to any adjustment for potential tax liabilities which are likely to arise from the sale of spectrum assets even after utilizing the existing net operating losses. At DISH’s option, Clearwire would also sell or lease up to an additional 2 MHz of Clearwire’s spectrum to DISH from a channel that is adjacent to the Spectrum Assets at a price to be calculated in the same manner as the Spectrum Assets.

Commercial Agreement. Clearwire would, at DISH’s request, provide certain commercial services to DISH, including the construction, operation, maintenance, and management of a wireless network covering AWS-4 spectrum and new deployments of 2.5 GHz spectrum.

Acquisition of Clearwire Shares; Governance. DISH would make an offer to Clearwire’s stockholders to purchase up to all of Clearwire’s outstanding shares at a price of $3.30 per share in cash. This tender offer would not be dependent on Sprint’s participation, but would be subject to a number of conditions, including DISH: (i) acquiring no less than 25% of the fully-diluted shares of Clearwire, (ii) being granted the right to designate Clearwire board members commensurate with its pro forma ownership percentage, (iii) receiving certain minority protections, including the right to approve material changes to Clearwire’s organizational documents, change of control and material transactions with related parties (unless these transactions were approved by an independent committee of the Clearwire board and, if over a certain threshold, supported by a written fairness opinion from a nationally recognized investment bank) and (iv) receiving preemptive rights. In addition, the DISH Proposal would require Clearwire to terminate the note purchase agreement under which Sprint has agreed to provide interim financing to Clearwire and is conditional upon the consummation of the spectrum purchase and Clearwire being in compliance with the commercial agreement (both as described above).

Spectrum Purchase Price Funding. DISH would pre-fund the Spectrum Purchase Price within three business days of signing through a senior Unsecured PIK Debenture (the “PIK Debenture”) bearing PIK interest at a rate of 6% per annum in the event the Spectrum Assets are sold to DISH or 12% per annum otherwise. Clearwire would be obligated to either apply the proceeds of the pre-funding to reduce outstanding long-term debt through the redemption or repurchase of the 2015 Senior Secured Notes and 2016 Senior Secured Notes of Clearwire Communications LLC or, in the event that a portion of the Network Build Financing described below is unavailable due to the failure to receive shareholder approval, to use an equivalent portion of the proceeds of the PIK Debenture to fund network build-out costs; in that case, any future make up draws on the Network Build Financing following shareholder approval would be applied to reduce debt as provided in this sentence. If Spectrum Assets are not acquired due to a failure to obtain required regulatory approvals, Clearwire would, within 30 days following termination of the spectrum purchase agreement, repay the PIK Debenture plus interest at 6% per annum. If Clearwire is unable to repay the PIK Debenture during this 30 day period, it would be entitled to convert the principal amount and accrued interest on the PIK Debenture into a note on terms comparable to the 2015 Senior Secured Notes previously repaid, having a maturity of December 1, 2015.

Network Build Financing. DISH proposes to provide additional capital to fund a portion of Clearwire’s network build-out through a credit facility for the purchase of exchangeable notes on substantially similar terms to those which Sprint has agreed to provide, subject to cancellation of the Sprint Financing Agreements (as described below).

Deal Protections. DISH expects appropriate deal protections, including a 5-day match right, similar to those included in the Sprint Agreement. DISH would match Clearwire’s termination rights as provided for in the Sprint transaction (including the possible forgiveness of a portion of the exchangeable notes upon certain termination events).

Sprint Financing. DISH has indicated that the proposal will be withdrawn if Clearwire draws on the financing under the Sprint Financing Agreements.

In connection with the Sprint Agreement, Clearwire and Sprint also entered into agreements that provide up to $800 million of additional financing to Clearwire in the form of exchangeable notes, which will be exchangeable under certain conditions for Clearwire common stock at $1.50 per share, subject to adjustment under certain conditions (the “Sprint Financing Agreements”). Under the Sprint Financing Agreements, Sprint has agreed to purchase, at Clearwire’s option, $80 million of exchangeable notes per month for up to 10 months beginning on January 2, 2013. The DISH Proposal indicates that it will be withdrawn if Clearwire draws on the financing under the Sprint Financing Agreements. As a result, in order to allow the Special Committee to evaluate the DISH Proposal, at the direction of the Special Committee, Clearwire has revoked its initial draw notice and has not received the first $80 million under the Sprint Financing Agreements. The Special Committee has not made any determination with respect to any future draws under the Sprint Financing Agreements.

Summary of Sprint Response to DISH Proposal

In response to the DISH Proposal, Clearwire has received a letter from Sprint stating, among other things, that Sprint has reviewed the DISH Proposal and believes that it is illusory, inferior to the Sprint transaction and not viable because it cannot be implemented in light of Clearwire’s current legal and contractual obligations. Sprint has stated that the Sprint Agreement would prohibit Clearwire from entering into agreements for much of the DISH Proposal. The following is a summary of Sprint’s statements in its letter regarding the material terms of the DISH Proposal:

Spectrum Purchase. Sprint has stated that, under the Sprint Agreement, Clearwire is prohibited from selling the Spectrum Assets without Sprint’s consent. In addition, Sprint has stated that Clearwire is further subject to various requirements under its commercial agreements with Sprint and the Equityholders’ Agreement applicable to selling Spectrum Assets, even if the Merger Agreement were not in place.

Commercial Agreement. Sprint has stated that, under the Merger Agreement, Clearwire is prohibited from entering into the commercial agreement proposed by DISH so long as the Merger Agreement is in place.

Acquisition of Clearwire Shares. Sprint has stated that the DISH Proposal may constitute a change of control under the Equityholders’ Agreement, which would require the affirmative vote of 75% of the issued and outstanding shares of Clearwire’s stock. Sprint has stated it would not vote in favor of the proposed transaction with DISH.

Governance. Sprint has stated that (i) it would be impermissible under Clearwire’s current Equityholders’ Agreement for Clearwire to agree to nominate DISH’s designees to the Clearwire Board, (ii) it would be impermissible under the Equityholders’ Agreement for Clearwire to create a new independent committee of the Clearwire Board and (iii) under Delaware law, certain governance rights requested by DISH (including the request for proportionate board representation) cannot be granted by Clearwire in a manner that does not require amendment of the certificate of incorporation or consent of Sprint to a shareholder agreement embodying what DISH has requested.

Funding. Among other arguments, Sprint has stated that the complex financing provisions of the DISH Proposal must also be considered in light of the existing Clearwire contractual arrangements (including debt arrangements) and that it is not clear from Sprint’s review that such financing is permitted by or would comply with Clearwire’s existing arrangements. In addition, Sprint has stated that Sprint and the other parties to the Equityholders’ Agreement would have preemptive rights with respect to any issuance of exchangeable notes by Clearwire as contemplated by the DISH Proposal, and any issuance of such notes may also require Clearwire stockholder approval in accordance with the NASDAQ listing requirements.

Sprint Financing. Sprint has stated that it is concerned with Clearwire’s failure to consummate the January 2 tranche of funding under the Sprint Financing Agreements, that it does not believe Clearwire’s initial draw notice was revocable and that it has reserved its rights relating thereto.

Process

The Special Committee will, consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, continue to evaluate the DISH Proposal and the letter from Sprint and discuss them with each of DISH and Sprint, as appropriate. The Special Committee and Clearwire will pursue the course of action that is in the best interests of Clearwire’s non-Sprint Class A stockholders. Neither Clearwire nor the Special Committee has any further comment on this matter at this time.

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.

Okay, now let’s see who’s got the bigger set of dishes!

jlk