- The Board's handing to Sprint the value of the Clearwire spectrum without maintaining for itself the flexibility to pursue alternative transactions. This is in stark contrast to the Sprint Board, which has the right under its merger agreement with SoftBank to consider such alternatives and to terminate this merger agreement for a superior offer.
- The Board's failure to recognize the substantial value of Clearwire's spectrum. Using a pro forma cash flow analysis in Sprint's proxy statement, Crest shows that a combined Sprint-Clearwire provides to SoftBank a positive net present value in the range of $6.5 billion to $10.5 billion versus a standalone Sprint that has to build its own network.
- The Board's agreeing to a convertible debt instrument with Sprint the primary purpose of which is to force the Clearwire minority stockholders to make an untenable choice: Either accept Sprint's inadequate and unfair merger offer or suffer significant dilution of their shares to Sprint.
- The Board's failure to obtain the necessary consents to accept the convertible debt financing offers, and the liquidity that would go with them, from both Crest and Aurelius Capital Management LP.
Crest Financial Files Revised Preliminary Proxy Statement
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