TheDeal: Clearwire Slips as Investors Balk at Sprint Offer
In December, Sprint disclosed in a Securities and Exchange Commission filing that its board had authorized management to bid $2.90 per share for Clearwire's minority equity. The price did not sit well with investors, and Sprint bumped it to $2.97 on Dec. 17.
Earlier this year, Dish Network Corp. offered $3.30 per share for Clearwire. Verizon Wireless offered to buy some of the company's spectrum for $1 billion to $1.5 billion for spectrum, minus the cost of lease obligations.
Crest had pushed Clearwire to wait until the ownership battle for Sprint is resolved, and then hold a competitive review. Sprint has agreed to a $20.1 billion deal with Softbank that would give the Japanese telecom a 70% stake. But Dish has made a competing $25.5 billion offer. Softbank granted Sprint a waiver so that Dish can conduct due diligence and negotiate with the wireless carrier.
Sprint shareholders are scheduled to vote on the Softbank offer on June 12.
Martyn Roetter, a consultant who has advised Crest, said that the new bid is still inadequate. "Sprint is trying to sew Clearwire up before its own vote," he added.
Mount Kellett Capital Management LP has previously criticized Sprint's buyout attempt. Representatives of Mount Kellett could not be reached Tuesday for a reaction to the revised bid.
Mount Kellett, Highside Capital Management LP, Glenview Capital Management LLC and Chesapeake Partners Management Co. formed a group to hold talks. Collectively, they hold more than 18% of the Class A shares. There are questions about Clearwire's viability as an independent entity. Clearwire has said that its cash will only carry it until the first quarter of 2014. Sprint has agreed to provide Clearwire with $80 million per month in financing. Crest has offered to provide $240.million in convertible debt on terms that it says are better than Sprint's financing. Aurelius Capital Management LP said in April that it would chip in $80 million. Egan-Jones Ratings Co. and Institutional Shareholder Services Inc. advised shareholders to accept the $2.97 offer. Glass, Lewis & Co. LLC said investors should reject the deal. It will be a busy week and a half before the new voting date.
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