TEXT - Fitch says DISH play for Clearwire could cause Sprint some static

Wed Jan 9, 2013 3:26pm EST

Jan 9 - The evolution of DISH Network Corporation's (DISH) wireless strategy took a step forward Tuesday, as evidenced by the company's proposal to enter into a multifaceted, complicated series of agreements with Clearwire corporation. In accordance with the terms of DISH's proposal, DISH would cquire, among other things, approximately 24% of Clearwire's wireless spectrum for $2.2 billion. Fitch Ratings believes the proposed transaction is a positive development for DISH, but could also pressure its current ratings. If the bid for Clearwire is successful, DISH would secure a potential partner to build and deploy a wireless network. DISH had previously signaled its preference to participate in a network infrastructure-sharing arrangement to enter into the wireless market as opposed to deploying a greenfield wireless network. However, recent consolidation, investments, and spectrum acquisitions within the wireless sector have reduced the number of potential entities DISH can partner with to deploy its wireless network creating an urgency to establish a partnership with Clearwire. DISH's proposal leverages Clearwire's expertise and existing assets to construct, operate, and manage a wireless network utilizing DISH's AWS-4 spectrum and the 2.5 GHz spectrum acquired through the proposed transaction. The wireless spectrum enables DISH to diversify its business and add mobility to its fixed video service model while positioning the company to capture incremental revenue and cash flow growth. DISH believes the competitive forces within the mature video-programming distribution market may diminish the value of the company's existing direct-broadcast satellite infrastructure. Most notable among these competitive forces are the emergence of cloud-based services and the migration to Internet protocol-based video content delivery. A proposed alliance with DISH and Clearwire would clearly be a negative for Sprint, absent any considerations on whether or not the DISH offer is valid. A successful alliance would mean Sprint would no longer have sole control of strategic direction of Clearwire assets, and competing interests for how Clearwire's network is deployed would ensue. DISH proposes to acquire at least 25% of Clearwire's outstanding common stock, which along with the governance provisions outlined in DISH's proposal, sets the foundation for DISH to influence Clearwire's strategic direction. The DISH Clearwire alliance would also impact the long-term strategic plans of Sprint/Softbank to differentiate its broadband offering by virtue of the "fattest wireless pipe" potentially in the industry to provide the bandwidth required for Sprint's unlimited plans. DISH's purchase of approximately one-quarter of Clearwire's total spectrum position, likely representing a significant portion of Clearwire's more valuable wholly owned BRS spectrum, would also be negative for Sprint, as they would lose control of a valuable long-term asset. About 60% of Clearwire's spectrum is leased while 40% is owned. A DISH/Clearwire alliance would also enable a new competitor access to deep spectrum resources that would be considered a negative longer-term for Sprint revenue, cash flow, and profitability. Considering Sprint's position as the third largest operator, this would weigh materially more on Sprint versus Verizon or AT&T. We believe the incremental capital and operating costs related to DISH's potential wireless network build out will diminish the company's ability to generate free cash flow and erode operating margins, potentially resulting in a weaker credit profile. We believe business risk inherent in launching a wireless business limits the flexibility DISH has to increase leverage at the current rating level to accommodate the incremental capital costs and EBITDA erosion associated with the build out of a wireless network.

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