Key Developments: Clearwire Corp (CLWR.O)
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Latest Key Developments (Source: Significant Developments)
Sprint Nextel Corp Submits Increased Offer for Clearwire Corp
Sprint Nextel Corp announced that it has submitted an increased offer to the Board of Directors of Clearwire Corp to acquire the approximately 50% stake in the company it does not currently own for $3.40 per share, valuing Clearwire at $10.7 billion. This increased offer represents a 14% premium to Sprint`s previous offer of $2.97 announced on Dec. 17, 2012 and a 162% premium to Clearwire's closing share price the day before the Sprint-SoftBank discussions were first confirmed in the marketplace on October 11, 2012 when Clearwire was also speculated to be a part of that transaction. Full Article
Crest Files Proxy Statement to Oppose Sprint Nextel Corporation-Clearwire Corporation Merger
Crest Financial Limited, the largest minority shareholder of Clearwire Corporation, filed a preliminary proxy statement that, when cleared by the Securities and Exchange Commission, will be used to urge Clearwire stockholders to reject the proposed merger with Sprint Nextel Corporation. In the preliminary proxy statement, Crest reiterates that it opposes the Sprint-Clearwire merger because it believes that "it would be better for Clearwire to remain a stand-alone company" because the Sprint offer of $2.97 in cash per share is inadequate – based on several measures – and was devised in a way that unfairly disadvantages minority stockholders. "A vote 'AGAINST' each of the Clearwire Special Meeting Proposals would send a firm message to the Clearwire Board and Sprint that Clearwire must pursue a business strategy that creates value for all Clearwire stockholders – not just Sprint," the preliminary proxy statement says. Full Article
Clearwire Corp Taps Sprint Nextel Corp Funds, To Reduce Chances For Rival Bid From Dish Network Corp-Reuters
Reuters reported that Clearwire Corp would draw on $80 million in financing from Sprint Nextel Corp, which is seeking to buy it, reducing the chances for rival bidder Dish Network Corp. Clearwire, which is already majority owned by Sprint, would continue talks with Dish but that it has not changed its recommendation in favor of its agreement with Sprint. Full Article
Clearwire Corp Weighs Dish Network Corp's Merger Offer; Shareholders Continues To Oppose To Acquired By Sprint Nextel Corp-DJ
Dow Jones reported that Clearwire Corp still considering a merger proposal from satellite-television operator Dish Network Corp, as Clearwire shareholders continued to oppose the wireless broadband operator's deal to be acquired by Sprint Nextel Corp. Clearwire said in a regulatory filing Friday that it wouldn't tap financing made available by Sprint for this month, a step that could have prompted Dish to withdraw its proposal to buy Clearwire for $3.30 a share. Clearwire has agreed to sell itself to Sprint for $2.97 a share. Clearwire continued to recommend that shareholders approve the deal with Sprint, which already owns about half of Clearwire and probably could block a competing deal. By continuing talks with Dish, Clearwire kept alive the possibility that Sprint would raise its offer. The balancing act is tricky; Clearwire is in a tough financial spot and had weighed a restructuring before signing the deal with Sprint. The battle for control over Clearwire, which was the first telecommunications company to launch nationwide wireless broadband service in the U.S., has implications for bigger players because of Clearwire's network and significant holdings of wireless spectrum. Full Article
Clearwire Corp Announces Definitive Agreement With Sprint Nextel Corp
Clearwire Corp announced that it has filed a preliminary proxy statement in connection with definitive agreement with Sprint Nextel Corporation for Sprint to acquire the approximately 50% stake in Clearwire that it does not already own for $2.97 per share. 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. 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. 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. Full Article
Mount Kellett Urges Clearwire Corp To Push For Better Deal From Sprint Nextel Corp-Reuters
Reuters reported that Clearwire Corp shareholder Mount Kellett complained that Sprint Nextel Corp's offer to buy out the Company was 'grossly inadequate' and said Clearwire's special committee had breached its fiduciary duties in accepting the offer. Mount Kellett, a holder of roughly 7.3% of Clearwire's public shares, also said in an open letter to Clearwire that Sprint's December 17 bid for $2.2 billion, or $2.97 per share, would likely be voted down. The deal has also been publicly rejected by another shareholder Crest Financial, which holds roughly 8.34% of Clearwire's public shares. Full Article
Dish Network Corp Confirms Offer For Clearwire Corporation
Dish Network Corp confirmed that it has formally approached Clearwire Corporation with respect to a potential strategic transaction on terms as generally outlined in the Clearwire release, including an offer to purchase all of the Clearwire common shares at $3.30. Full Article
Dish Network Corp Seeks More Time To Fight Sprint Nextel Corp's Softbank Corp, Clearwire Corp Deals-Reuters
Reuters reported that Dish Network Corp has asked the U.S. telecom regulator for more time to file an objection to wireless service provider Sprint Nextel Corp's proposed sale of a controlling stake to Japan's Softbank Corp due to Sprint's announcement this week of a plan to buy out Clearwire Corp. The request may indicate that satellite television provider Dish is gearing up for a fight with Sprint over its plan to sell a 70% stake to SoftBank for $20 billion. Dish, which recently gained regulatory approval to build its own wireless service, told the Federal Communications Commission in a document dated December 20 that it wants a three-week extension to the FCC's January 4 filing deadline for petitions against the Softbank deal, which was announced in October. Earlier this week, Sprint, which owns 50.45% of Clearwire, said it agreed to buy the rest of Clearwire for $2.2 billion, in a deal that would be conditional on the success of the SoftBank purchase. Full Article
Robbins Umeda LLP Announces Investigation Into Possible Breaches Of Fiduciary Duty And Other Violations Of The Law By Members Of Board Of Directors Of Clearwire Corp
Robbins Umeda LLP announced that it is investigating possible breaches of fiduciary duty and other violations of the law by members of the board of directors of Clearwire Corp in connection with their efforts to sell the Company to Sprint Nextel Corp. Robbins Umeda LLP's investigation focuses on whether the board of directors at Clearwire is undertaking a fair process to obtain maximum value and adequately compensate its shareholders. Sprint currently owns approximately 50% of Clearwire stock. The $2.97 per share offer price is substantially below the $3.50 target price set by an analyst from Macquarie Capital and below the $3.00 share price set by an analyst at Guggenheim Securities on April 18, 2012. Also, on October 25, 2012, Clearwire reported its third quarter 2012 results showing a 10% rise in total subscribers, from 9.5 million to 10.5 million. Given these facts, the firm is examining whether the board of directors' decision to sell Clearwire for $2.97 per share is fair to shareholders and maximizes the value for their shares. Full Article
Clearwire Corp Investors Unlikely To Get Higher Sprint Nextel Corp Bid; Comcast Corp, Intel Corp And Bright House Networks LLC To Support For Deal-Reuters
Reuters reported that Sprint Nextel Corp's $2.2 billion offer for Clearwire Corp is likely to face resistance from Clearwire's minority shareholders, but accepting the offer may prove to be their best option. The Company could face a restructuring if shareholders fail to approve the acquisition, which calls for majority shareholder Sprint to pay $2.97 per share for the roughly outstanding 50% of Clearwire it doesn't already own. Sprint has already has support for the deal from owners of 13% of Clearwire shares, Comcast Corp, Intel Corp and Bright House Networks LLC. Full Article
CORRECTED-Dish and nTelos to jointly develop broadband service
(Corrects paragraph 5 to say Dish is in takeover battles for, not with, Sprint Nextel and Clearwire)
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