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Dish files with FCC about Sprint/Softbank Deal

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From: http://www.bloomberg.com/news/2013-01-17/dish-network-asks-fcc-to-pause-sprint-softbank-merger-review.html?cmpid=yhoo

 

Dish Network Corp. (DISH) asked U.S. regulators to pause their consideration of Softbank Corp. (9984)’s proposed $20 billion purchase of Sprint Nextel Corp. (S) as the satellite-television provider pursues Sprint partner Clearwire Corp. (CLWR)

Tokyo-based Softbank’s bid for Sprint is “unripe for consideration” because maneuvering continues surrounding Dish’s counteroffer for Clearwire, Dish said in a filing at the Federal Communications Commission that was posted on the agency’s website today. Dish offered $3.30 a share for wireless operator Clearwire, which agreed to be bought out by Sprint for $2.97 a share.

While it has made no decision to reconsider Sprint’s offer, Clearwire said it plans to talk to Dish and will keep its options open by not drawing on financing offered by Sprint.

The FCC has asked for comments on Sotfbank’s bid for Sprint, the third-largest U.S. mobile carrier, by Jan. 28. Consideration should be stopped until the “the resolution of significant unresolved contingencies” in Sprint’s offer to acquire all of Clearwire, Dish said in its filing.

John Taylor, a spokesman for Sprint, declined to comment as did Justin Cole, a spokesman for the FCC.

To contact the reporter on this story: Todd Shields in Washington at tshields3@bloomberg.net;

To contact the editor responsible for this story: Bernard Kohn at bkohn2@bloomberg.net

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The FCC just does not get involved with the financial aspects of deals. Although, this latest argument from DISH is their best strategy to upset the apple cart. Saying that that Sprint/Clearwire application to the FCC is premature because there is an active counter offer that is in play, and Sprint may not even end up the final purchaser of Clearwire.

 

But if you think about it, that is true of any merger or buyout of a public company. Someone can always come along and try to offer more money, even after filings have been made with regulators. So DISH making an offer should not be enough in its own to stop the process. It would set a dangerous precedent. Now any company who just wants to delay and damage their competition, can just make a counter offer, even if there is no way it can possibly be accepted by shareholders and approved by regulators. But it could delay things for months, or even years.

 

The FCC should not concern itself with DISH's bid for Clearwire. They should approve or reject the Sprint proposal on its merits, and making their decision contingent on the closing of the deal. If Sprint cannot close the deal with Clearwire because a DISH offer is accepted, then the status quo can be maintained. If Sprint closes the deal on Clearwire, then the FCC approvals and conditions take effect. Pretty easy in my mind.

 

Robert via Nexus 7 with Tapatalk HD

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The FCC just does not get involved with the financial aspects of deals. Although, this latest argument from DISH is their best strategy to upset the apple cart. Saying that that Sprint/Clearwire application to the FCC is premature because there is an active counter offer that is in play, and Sprint may not even end up the final purchaser of Clearwire.

 

But if you think about it, that is true of any merger or buyout of a public company. Someone can always come along and try to offer more money, even after filings have been made with regulators. So DISH making an offer should not be enough in its own to stop the process. It would set a dangerous precedent. Now any company who just wants to delay and damage their competition, can just make a counter offer, even if there is no way it can possibly be accepted by shareholders and approved by regulators. But it could delay things for months, or even years.

 

The FCC should not concern itself with DISH's bid for Clearwire. They should approve or reject the Sprint proposal on its merits, and making their decision contingent on the closing of the deal. If Sprint cannot close the deal with Clearwire because a DISH offer is accepted, then the status quo can be maintained. If Sprint closes the deal on Clearwire, then the FCC approvals and conditions take effect. Pretty easy in my mind.

 

Robert via Nexus 7 with Tapatalk HD

 

except dish is trying to get the Softbank deal put on hold not clearwire. This makes clear that Dish is just playing hardball. It's going to backfire.

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At this point I think Sprint should just forget about working with Dish and their spectrum.

 

Sent from my SPH-L710 using Tapatalk 2

 

 

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except dish is trying to get the Softbank deal put on hold not clearwire. This makes clear that Dish is just playing hardball. It's going to backfire.

 

Yes, but only because the deals are combined for FCC approval. Now it is a Softbank/Clearwire/Sprint application. And I think you're right.

 

If Ergen has reasonable requests, I think Sprint/Softbank will make a deal with him and this all goes away. But I think Mr. Son will not stand to be bullied by Ergen. He may indeed rue this decision.

 

Robert via Nexus 7 with Tapatalk HD

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Interesting, I notice that this is just a general comment, and not a lawsuit. Because the offer has not been officially accepted/rejected?

Plus, I remember that Sprint/Clear contractually can't close their transaction before the Soft/Sprint merger completes, which is expected middle of this year, could the clear/sprint deal close before clear runs out of cash... From what I've read, they [Clear] have only enough cash to get them until 3Q13. Additional financing may be scarce, or very expensive if found.

... "But Clearwire needs quick action. It needs financing, which is why Sprint offered Clearwire up to $800 million of financing to tide it over until the closing of the Sprint deal. Because of the equity component in that financing, Dish says its deal blows up if Clearwire draws on the financing. And under the terms of the Sprint merger agreement with Clearwire, Clearwire is not permitted to borrow money from Dish. So if this deal drags on, Clearwire could be between a rock and a hard place as Clearwire is starved for cash. Clearwire needs clarity sooner rather than later." http://blogs.wsj.com...ppears-limited/

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I wouldnt mind seeing sprint withdraw its bid for clear ....and given clear's refusal of the financing as outlined in the acquisition agreement, there could be grounds to also deny them the breakup fee. It would be interesting to see the results of Ergen's bid being considered and if the sale of spectrum would be approved.... of course, a bankruptcy could be harmful to sprint with their 50% ownership, but given where the stock price has been rallying, perhaps sprint could also start dumping shares.

 

Ergen's argument seems predicated on the idea that dish's bid is more attractive than sprints. We dont even know if its even viable.

 

Sprint needs softbank approval far worse than sprint+softbank need clear

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I wouldnt mind seeing sprint withdraw its bid for clear ....and given clear's refusal of the financing as outlined in the acquisition agreement, there could be grounds to also deny them the breakup fee. It would be interesting to see the results of Ergen's bid being considered and if the sale of spectrum would be approved.... of course, a bankruptcy could be harmful to sprint with their 50% ownership, but given where the stock price has been rallying, perhaps sprint could also start dumping shares.

 

Ergen's argument seems predicated on the idea that dish's bid is more attractive than sprints. We dont even know if its even viable.

 

Sprint needs softbank approval far worse than sprint+softbank need clear

 

Clear needs Sprint+Softbank far worse though.

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I'm not so sure if Son + Co really want to get into a game of financial chicken with Ergen. The seems that Clearwire is a critical part of this this deal going through. No Clearwire, no Sprint/Softbank acquisition. Sprint can pull their acquisition deal from CLWR and fight the case of no-breakup fee, but whatever action/inaction Ergen decides to take is just too much of a risk for Son's acquisition deal.

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Do you think that Softbank's forced divestiture of eAccess by the Japanese government will affect the Softbank-Sprint deal? Will it just give Softbank a larger war chest or will it make a merger with Sprint and Clearwire less desirable?

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I'm not so sure if Son + Co really want to get into a game of financial chicken with Ergen. The seems that Clearwire is a critical part of this this deal going through. No Clearwire, no Sprint/Softbank acquisition. Sprint can pull their acquisition deal from CLWR and fight the case of no-breakup fee, but whatever action/inaction Ergen decides to take is just too much of a risk for Son's acquisition deal.

Eh, worse case scenario, Clear decides to go with Dish or Sprint abandons the Clear aquisition. Sprint can still use Clear for LTE(at a higher cost) and royally screw Dish. I think Softbank wants the aquisition to make everything nice and clean but I dont think Softbank sees it as necessary to the Softbank/Sprint merger.

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I thought I major part of Softbank wanting Sprint is the economy of scale having Sprint 2.5 (2.6?) Ghz TDE in all their phones so they would also run on Softbanks network in Japan. They would also sell the same phones to their own customers. I really hope Charile doesn't get far with roadblocks.

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I have always thought that the FCC has a soft spot for Sprint due to the BS they put them through with rebanding and the fact that the Softbank deal is the only real viable opportunity for a threat to VZ/T.

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I have always thought that the FCC has a soft spot for Sprint due to the BS they put them through with rebanding and the fact that the Softbank deal is the only real viable opportunity for a threat to VZ/T.
<br /><br />I seem to remember the rebanding was caused by Nextel starting as a two way trunked radio system with phone patching capability into a cellphone company that had PTT capability. The spectrum they occupied wasn't licensed for what it was being used for. Nextel wasn't entirely innocent.<br /><br />After some arm twisting Nextel agreed to pay to reband the public safety radio users that were in nearby radio spectrum. The FCC threw them some additional spectrum to cushion the blow.<br /><br /><br /><br />Sent from my EVO LTE<br /><br /><br />

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I thought I major part of Softbank wanting Sprint is the economy of scale having Sprint 2.5 (2.6?) Ghz TDE in all their phones so they would also run on Softbanks network in Japan. They would also sell the same phones to their own customers. I really hope Charile doesn't get far with roadblocks.

 

Bingo! I think people are underestimating the importance of Clearwire: in my view, the Softbank/Sprint deal was predicated on Clearwire being acquired - the whole point is that 2.6ghz LTE is going to be the 2nd most common band for LTE in the world (after 1800mhz), with China Mobile, the largest mobile provider on the planet, moving towards it, and Son using it for LTE in Japan. I don't even know if Son would find it worthwhile to continue with the Sprint/Softbank deal if Clearwire was out of the picture.

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Bingo! I think people are underestimating the importance of Clearwire: in my view, the Softbank/Sprint deal was predicated on Clearwire being acquired - the whole point is that 2.6ghz LTE is going to be the 2nd most common band for LTE in the world (after 1800mhz), with China Mobile, the largest mobile provider on the planet, moving towards it, and Son using it for LTE in Japan. I don't even know if Son would find it worthwhile to continue with the Sprint/Softbank deal if Clearwire was out of the picture.

 

For what its worth and this is recent news to me, when you say the second most used lte band in the world is 2600 you may be mistaken. The 2600 band for Europe and those who follow them is actually an FDD band completely different from the TDD BRS 2600 band used in the US, Japan and China.

 

Sent from my SPH-L710 using Tapatalk 2

 

 

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I thought I major part of Softbank wanting Sprint is the economy of scale having Sprint 2.5 (2.6?) Ghz TDE in all their phones so they would also run on Softbanks network in Japan. They would also sell the same phones to their own customers. I really hope Charile doesn't get far with roadblocks.

Bingo! I think people are underestimating the importance of Clearwire: in my view, the Softbank/Sprint deal was predicated on Clearwire being acquired - the whole point is that 2.6ghz LTE is going to be the 2nd most common band for LTE in the world (after 1800mhz), with China Mobile, the largest mobile provider on the planet, moving towards it, and Son using it for LTE in Japan. I don't even know if Son would find it worthwhile to continue with the Sprint/Softbank deal if Clearwire was out of the picture.

Clear is very important. But do not lose sight of the fact that even if Sprint does not buyout Clear Sprint still owns 51% of the company and will still have access to the 2.6 ghz frequency.

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For what its worth and this is recent news to me, when you say the second most used lte band in the world is 2600 you may be mistaken. The 2600 band for Europe and those who follow them is actually an FDD band completely different from the TDD BRS 2600 band used in the US, Japan and China.

 

Sent from my SPH-L710 using Tapatalk 2

 

I should have specified that 2600mhz is shaping up to be the second most common frequency for LTE worldwide. The nice thing is that all chipsets being released for TD-LTE will be dual-mode FDD/TDD - they will support both TD-LTE and FD-LTE. You can read about it more here: http://www.fiercewireless.com/europe/press-releases/gsa-confirms-lte-mainstream-145-networks-commercial-service

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Everyone is forgetting that the Dish offer is void if Clear draws on the credit Sprint offered them... which they already have by triggering the first round of funding. They tried to send Sprint a notice that they were cancelling the first draw down.

 

Sprint's position is that since the deal doesn't allow for any "oops changed my mind" cancelling of the draw-down, the ship has already sailed and the Dish offer is void... nevermind the other terms of the agreement that prohibit Clear from considering alternate offers.

 

As far as I know, no one has ever been successful in stopping a 51%+ shareholder from taking over the company. Sprint has a duty not to screw the minority shareholders (eg: by offering 10/cents a share and forcing the board to accept) but the fact that a majority of the existing minority holders have already approved the deal pretty much makes all the complaining a moot issue. Some recent SCOTUS decisions have also made it harder to get injunctions when monetary relief is a suitable remedy (assuming you won your lawsuit) so I suspect the hedge fund pissing match won't amount to much.

 

This is just Dish being assholes. Their software developers suck (every week I find another glaring bug in basic functionality on the Hopper... every single one of their receivers has been like that. Their iPad software is a joke and they ruined Sling). They're a terrible place to work. If DirecTV or cable were any better (or if I didn't have a FIOS business account) I'd switch. Ergen is a vindictive ass - he violated the contract with Voom, then took AMC (parent of Voom) off the air after they had the gall to sue him to make him honor the contract he signed.

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I should have specified that 2600mhz is shaping up to be the second most common frequency for LTE worldwide. The nice thing is that all chipsets being released for TD-LTE will be dual-mode FDD/TDD - they will support both TD-LTE and FD-LTE. You can read about it more here: http://www.fiercewir...mercial-service

 

The chipsets are but the radios may not support running the same FDD and TDD technologies over the same antenna, would they?

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The chipsets are but the radios may not support running the same FDD and TDD technologies over the same antenna, would they?

 

The "chipsets" and "radios" are the same things. Additionally, band 7 (FDD) and band 41 (TDD) cover the same frequency ranges. There is no need for different antennas.

 

AJ

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How does TD-LTE work in terms of antenna setup compared to FDD? MIMO, diversity n all...

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The "chipsets" and "radios" are the same things. Additionally, band 7 (FDD) and band 41 (TDD) cover the same frequency ranges. There is no need for different antennas.

 

AJ

 

So a Sprint TDD-LTE phone with band 41 will work out of the box with FDD band 7 in Europe (if you pop in a euro sim) and vica versa?

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An interesting theory about Dish's attempted interference: http://www.bizjourna....html?ana=yfcpc

 

Jan 22, 2013, 2:53pm CST

Dish may be after both Clearwire and Sprint

 

Alyson Raletz

Reporter-

Kansas City Business Journal

 

Dish Network Corp.’s bid for Clearwire Corp. isn’t a last-minute attempt to botch Sprint Nextel Corp.’s acquisition of Clearwire — Dish probably is interested in both companies, a former Sprint executive said.

 

Overland Park-based Sprint (NYSE: S) has plenty of cell towers. Clearwire (Nasdaq: CLWR) is rich in wireless spectrum, which are airwaves that help carriers meet data traffic demands from tablets and smartphones.

 

And Dish (Nasdaq: DISH) needs both to build its new wireless network, Jim Patterson, a former president of Sprint wholesale services, said Tuesday.

 

The wireless industry has speculated that Dish’s January offer for Clearwire and its spectrum was a play for negotiation leverage with Sprint, which had struck an acquisition deal with Clearwire in December.

 

Sprint also is rumored to be in revenue-sharing talks with Dish.

 

Complicating matters is Sprint’s deal with Tokyo-based SoftBank Corp., which plans to buy a 70 percent stake in Sprint for $20.1 billion.

 

Patterson is a guest contributor for telecommunications industry news website RCR Wireless.

 

In a private note to industry colleagues earlier this week, Patterson said Dish’s long-term value depends on a wireless partner like Clearwire. Clearwire could help Dish generate a return on its $3.9 billion investment on spectrum slated for the new wireless network, he said.

 

But Sprint has the tower backbone and infrastructure Dish also needs to launch its network quickly, Patterson said in an interview Tuesday.

 

“Is it possible to strike a deal between these fiercely independent and self-reliant companies?” Patterson said. “I don’t know. All three companies, Sprint, Dish and SoftBank, have a reputation for maverick leadership.”

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