Sprint/Clearwire Acquisition Discussion (Formerly: Dish offer to acquire Clearwire for $4.40 per share in cash.)

[S4GRU]

"Charlie Ergen might be a great poker player, but he has a crappy hand and all his cards are facing up". 

 

 

This is one of the best quotes, ever.

 

Robert

[S4GRU]

LOL

 

 

 

Sent from my iPhone5 using Tapatalk 2

 

This is funny, yet, I feel like I need to see a therapist.

 

Robert

[juant87]

 

 

Sprint and Dan Hesse also need to get the SEC involved on Crest. A hedge fund with 0 skeletons in their closet? I'd love to see that. Sprint melting Crest into a million pieces of molten rubbish would send a pretty clear message to the world.

 

 

At this point, I don't care if Sprint destroys Crest to the point where careers and lives go down the drain. Frankly, that's what Crest deserves.

 

 

Damn. Tell us how you really feel. LOL....but I actually agree with you 100%.

At this point i'm with fray...

 

http://finance.yahoo.com/news/crest-financial-criticizes-sprint-letter-144000327.html

 

 

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[dedub]

https://www.sec.gov/Archives/edgar/data/1442505/000119312513250088/d542915dsc13da.htm

https://www.sec.gov/Archives/edgar/data/1442505/000119312513250088/0001193125-13-250088-index.htm

[tommym65]

At this point i'm with fray...

 

http://finance.yahoo.com/news/crest-financial-criticizes-sprint-letter-144000327.html

 

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https://www.sec.gov/Archives/edgar/data/1442505/000119312513250088/d542915dsc13da.htm

https://www.sec.gov/Archives/edgar/data/1442505/000119312513250088/0001193125-13-250088-index.htm

 

Hi, guys.  Is there any chance that you could provide brief summaries of the articles you linked, especially the 2 SEC documents. Some of us may be mentally challenged when it comes to interpreting SEC forms, and/or may not have the time, or at least the inclination, to dig through all of that stuff.

 

Thanks in advance! 

[jonathanm1978]

How much more back n forth is there gonna be here between the two...

 

And what's this sudden immature BS action by DISH doing for the Sprint board when it comes to the voting on accepting DISH's offer...you gotta know that this is turning Sprint RAW inside about how DISH is being so childish....

[Fraydog]

If Crest and Dish are indeed violating securities law, that should be investigated. In fact, Crest has said nothing about the accusations of wrong doing. They know they have no legal leg to stand on.

[juant87]

http://finance.yahoo.com/news/ontario-teachers-vote-softbank-sprint-235720710.html

 

 

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[cletus]

http://stocktwits.com/Warren_TheOracle_Buffett?utm_campaign=widget&utm_medium=widget&utm_source=investing.money.msn.com

 

 

Warren_TheOracle_Buffett

Jun. 3 at 11:13 AM

"@AOS: http://stks.co/rF91 SoftBank confirms terms of its 4B$ debt raise. Anyone want to guess where that money is going? $CLWR"

 

Warren_TheOracle_Buffett

Jun. 3 at 11:24 AM

"@AOS: Some scratch math: the $.43 cent increase to $3.40 cost $S an additional $300M. If SB uses all $4B, the $CLWR bid is $5.73/share." Bullish

[juant87]

Should be enough to remove dish from the equation and shut Crest the hell up. I doubt Ergen would offer $6 per share.


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[jonathanm1978]

What exactly happened here? Did Softbank or Sprint raise bid on clwr?

 

Sent from my SPH-L710 using Tapatalk 4 Beta

 

 

[Jeffas332]

As a total layman here, it looks like Softbank jacked up it's offer for Sprint by 4 billion to cover the debt that Sprint will incur when it increases it's offer per share of Clearwire to about $5.73.

[cletus]

What exactly happened here? Did Softbank or Sprint raise bid on clwr?

 

Sent from my SPH-L710 using Tapatalk 4 Beta

Not yet. Softbank has raised more $4 billion more in financing which points to possibly money that will go towards Sprint's bid for Clearwire.

[Jeffas332]

Not yet. Softbank has raised more $4 billion more in financing which points to possibly money that will go towards Sprint's bid for Clearwire.

 

I was close.   sorta.

[MacPCS]

Or SoftBank further finances sprint and in exchange gets some convertible notes for sprint stock at a reduced price. Sprint then in turn raises its bid for Clearwater to - If they use all the 4B something around 5.70 a share.

 

Further strengthens soft banks position in sprint and sprint in clearwire.

[juant87]

http://finance.yahoo.com/news/dish-network-says-due-diligence-171143387.html

 

 

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[ChadBroChillz]

Wsj is reporting that Clearwire will recommend Dish's offer

 

http://m.us.wsj.com/articles/a/SB10001424127887324188604578541524227687626?mg=reno64-wsj

 

We will see how Sprint Softbank react, but I doubt they will let Dish's offer get signed before upping offer.

[Rawvega]

http://goo.gl/qXK9k

 

 

Clearwire Committee to Back Dish's Offer, Delay Sprint Vote

By SHARON TERLEP And THOMAS GRYTA

A special committee of Clearwire Corp.'s CLWR +1.15% board is planning to push
back a Thursday shareholder vote and recommend the full board endorse a tender offer from Dish Network Corp., DISH -3.70% according to a person familiar with the
situation, a move that would shun an earlier takeover agreement with majority owner Sprint Nextel Corp. S +2.31%

Despite the expected endorsement, the struggle for control of the mobile broadband provider is likely to continue amid a clash between Sprint and Dish over whether Clearwire can grant certain governance rights to Dish as part of its tender offer. Given Sprint's stake, Dish is seeking to become a major minority shareholder in Clearwire.

It wasn't immediately clear how, or if, the Clearwire committee had interpreted the governance dispute. A Clearwire spokeswoman declined to comment Wednesday beyond an earlier statement that the board and committee are continuing their review.

Clearwire had initially agreed to sell its remaining shares to Sprint for $2.97 a share in December, but Dish came with a higher bid the following month for $3.30. Sprint raised its offer to $3.40 a share in May in the face of opposition from numerous Clearwire shareholders, but Dish launched a tender offer for $4.40 a share later that month.

A postponement of the shareholder vote on the Sprint deal set for Thursday would mark the third delay in that meeting. CNBC earlier reported the plans of Clearwire's special committee.

The expected action by the Clearwire committee comes days after Sprint itself agreed to a higher buyout price from Japan's SoftBank Corp., 9984.TO 0.00% cutting off deal
talks with Dish and giving Dish until June 18 to make its best and final offer for Sprint.

The arguments between Dish and Sprint over the Clearwire tender offer relate to the interpretation of Clearwire's complicated governance structure, along with the corporate law of Delaware, the home of Clearwire's incorporation.

Sprint has said Dish's offer is "not actionable" and that certain governance rights requested by Dish can't be legally handed over without consent of Sprint and some other shareholders. Dish has given a point-by-point rebuttal to Sprint's arguments and urged Clearwire's board to "correct the record."

Sprint has asserted its rights in its relationship with Clearwire and casts Dish as attempting to remove those protections. Sprint says rules put in place in a 2008 restructuring of Clearwire prevent Dish's requests from being workable.

Clearwire, founded in 2003 by cellular pioneer Craig McCaw, was restructured in 2008 through a combination of certain Sprint operations and $3.2 billion in cash from Sprint and other partners.

Dish argues that its tender offer is consistent with the rights of Sprint and that Sprint doesn't need to forfeit any rights.

As part of its proposal, Dish wants at least a 25% stake in Clearwire, along with governance rights and seats on the company's board.

Sprint already owns about half of Clearwire, but Clearwire's complicated governance structure has made for a sometimes difficult relationship between the two companies over decisions on how to best operate the smaller company. Despite its holdings, Sprint still needs a majority of the minority holders to approve a takeover of Clearwire.
—Anton Troianovski contributed to this article.

Write to Sharon Terlep at sharon.terlep@wsj.com and Thomas Gryta at thomas.gryta@dowjones.com

[supert0nes]

Greatest thing Sprint did, and Clearwire was financially forced to accept, was the monthly financing converted to ownership.  Sprint is getting 65% by this fall and an veto everything else until then.

 

No articles have been able to prove anything different yet.

[jonathanm1978]

I guess I missed it...Softbank raised the offer for 70% of Sprint, and DICK talks have stopped?  Guess it's Google time...

[nebody00]

So Clearwire doesn't let Sprint buy the rest of the shares and now Sprint gets 68% of CLWR.  So they just going to wait it out till November.

 

 

Sprint has indicated that investors with about 26% ownership of Clearwire are in support of the deal. However, if the pending acquisition is struck down next week, the carrier would end up with about 68% ownership of Clearwire as a result of a debt conversion and the sale of Clearwire shares by strategic investors Comcast (CMCSA), Intel (INTC) and Bright House Networks.

Read more: http://www.foxbusiness.com/technology/2013/05/17/report-sprint-deal-unlikely-to-get-past-clearwire-shareholders/#ixzz2W2adhOIu

 

 

[ChadBroChillz]

Greatest thing Sprint did, and Clearwire was financially forced to accept, was the monthly financing converted to ownership.  Sprint is getting 65% by this fall and an veto everything else until then.

 

No articles have been able to prove anything different yet.

 

They only convert if the deal is rejected. However, if the deal was voted down now, Sprint would have around 68% of Clearwire, according to Masayoshi Son. Sprint should be able to get the bylaws changed then, but I do believe the board would have to be on board with Sprint for that to happen. 

 

I am just ready to get this over already.  One thing I will note is that if Dish cannot get their governance or the 25%, then their deal is dead, which would leave Sprint with all the leverage. This could be the play at hand. 

[PythonFanPA]

Dish announces extension of the Clearwire tender offer:

 

http://dish.client.shareholder.com/releasedetail.cfm?ReleaseID=771053

[bigsnake49]

Dish announces extension of the Clearwire tender offer:

 

http://dish.client.shareholder.com/releasedetail.cfm?ReleaseID=771053

 

What are the modifications to the tender offer they are talking about?

[cletus]

What are the modifications to the tender offer they are talking about?

I think it mostly has to do with Dish needed more than 25% voting stock and the expiration of the waiting period under one of the many antitrust acts. On my phone so I can't look.

 

Anyways, the Clearwire board can recommend offers until it is blue in the face and Sprint can veto anything, period. Maybe Sprint should consider pocketing the money (via Clearwire) provided they can get as many poison pills into the agreement as possible to prevent any possible takeover or gaining above 25% ownership. At least then maybe Clearwire would be able to fund some of it's network rollout.