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Sprint, Clearwire Agree to New $5 Per Share Acquisition Deal

Thu, 06/20/2013 - 3:45pm
Ben Munson

Sprint today announced that Clearwire has accepted Sprint’s raised bid of $5 per share to buy out Clearwire. The new deal values Clearwire at approximately $14 billion and represents a 47 percent premium over Sprint’s previous offer of $3.40 per share.

Clearwire’s board has accordingly adjusted its recommendation and is advising shareholders to vote against Dish’s competing tender offer of $4.40 per share.

In a statement, Sprint said it had already received commitments from Clearwire minority shareholders representing 9 percent of Clearwire’s voting shares. Sprint will, of course, vote its 45 percent in favor, as will Comcast, Intel and Bright House, which collectively own nearly 13 percent.

Sprint’s new offer comes with stipulations that kick in if the transaction is not completed including a $115 million termination fee charged to Clearwire, expedition of Clearwire’s annual shareholder meeting and waiving the current standstill provision in the Equityholders’ Agreement between Sprint, Clearwire, and the company’s strategic investors.

Clearwire has rescheduled its shareholder vote on the transaction from June 24 to July 8.

Dish’s $4.40 per share tender offer looked like it was going to win the war for Clearwire. Sprint had resorted to legal action in order to block the transaction. Because of the revised terms of SoftBank’s deal to acquire Sprint—which reduced the amount of capital injected into Sprint—it looked as though Sprint would not raise its offer for Clearwire.

Now that Sprint has raised its Clearwire offer, and substantially so, a new question arises in regards to the funding SoftBank may be pumping into Sprint. When Sprint initially bid to buy out Clearwire, its deal valued Clearwire at approximately $10 billion. At that time, SoftBank has pledged $8 billion in funds to Sprint. Flash forward to now when Sprint’s latest offer to Clearwire that values the company at $14 billion but the amount of funding SoftBank is putting into Sprint has been reduced to $5 billion. With the money coming into Sprint and the price its paying for Clearwire moving in opposite directions, it’s fair to wonder how Sprint can afford it.

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