Clearwire bid bump fails to mollify Sprint critics - Update - The Deal Pipeline (SAMPLE CONTENT: NEED AN ID?)
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Clearwire bid bump fails to mollify Sprint critics - Update

by Chris Nolter  |  Published May 22, 2013 at 9:29 AM

hints-of-infusion-boosts-Clearwire227.jpgShares of Clearwire Corp. closed at $3.40, exactly matching a revised buyout offer from Sprint Nextel Corp. on Tuesday. The stock gained 14 cents, or more than 4%.

(Update: Clearwire, on May 22, said it approves of Sprint's new offer. The original story follows.)

The Overland Park, Kan., telecom increased its offer for the nearly 50% of Clearwire that it does not already own by nearly 15%, from $2.97. The deal would pay minority shareholders about $2.5 billion and value the entire company at $10.7 billion, including debt.

Sprint CEO Dan Hesse is making a play to wrap up the Clearwire stake, as he tries to close a sale of his own company to Japanese telecom Softbank Corp.

Clearwire postponed a shareholder vote on the sale from Tuesday to May 31.

Sprint needs approval from a majority of Clearwire's minority shareholders. Comcast Corp., Intel Corp. and Bright House Networks LLC, which together hold 26%, have agreed to vote in favor of the deal.

The question is whether the swing votes will accept what Sprint called its "best and final offer."

Kevin Smithen of Macquarie Group Ltd. suggested in a report that the improved bid will still come up short.

"We believe the $3.40 offer is still not enough and think it will take a minimum of $3.75 to sway enough arbs/hedge funds to support the deal," Smithen wrote.

Wells Fargo Securities LLC analyst Jennifer Fritzsche wrote that the offer would likely win approval, with some stakeholders maintaining their objections.

The largest of the independent, Crest Financial Ltd., objected to the new price.

Crest holds more than 8% of the Class A shares. The Houston firm interpreted Tuesday's announcement by Sprint as an admission that the carrier did not have adequate support.

"Sprint's decision to increase its offer price and request an adjournment reveals that Sprint was unable to secure a majority of the non-Sprint, 'minority' stockholder votes -- even though Sprint attempted to pack that 'minority' with stockholders that are commercially tied to Sprint and Clearwire have already agreed to vote in favor of the merger and sell their shares to Sprint even if the merger is rejected," Crest General Counsel David Schumacher said in a statement.

With Sprint holding a majority of Clearwire's stock, the other investors are essentially captive.

In December, Sprint disclosed in a Securities and Exchange Commission filing that its board had authorized management to bid $2.90 per share for Clearwire's minority equity. The price did not sit well with investors, and Sprint bumped it to $2.97 on Dec. 17.

Earlier this year, Dish Network Corp. offered $3.30 per share for Clearwire.

Verizon Wireless offered to buy some of the company's spectrum for $1 billion to $1.5 billion for spectrum, minus the cost of lease obligations.

Crest had pushed Clearwire to wait until the ownership battle for Sprint is resolved, and then hold a competitive review.

Sprint has agreed to a $20.1 billion deal with Softbank that would give the Japanese telecom a 70% stake. But Dish has made a competing $25.5 billion offer. Softbank granted Sprint a waiver so that Dish can conduct due diligence and negotiate with the wireless carrier.

Sprint shareholders are scheduled to vote on the Softbank offer on June 12.

Martyn Roetter, a consultant who has advised Crest, said that the new bid is still inadequate. "Sprint is trying to sew Clearwire up before its own vote," he added.

Mount Kellett Capital Management LP has previously criticized Sprint's buyout attempt. Representatives of Mount Kellett could not be reached Tuesday for a reaction to the revised bid.

Mount Kellett, Highside Capital Management LP, Glenview Capital Management LLC and Chesapeake Partners Management Co. formed a group to hold talks. Collectively, they hold more than 18% of the Class A shares.

There are questions about Clearwire's viability as an independent entity. Clearwire has said that its cash will only carry it until the first quarter of 2014.

Sprint has agreed to provide Clearwire with $80 million per month in financing.

Crest has offered to provide $240.million in convertible debt on terms that it says are better than Sprint's financing. Aurelius Capital Management LP said in April that it would chip in $80 million.

Egan-Jones Ratings Co. and Institutional Shareholder Services Inc. advised shareholders to accept the $2.97 offer. Glass, Lewis & Co. LLC said investors should reject the deal.

It will be a busy week and a half before the new voting date.

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Tags: Aurelius Capital Management LP | Bright House Networks LLC | Chesapeake Partners Management Co. | Clearwire Corp. | Comcast Corp. | Crest Financial Ltd. | Dan Hesse | David Schumacher | Egan-Jones Ratings Co. | Glass Lewis & Co. LLC | Glenview Capital Management LLC | Highside Capital Management LP | Institutional Shareholder Services Inc. | Intel Corp. | Martyn Roetter | Mount Kellett Capital Management LP | Softbank Corp. | Sprint Nextel Corp. | Verizon Wireless

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Chris Nolter

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