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Dish Network Corp. (NASDAQ:DISH) chairman Charles Ergen outlined a "Seinfeld strategy" for Dish's entry into the wireless industry in a Monday investor call to discuss his company's $25.5 billion bid for Sprint Nextel Corp. (NYSE:S).
In the first 28 minutes on an episode, Ergen said, "you see a lot of things that don't make sense." In the last two minutes, the seemingly random pieces come together.
Charlie Ergen's satellite-TV company offered $7 per share in cash and stock for Sprint. The total payout would include $17.3 billion in cash and $8.2 billion in stock.
Dish's cash-and-stock bid for Sprint would bring into focus Ergen's sometimes confounding dealings in the wireless business in recent years. If successful, it would also upend Softbank Corp.'s deal to buy a 70% stake in Sprint for $20.1 billion.
Ergen explained how a combination with Dish would be superior to the Softbank deal. "We're talking about bringing some things that Softbank just can't bring," he said. Dish owns 45 MHz of unencumbered wireless spectrum that would be worth $8 billion to $12 billion, Ergen suggested. The pay-TV company also has 14 million subscribers who generate billions of dollars in Ebitda.
While Dish's bid for Sprint is surprising, it's been no secret that Ergen has had interest in the wireless market. Dish paid more than $700 million for 6 MHz of spectrum in the 700 MHz band in a 2009 government auction. The company added another 40 MHz around the 2 GHz band in 2012 through bankruptcy court purchases of DBSD North America Inc. and TerreStar Networks Inc., for a collective $2.9 billion.
Shares of Sprint jumped 88 cents, or more than 14%, to $7.10 on Monday. Dish dropped $2.74 per share, to $34.88. The 7.3% decline may indicate shareholders' wariness about Ergen's ambitions in the wireless business. Investors may have hoped that Dish would flip the spectrum to a telecom, such as AT&T Inc., rather than wade into the wireless industry.
Ergen and Sprint CEO Dan Hesse have clashed recently. Dish has challenged Sprint's bid to buy up the minority shares of wireless broadband provider Clearwire Corp. Dish has also objected to Softbank's investment in Sprint.
Dish has not formally withdrawn a $3.30 per share bid for Clearwire, which topped Sprint's offer of $2.97 per share. The satellite company's bid for Sprint is not contingent upon Clearwire shareholders accepting Sprint's offer.
Ergen has been stockpiling cash. In early April, Dish upsized a debt offering to $2.3 billion, and said that it could use the proceeds for wireless deals.
Dish would fund the Sprint offer with $8.2 billion in cash from its balance sheet, and would raise additional debt financing. The company said it had a "highly confident letter" from financial adviser Barclays plc. Ozzie Ramos and Ricardo Zubieta led the Barclays team.
Even if Softbank loses out in the bidding for Sprint, the Japanese telecom would "do pretty well," Ergen said. The carrier has already invested in Sprint, and would have a roughly 5% stake in the combined Sprint-Dish.
"We would certainly welcome them as a major shareholder," Ergen said.
And if Softbank returns with a higher bid for Sprint?
"We'll end up in a two-part Seinfeld episode," the Dish chairman said.

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