Overland Park, Kan.-based Sprint, which already owns 51.7% of Clearwire, in a regulatory filing said it has submitted a proposal to buy up the rest of the company for $2.90 per share. That's a premium of 5.5% to Bellevue, Wash.-based Clearwire's Wednesday close, but below what some analysts estimated Sprint could be forced to pay to take control of the company.
The deal includes as much as $800 million in interim financing provided by Sprint to keep Clearwire in business until the deal closes. The offer is subject to the approval of Japan's Softbank Corp., which has a separate deal in place to acquire a 70% stake in Sprint for $20 billion.
Clearwire in the filing said it does not comment on ongoing negotiations.
Sprint and Clearwire first partnered in 2008 in a deal that gave Sprint just over 50% of the company, but the telecom firm had since reduced its holdings. Clearwire meanwhile has struggled in its mission to offer high-speed wireless Internet connections to residential and business customers, and counts Sprint as its largest wholesale customer.
Other Clearwire shareholders include Comcast Corp. and Intel Corp.
Sprint has been aggressively seeking to expand since announcing its deal with Softbank, spending $100 million to acquire Clearwire shares held by telecom pioneer Craig McCaw to re-take a majority stake in the firm. The company in November said it would buy spectrum and customers in Chicago, St. Louis and central Illinois from U.S. Cellular Corp. for $480 million.
But a deal for Clearwire could take time.
Wells Fargo Securities LLC senior analyst Jennifer M. Fritzsche in a note said that "we find it very unlikely" that Clearwire shareholders will accept the offer, noting that the bid values Clearwire's spectrum at a significant discount to other recent transactions.
The initial deal that gave Sprint a majority stake in Clearwire is already the subject of multiple shareholder lawsuits, including one filed Wednesday in Delaware's Court of Chancery by 6.6% Clearwire holder Crest Financial Ltd.
Fritzsche said she believes the companies will take the threat of such lawsuits seriously.
"If history is any guide (and all the Sprint affiliates are used as the proxy), this likely will get somewhat messy and much news flow will come from here," Fritzsche wrote. "That said, we are encouraged we have a starting point."
Shares of Clearwire soared above the Sprint offer price in the pre-market, trading at $3.13 apiece. Any Sprint deal for the remaining shares would require the backing of a majority of the minority holders.
-- Chris Nolter contributed to this report
Crowell & Moring LLP said Teresa D. Miller joined the firm's healthcare group as a partner in Washington. For other updates launch today's Movers & shakers slideshow.
The suitor, which already holds a 4.9% stake, calls on shareholders to back its proposals or, possibly, a change in the target′s board. More video