News | Reviews | Shop | Forum | Downloads | Archives | Phone Finder
 

cell phone news

 

 

 

 News Categories

 

Shop for Cell

 

     
     

Sprint to Acquire 100% Ownership of Clearwire for $2.97 per Share

December 17, 2012 8:45 PM | Sprint Nextel | Comments (0)

Sprint today announced that it has entered into a definitive agreement to acquire the approximately 50 percent stake in Clearwire (NASDAQ: CLWR) it does not currently own for $2.97 per share, equating to a total payment to Clearwire shareholders, other than Sprint, of $2.2 billion. This transaction results in a total Clearwire enterprise value of approximately $10 billion, including net debt and spectrum lease obligations of $5.5 billion.

The transaction consideration represents a 128 percent premium to Clearwire's closing share price the day before the Sprint-SoftBank discussions were first confirmed in the marketplace on October 11, with Clearwire speculated to be a part of that transaction; and, a 40 percent premium to the closing price the day before receipt of Sprint’s initial $2.60 per share non-binding indication of interest on November 21.

Clearwire’s spectrum, when combined with Sprint’s, will provide Sprint with an enhanced spectrum portfolio that will strengthen its position and increase competitiveness in the U.S. wireless industry. Sprint’s Network Vision architecture should allow for better strategic alignment and the full utilization and integration of Clearwire’s complementary 2.5 GHz spectrum assets, while achieving operational efficiencies and improved service for customers as the spectrum and network is migrated to LTE standards.

Sprint CEO Dan Hesse said, “Today’s transaction marks yet another significant step in Sprint’s improved competitive position and ability to offer customers better products, more choices and better services. Sprint is uniquely positioned to maximize the value of Clearwire’s spectrum and efficiently deploy it to increase Sprint’s network capacity. We believe this transaction, particularly when leveraged with our SoftBank relationship, is further validation of our strategy and allows Sprint to control its network destiny.”
 


The transaction was unanimously approved by Clearwire’s board of directors upon the unanimous recommendation of a special committee of the Clearwire board consisting of disinterested directors not appointed by Sprint. In addition, Clearwire has received commitments from Comcast Corp., Intel Corp and Bright House Networks LLC, who collectively own approximately 13 percent of Clearwire’s voting shares, to vote their shares in support of the transaction. SoftBank has provided its consent to the transaction, as required under the terms of its recently announced merger agreement with Sprint.

Clearwire CEO and President Erik Prusch said, “Our board of directors has been reviewing available strategic alternatives over the course of the last two years. In evaluating available alternatives, a special committee conducted a careful and rigorous process, and based on the committee’s recommendation, our board unanimously determined that this transaction, which delivers certain and attractive value for our shareholders, is the best path forward.”

In connection with the transaction, Clearwire and Sprint have entered into agreements that provide up to $800 million of additional financing for Clearwire in the form of exchangeable notes, which will be exchangeable under certain conditions for Clearwire common stock at $1.50 per share, subject to adjustment under certain conditions. Under the financing agreements, Sprint has agreed to purchase $80 million of exchangeable notes per month for up to ten months beginning in January, 2013, with some of the monthly purchases subject to certain funding conditions, including conditions relating to the approval of the proposed merger by Clearwire’s shareholders and a network build out plan.

The transaction is subject to customary closing conditions, including regulatory approvals and the approval of Clearwire’s stockholders, including the approval of a majority of Clearwire stockholders not affiliated with Sprint or SoftBank. The closing of the transaction is also contingent on the consummation of Sprint’s previously announced transaction with SoftBank. The Clearwire and SoftBank transactions are expected to close mid-2013.

Citigroup Global Markets Inc. acted as financial advisor to Sprint and Skadden, Arps, Slate, Meagher & Flom LLP and King & Spalding LLP acted as counsel to Sprint. The Raine Group acted as financial advisor to SoftBank Corp. and Morrison Foerster LLP acted as counsel to SoftBank. Evercore Partners acted as financial advisor and Kirkland & Ellis LLP acted as counsel to Clearwire. Centerview Partners acted as financial advisor and Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A. acted as counsel to Clearwire’s special committee. Blackstone Advisory Partners L.P. advised Clearwire on restructuring matters. Credit Suisse acted as financial advisor and Gibson Dunn & Crutcher LLP acted as counsel to Intel.


   




 

 Join

 & get our news delivered to your in-box!

* Remember to check your in-box to confirm subscription.

 

 

Recent Related News:
Recent Visitor Comments:

Post a comment


Visit our Forum to participate in discussions about cell phones!

 

 
 
  Cell Phone Gadgets Cell Phone Gadgets (cont.) Cell Phone Services Shop for Cell Phone
  Cell Phone Signal Blocker

Cell Phone Stun Gun

Reverse Cell Phone Search Verizon
  Amber Alert GPS 2G

Cell Phone/PDA Wristwatch

Phone Recorder Card AT&T
  The Pretender

BluAlert Bracelet

123spoof.com Sprint
  Mobile Phone Voice Changer Cell Phone Spy Karaoke Mini Nextel
  RF Detection Tele Analyzer Cell Phone Light Charms Modal International SIM T-Mobile
  USB Phone Recorder The Turbocell Charger

SpoofCard

Alltel
  Cell Phone SIM Card Spy Elite FrogPad One Hand Typing LiarCard  
  Cell Phone Hidden Camera Bluetooth Laser Virtual Keyboard    
  Spying Bug Audio Transmitter SIM Card Backup Tool    
  Detachable Wireless Camera Old School Retro Cell Phone Hadset Company Information  
  Gorillapod Go-Go Mini Boombox GSM Cell Phone About Us  
  Voice Controlled Headset Wi-Ex zBoost Contact Us  
  Magic Jack Dual Number Roaming SIM Privacy Policy  
  iPhone Spy Stick iPhone / iPod Pogo Stylus Advertising  
  Mileage Logger Capture & Convert Any Web Video

Site Map

 
 
 
You should never skip this chance to get Verizon FiOS Promotion Codes to save money!
 
Sprint Unlimited Web Talk and Text
 
Copyright 2014 - Cell Phone Digest | Cell phone News, Reviews & Sales

A Division of POB Enterprises Company