Clearwire Shareholders OK Sprint Offer, Paving Way for Softbank to Wrap Up Deal

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By Paul Barbagallo  


Clearwire Corp. shareholders voted July 8 to accept Sprint Nextel Corp.'s sweetened offer to buy out the rest of the company, clearing the last hurdle for Japan-based Softbank Corp.'s acquisition of Sprint plus Clearwire and enter the U.S. wireless market with force.

In a press statement, Clearwire said holders of 82 percent of the company's minority shares voted in favor of Sprint's offer to buy the more than 49 percent of Clearwire it did not already own for $5 per share.

The vote came just days after the Federal Communications Commission approved both Softbank's acquisition of Sprint and Sprint's separate takeover bid for Clearwire, whose spectrum holdings are a key element in the strategy of Softbank to compete with the likes of Verizon Wireless and AT&T Inc., the No. 1 and No 2 wireless carriers in the United States.

Clearwire holds more than 9,000 2.5 gigahertz licenses and leases covering 411 of the 493 basic trading areas, or BTAs, in the country, an average of 120 MHz to 150 MHz of spectrum across its geographic footprint--by far the largest single spectrum holder among wireless carriers, even including Verizon and AT&T. Between Clearwire's spectrum and Sprint's spectrum, Softbank will now control an average of 200 MHz nationwide.

Happy Ending for Clearwire

Sprint had originally invested in Clearwire in 2008 as part of consortium that included Google Inc., Intel Corp., and Time Warner Cable Inc., and had maintained a 51.7 percent ownership in the company. With the cash infusion from Softbank, Sprint last October sought to buy Clearwire outright and, in May, raised its offer in an attempt to defeat a rival bid by Dish Network Corp., which late last month ended its efforts to buy Clearwire and Sprint.

With Dish's offers off the table, the shareholder vote was largely expected by Wall Street analysts and wireless industry watchers.

And while Clearwire will factor heavily in Softbank's plans for Sprint, the buyout deal is also lifeline of sorts. The company uses a wireless network technology called WiMax, which has been bypassed by all U.S. carriers save for Sprint, and has struggled mightily to raise the capital needed to upgrade to the industry's standard technologies.

Shareholders Reverse Course

Once Sprint upped its offer for Clearwire, top investors Mount Kellett Capital Management LP, Glenview Capital Management LLC, Chesapeake Partners Management Co. and Highside Capital Management LP lent their support.

Clearwire's board further endorsed Sprint's proposal, changing an earlier position, when Sprint sweetened its deal.

Last week, Crest Financial Ltd., one of Clearwire's most vocal minority shareholders, also switched from opposing to supporting Sprint's offer.

Crest, which owns an 8.3 percent equity stake in Clearwire, had filed suit last year in the Delaware Chancery Court to halt the deal, saying Sprint has extracted value from Clearwire's spectrum assets “on the cheap” in order to finalize the Softbank deal.

Sprint and Clearwire officials said they now expect to close the merger on July 9.