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CLWR - Clearwire


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http://www.sec.gov/Archives/edgar/data/101830/000119312512426578/d424777dsc13da.htm

 

Based on the filing, we see that McCaw will get $13.9835 per class B share and $2.97164 for his class A (ours). We also see that Intel and Comcast had some opposition to this transaction.

 

The whole thing is awfully complicated, but here is my opinion for whatever it is worth. Clearwire debt is now recourse to Sprint since they have control. Previously, they dropped both their economic interest and voting interest below 50% to avoid that and it could possibly have been challenged by debt holders. I can't see how they can avoid full recourse now. That is why Softbank injected $3.1 B right away with a convertible into Sprint or before closing of the transaction. We will have to wait statements from ratings agencies to confirm this and to see if Sprint consolidates Clearwire into its financial statements vs equity interest now.

 

While the stock market is reacting negatively to this, I think it is positive for a few reasons:

 

1- Sprint lied already. They said that they could not enter into material transactions before closing of the deal with Softbank. While the Eagle River purchase itself is not material to Sprint, for the debt to become recourse to Sprint makes it a material change. It also destroys any argument or bluff by Hesse that Sprint does not want or need Clearwire and its spectrum.

 

2- Intel and Comcast appear ready to fight for an honourable exit. This should help us get a fair price for our shares.

 

3- McCaw obtained $2.97 per Class A which looks like a bottom for an offer since they gave him $14 for his B's. I am not sure about U.S. securities laws, but if an offer is made to all B shareholders, then one has to be made also to A shareholders and normally at the same price. This is a follow up for me.

 

4- AT&T has stated today that for Sprint and Softbank to control Clearwire means too much control of U.S. spectrum by a foreign company. IMO, this could force a partial sale of Clearwire spectrum as a condition for the merger to go forward. This means more cash coming into Clearwire's coffers.

 

So Sprint may hold us hostage for a while or before buying out the rest of Clearwire. They may even never buy us out fully. However, they can't simply abandon Clearwire now and let it go bankrupt since they will have to pay the debt. They can now control Clearwire's direction, but it is also in their best interest to make it succeed one way or another. The spectrum should also continue rising in value. So overall, I think it is a plus. Impossible to say how it will end, but I guess we either get a decent bid or a stronger minority holding in a better capitalized and eventually profitable Clearwire.

 

Cardboard

 

 

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http://www.sec.gov/Archives/edgar/data/101830/000119312512426578/d424777dsc13da.htm

 

Based on the filing, we see that McCaw will get $13.9835 per class B share and $2.97164 for his class A (ours). We also see that Intel and Comcast had some opposition to this transaction.

 

The whole thing is awfully complicated, but here is my opinion for whatever it is worth. Clearwire debt is now recourse to Sprint since they have control. Previously, they dropped both their economic interest and voting interest below 50% to avoid that and it could possibly have been challenged by debt holders. I can't see how they can avoid full recourse now. That is why Softbank injected $3.1 B right away with a convertible into Sprint or before closing of the transaction. We will have to wait statements from ratings agencies to confirm this and to see if Sprint consolidates Clearwire into its financial statements vs equity interest now.

 

While the stock market is reacting negatively to this, I think it is positive for a few reasons:

 

1- Sprint lied already. They said that they could not enter into material transactions before closing of the deal with Softbank. While the Eagle River purchase itself is not material to Sprint, for the debt to become recourse to Sprint makes it a material change. It also destroys any argument or bluff by Hesse that Sprint does not want or need Clearwire and its spectrum.

 

2- Intel and Comcast appear ready to fight for an honourable exit. This should help us get a fair price for our shares.

 

3- McCaw obtained $2.97 per Class A which looks like a bottom for an offer since they gave him $14 for his B's. I am not sure about U.S. securities laws, but if an offer is made to all B shareholders, then one has to be made also to A shareholders and normally at the same price. This is a follow up for me.

 

4- AT&T has stated today that for Sprint and Softbank to control Clearwire means too much control of U.S. spectrum by a foreign company. IMO, this could force a partial sale of Clearwire spectrum as a condition for the merger to go forward. This means more cash coming into Clearwire's coffers.

 

So Sprint may hold us hostage for a while or before buying out the rest of Clearwire. They may even never buy us out fully. However, they can't simply abandon Clearwire now and let it go bankrupt since they will have to pay the debt. They can now control Clearwire's direction, but it is also in their best interest to make it succeed one way or another. The spectrum should also continue rising in value. So overall, I think it is a plus. Impossible to say how it will end, but I guess we either get a decent bid or a stronger minority holding in a better capitalized and eventually profitable Clearwire.

 

Cardboard

 

My understanding is it's $2.00 per Class A share and $13.9835 per Class B, for a blended value of $2.97per share. 

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http://www.sec.gov/Archives/edgar/data/101830/000119312512426578/d424777dsc13da.htm

 

Based on the filing, we see that McCaw will get $13.9835 per class B share and $2.97164 for his class A (ours). We also see that Intel and Comcast had some opposition to this transaction.

 

The whole thing is awfully complicated, but here is my opinion for whatever it is worth. Clearwire debt is now recourse to Sprint since they have control. Previously, they dropped both their economic interest and voting interest below 50% to avoid that and it could possibly have been challenged by debt holders. I can't see how they can avoid full recourse now. That is why Softbank injected $3.1 B right away with a convertible into Sprint or before closing of the transaction. We will have to wait statements from ratings agencies to confirm this and to see if Sprint consolidates Clearwire into its financial statements vs equity interest now.

 

While the stock market is reacting negatively to this, I think it is positive for a few reasons:

 

1- Sprint lied already. They said that they could not enter into material transactions before closing of the deal with Softbank. While the Eagle River purchase itself is not material to Sprint, for the debt to become recourse to Sprint makes it a material change. It also destroys any argument or bluff by Hesse that Sprint does not want or need Clearwire and its spectrum.

 

2- Intel and Comcast appear ready to fight for an honourable exit. This should help us get a fair price for our shares.

 

3- McCaw obtained $2.97 per Class A which looks like a bottom for an offer since they gave him $14 for his B's. I am not sure about U.S. securities laws, but if an offer is made to all B shareholders, then one has to be made also to A shareholders and normally at the same price. This is a follow up for me.

 

4- AT&T has stated today that for Sprint and Softbank to control Clearwire means too much control of U.S. spectrum by a foreign company. IMO, this could force a partial sale of Clearwire spectrum as a condition for the merger to go forward. This means more cash coming into Clearwire's coffers.

 

So Sprint may hold us hostage for a while or before buying out the rest of Clearwire. They may even never buy us out fully. However, they can't simply abandon Clearwire now and let it go bankrupt since they will have to pay the debt. They can now control Clearwire's direction, but it is also in their best interest to make it succeed one way or another. The spectrum should also continue rising in value. So overall, I think it is a plus. Impossible to say how it will end, but I guess we either get a decent bid or a stronger minority holding in a better capitalized and eventually profitable Clearwire.

 

Cardboard

 

Cardboard, I've yet to do the work on this (no time), and given the thoughts coming from your end (thanks), I'll just watch and see what happens.

 

I do agree, though, that this makes it clear that CLWR's spectrum position is both valuable, in general, and very valuable to Sprint.  It also makes it highly unlikely that BK is in the works.  I'd be fine with getting bought out at a fair price, either through cash or S shares, but I'm also happy to sit on this real estate over the long run.

 

Any thoughts on whether we will see a bid from a rival or from someone like DISH or DTV?  I think it's possible that DISH will just ally themselves with S rather than trying to cut them out.  But DTV is certainly a possibility.

 

And what about McCaw?  Do you think he's trying to force some sort of transaction by all the bystanders by giving up more control to Sprint?

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And what about McCaw?  Do you think he's trying to force some sort of transaction by all the bystanders by giving up more control to Sprint?

 

I don't think McCaw stands to gain anymore from a further transaction if he doesn't have any remaining stake left.

 

Not directly, certainly.  But we don't know whether he owns S or Softbank stock.

 

Also, he started CLWR, so that's his baby.  I'm sure he's interested in revolutionizing the market.

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"I don't think McCaw stands to gain anymore from a further transaction if he doesn't have any remaining stake left."

 

According to this, and if I read it right!, he does get an upward adjustment for 3 years if a better offer is made:

 

"(a) The Exercising Non-Selling Equityholder will pay an additional amount in cash to Eagle River (each such payment a “Make Whole Payment”) equal to (i) the aggregate number of Interests acquired by the Exercising Non-Selling Equityholder or its Affiliate pursuant to this Notice multiplied by (ii) the excess of the Average Weighted Per Share Acquisition Price over (x) $2.97164 or (y) such higher amount established by the most recent Qualifying Subsequent Transaction (if any). If the acquisition consideration paid in a Qualifying Subsequent Transaction consists of shares of capital stock of the acquirer or its ultimate parent entity (“Acquirer Capital Stock”) or other non-cash consideration, then for these purposes each share of Acquirer Capital Stock or other such non-cash consideration will be deemed to have a value equal to the value or exchange ratio attributed to the Acquirer Capital Stock or the value attributed to such other non-cash consideration in the Qualifying Subsequent Transaction. Any such amounts payable pursuant to this clause (iii) will be paid to an account designated by Eagle River by wire transfer of immediately available funds on the fifth (5th) Business Day following the closing of a Qualifying Subsequent Transaction. If such payment is not made when due, then interest will accrue on such amount at the rate of 10% per annum from the due date until payment is made in full, and the Exercising Non-Selling Equityholder shall be responsible for any collection costs, including attorneys’ fees and other expenses. The payment terms of this clause (iii) will be adjusted on an equitable basis to reflect any Recapitalization Event involving the Company or the LLC that occurs prior to October 17, 2015."

 

Regarding DISH and DTV, I never counted much on bids coming from them or from any other for that matter. Sprint always had a right of refusal and pretty much always had control. However, they could sell some significant chunk of spectrum to them or others. This may become inevitable based on what AT&T said.

 

That is another item that I forgot to mention that forces Sprint to help Clearwire. With them now owning control of Clearwire and the debt, they can't let the Softbank deal fail. The $3.1 billion injection helps, but I still think that they need the full $8 billion to do Network Vision and to assume Clearwire's liabilities. With what they did there, Sprint is now locked into this merger. If it fails, they may have a tough time financially to make it through. So, they need Clearwire to do well and to possibly sell some spectrum to get regulatory approval.

 

Cardboard

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http://dealbook.nytimes.com/2012/10/18/clearwire-is-sought-by-sprint-for-spectrum/

 

It isn’t clear whether — or when — Sprint will try to buy out its remaining partners in Clearwire, though a person close to one of the other strategic investors said that any decision would ultimately come down to the price.

 

Interesting.  I wonder who that is -- Comcast?

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Dan "The Hustle" Hesse speaks on CLWR:

 

http://www.businessweek.com/news/2012-10-19/sprint-may-buy-more-strategic-clearwire-stakes-at-right-price

 

“Any time there’s an opportunity at the right price to take out a strategic investor, we will,” Hesse, 59, said yesterday in a joint interview with Softbank Corp.

 

----

 

“We just never made an offer to buy all of Clearwire, that’s just not on the table,” Hesse said. “We don’t need to do anything, we have a commercial arrangement with Clearwire, we have a contract and they provide us with WiMax 4G service and they are beginning to build out LTE 4G services.”

 

---

 

Thanks to those rules, which are laid out in a Dec. 8, 2008 corporate filing, Sprint doesn’t gain operational control of Clearwire even if its gains a majority stake, Hesse said.

 

That way it doesn’t need to consolidate Clearwire’s debt on its balance sheet. Sprint has more than $4 billion of debt coming due next year, while Clearwire has $2.9 billion of debt coming due in 2015, according to data compiled by Bloomberg.

 

“We don’t have to consolidate it,’” Hesse said. “We don’t want to consolidate it.”

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Fitch on S/CLWR:

 

http://www.reuters.com/article/2012/10/19/idUSWNA801320121019

 

Whether the company can improve its cash-generation and develop a sustainable long-term wholesale business model for wireless broadband services is key to sustainability. Clearwire's inability to reach additional material strategic agreements for 4G LTE capacity and spectrum with other operators is a significant cause for investor concern. Strategically, we would view an acquisition of Clearwire by Sprint that gives the company operating control as a positive event. This would allow Sprint to fully integrate those assets into its network, thus eliminating operating expenses, control spectrum resources longer term, and facilitate execution of its strategic plans.

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Guest rimm_never_sleeps

wow hesse has all the cards now. he has abused clwr shareholders and done S shareholders proud by selling to SB, recapitalizing his balance sheet, and getting control of clwr for a fraction of it's future value. all in the space of a couple weeks. if I were a clwr shareholder I would wonder what exactly the bod has been doing all this time.

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wow hesse has all the cards now. he has abused clwr shareholders and done S shareholders proud by selling to SB, recapitalizing his balance sheet, and getting control of clwr for a fraction of it's future value. all in the space of a couple weeks. if I were a clwr shareholder I would wonder what exactly the bod has been doing all this time.

 

Actually, this is no different than where Sprint was about a year or so ago.  Sprint actually held voting shares that put it at a voting interest greater than 50%, but they sold it down to avoid cross-default risks.

 

There's no difference in actual control.  Just difference in economic interest.  Voting interest is around 48% or so.

 

Cardboard, can you confirm?

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wow hesse has all the cards now. he has abused clwr shareholders and done S shareholders proud by selling to SB, recapitalizing his balance sheet, and getting control of clwr for a fraction of it's future value. all in the space of a couple weeks. if I were a clwr shareholder I would wonder what exactly the bod has been doing all this time.

 

Actually, this is no different than where Sprint was about a year or so ago.  Sprint actually held voting shares that put it at a voting interest greater than 50%, but they sold it down to avoid cross-default risks.

 

There's no difference in actual control.  Just difference in economic interest.  Voting interest is around 48% or so.

 

Cardboard, can you confirm?

 

Actually, now I'm not sure whether Sprint is buying voting interest shares such that it will be put over 50%.

 

Cardboard made it seem in a post above that the cross-default provisions are going to apply again.

 

Need to look at all this this weekend.

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TxLaw,

 

As of the last Proxy Filing, Sprint holds 47.1% of CLWR.  By buying Eagle River's 3.5% stake, they will be over the 50% majority.  I think might also have bought more shares with Time Warner was selling their stake.

 

Rimm_never_sleep, until Hesse understands the value of spectrum and its valuation properly, S will continue to do dumb things.  If I was on the BOD of CLWR, I would pick up the phone and call DISH, DirecTV and AT&T to see if they are interested in some spectrum.

 

Don't forget, Rimm_never_sleep, DISH holds some CLWR notes.  In bankruptcy court if it ever gets there, common sharesholders like S would get squat...

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TxLaw,

 

As of the last Proxy Filing, Sprint holds 47.1% of CLWR.  By buying Eagle River's 3.5% stake, they will be over the 50% majority.  I think might also have bought more shares with Time Warner was selling their stake.

 

Rimm_never_sleep, until Hesse understands the value of spectrum and its valuation properly, S will continue to do dumb things.  If I was on the BOD of CLWR, I would pick up the phone and call DISH, DirecTV and AT&T to see if they are interested in some spectrum.

 

Don't forget, Rimm_never_sleep, DISH holds some CLWR notes.  In bankruptcy court if it ever gets there, common sharesholders like S would get squat...

 

True, but there are A shares and B shares, so it's unclear to me whether voting interest is above 50%.  If voting interest is above 50%, then doesn't S have to consolidate CLWR into the BS and P&L?

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I think that Sprint now holds more than 50% voting and economic interest. However, the 50% voting interest appears only completely useful if there is a change of control or if Clearwire makes a transaction for more than 20% of its book value. By acquiring McCaw, Eagle River loses its right to appoint a board member out of the 13. However, Sprint does not get to appoint a replacing board member. It has to be replaced by an independent board member and Sprint always ends up with 6 of his own board members no matter what. So they never have effective majority control or under normal circumstances. This is part of the agreement negotiated between Sprint, McCaw and others in 2008 to avoid abuse from Sprint. And board members have a fiduciary duty to consider any offer. Of course, if a bid for Clearwire is made, Sprint would now be able to block it via the shareholder vote even if 7 out of 13 board members had approved the transaction.

 

I have my doubts that ratings agencies, Sprint's auditors and the SEC will continue allowing Sprint to avoid consolidation. If the company goes bankrupt, you would think that creditors will go to Sprint if there is enough assets to pay the debt.

 

In any case, this structure allows Clearwire to sell a lot of spectrum in multiple transactions. And if Clearwire goes bankrupt, the spectrum would be sold to the highest bidder and not automatically to Sprint. That is good for us. And with Softbank clearly interested and Sprint as well with their latest action, despite what Hesse is saying, I think we are on a better footing than before. There is now pressure on AT&T, Verizon, Dish and others to act.

 

I also find weird the various leaks last week to the media, the McCaw offer to sell shares to Sprint dated on Oct 13 or the week-end the deal with Softbank gets finalized, the sudden no show by the CFO at a Deutsche Bank conference on Oct 11, TWC selling shares to Credit Suisse for not much just before this deal, Comcast that converted its B shares to A and Clearwire that keeps on mentioning that they are working on some strategic deal.

 

Cardboard

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I think that Sprint now holds more than 50% voting and economic interest. However, the 50% voting interest appears only completely useful if there is a change of control or if Clearwire makes a transaction for more than 20% of its book value. By acquiring McCaw, Eagle River loses its right to appoint a board member out of the 13. However, Sprint does not get to appoint a replacing board member. It has to be replaced by an independent board member and Sprint always ends up with 6 of his own board members no matter what. So they never have effective majority control or under normal circumstances. This is part of the agreement negotiated between Sprint, McCaw and others in 2008 to avoid abuse from Sprint. And board members have a fiduciary duty to consider any offer. Of course, if a bid for Clearwire is made, Sprint would now be able to block it via the shareholder vote even if 7 out of 13 board members had approved the transaction.

 

I have my doubts that ratings agencies, Sprint's auditors and the SEC will continue allowing Sprint to avoid consolidation. If the company goes bankrupt, you would think that creditors will go to Sprint if there is enough assets to pay the debt.

 

In any case, this structure allows Clearwire to sell a lot of spectrum in multiple transactions. And if Clearwire goes bankrupt, the spectrum would be sold to the highest bidder and not automatically to Sprint. That is good for us. And with Softbank clearly interested and Sprint as well with their latest action, despite what Hesse is saying, I think we are on a better footing than before. There is now pressure on AT&T, Verizon, Dish and others to act.

 

I also find weird the various leaks last week to the media, the McCaw offer to sell shares to Sprint dated on Oct 13 or the week-end the deal with Softbank gets finalized, the sudden no show by the CFO at a Deutsche Bank conference on Oct 11, TWC selling shares to Credit Suisse for not much just before this deal, Comcast that converted its B shares to A and Clearwire that keeps on mentioning that they are working on some strategic deal.

 

Cardboard

 

Sprint appoints 7 seats with 1 of them required to be "independent" ... so they've basically had somewhat control of the board beforehand if count the 7th independent they appoint as theirs.

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" and if Sprint undergoes certain change of control transactions, Sprint will only be entitled to nominate a number of directors equal to the lesser of (1) the percentage of its voting power of Clearwire multiplied by thirteen or (2) six. "

 

"The Equityholders' Agreement provides that certain actions will require the prior approval of at least ten of our thirteen directors, except that if there are ten or fewer directors on the Board of Directors at any time, these actions will require the unanimous approval of the Board of Directors. These actions include:

 

the appointment or removal of the chief executive officer of Clearwire and Clearwire Communications or of any officer who reports directly to the chief executive officer (except that if Sprint's ownership in Clearwire falls below 50% of its ownership at the Closing, as adjusted pursuant to the Transaction Agreement, and Sprint no longer nominates a majority of the Board of Directors, the removal of those officers (other than the chief executive officer) will no longer require such approval);

the acquisition or disposition of, or the entry into a joint venture involving the contribution by Clearwire or any of its subsidiaries of, assets with a book value in excess of 20% of the consolidated book value of the assets of Clearwire and its subsidiaries, subject to certain exceptions;

any change of control of Clearwire or any of its subsidiaries;

any action not in accordance with the business purpose of Clearwire; and

the funding of (1) the expansion of the business purpose of Clearwire, (2) activities outside of the United States, other than the maintenance of Clearwire's current operations and assets located outside of the United States, or (3) the acquisition of spectrum outside of the United States."

 

Some more info if that was not enough complicated already... Not even sure if my prior post is 100% accurate. Anyway, I find interesting that Sprint can only appoint 6 board members out of 13 if they undergoe a change of control. So if the Softbank deal goes through and they truly want control of Clearwire, they will need to make an offer for Clearwire that will get the support of 10 directors which should protect Comcast, Intel and minority shareholders.

 

Cardboard

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Guest rimm_never_sleeps

TxLaw,

 

As of the last Proxy Filing, Sprint holds 47.1% of CLWR.  By buying Eagle River's 3.5% stake, they will be over the 50% majority.  I think might also have bought more shares with Time Warner was selling their stake.

 

Rimm_never_sleep, until Hesse understands the value of spectrum and its valuation properly, S will continue to do dumb things.  If I was on the BOD of CLWR, I would pick up the phone and call DISH, DirecTV and AT&T to see if they are interested in some spectrum.

 

Don't forget, Rimm_never_sleep, DISH holds some CLWR notes.  In bankruptcy court if it ever gets there, common sharesholders like S would get squat...

 

it is not going to get there. S would never have bought more equity if they didn't intend to support the finances of CLWR. And nobody is going to buy clwr without a sign off by S. S can block any move. If somebody had wanted CLWR, the time to move was earlier this year when the company was in distress. Nobody stepped up. CLWR is now essentially going to be a ward of S/SB. the sell-off in the shares (and a strengthening of the bonds) is an acknowledgement that S has control and will be supportive, but has no incentive to buy CLWR until the deal with SB closes. And there are good reasons for S not to buy the rest of CLWR. At least not yet.

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If somebody had wanted CLWR, the time to move was earlier this year when the company was in distress. Nobody stepped up.

 

Really?  No one stepped up eh, rimm_never_sleeps?  Do you know that as a fact or is that pure conjecture on your part?

 

http://gigaom.com/2012/08/09/dish-makes-a-mysterious-investment-could-it-be-clearwire/

 

http://www.wirelessweek.com/News/2012/08/dish-mum-on-clearwire-investment-rumors/

 

http://www.sec.gov/Archives/edgar/data/1001082/000110465912055467/a12-13752_110q.htm

 

 

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Ok, so Clearwire can't go bankrupt since Sprint would stand to lose the spectrum and Softbank really does not want that. And Clearwire can't sell to another telco or competitor since Sprint will block the move. So what are we left with?

 

It means that Sprint needs to ensure that Clearwire will have enough funds to continue its existing TDD-LTE deployment or that Sprint will take-over Clearwire to take full advantage of that deployment or to change its deployment strategy to better integrate with its own network.

 

In terms of funding, there are not many options left. Clearwire could issue a ton of shares with Sprint buying at least its pro-rata, but it likely won't be approved by Comcast and Intel who would be diluted. They could issue unsecured debt, but there again it appears tapped out with them already having reached the limit for secured debt. It would have to be done at crazy yields. So what is left? Vendor financing to build the LTE roll-out, Sprint that allows for a decent chunk of spectrum to be sold, Sprint that allows for Clearwire to enter into larger wholesale agreements with T-Mobile, AT&T or Verizon.

 

With this latest surge of interest for Clearwire by Sprint through Softbank, it just seems to me that I have a better chance to either monetize my investment at a profit via a buyout by Sprint or with a stronger Clearwire over the longer term with a spectrum that keeps climbing in value and a network that will become better used and more valuable. My margin of safety always resides in the value of the spectrum that would be auctioned off in a bankruptcy or what is left after paying all debts. 

 

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