txlaw Posted October 20, 2012 Share Posted October 20, 2012 Some thoughts/questions -- not legal advice (I'm not a transactional lawyer so don't rely on these CLWR posts, please): If the shares bought from McCaw are disposed of at a price higher than the blended $2.97 price at a later date, the current buyer of those shares must give that profit to McCaw. Moreover, if the buyer of McCaw's shares buys additional shares at a price higher than $2.97, that buyer must compensate McCaw with the difference between the higher price and $2.97. So if Sprint buys up all of McCaw's shares and eventually takes over CLWR, McCaw gets the benefit of the acquisition price, so long as it is within 3 years from now. What's interesting is that McCaw has essentially given up a board seat that could be used to block a S/CLWR merger and the right to dictate an acquisition price for CLWR for a locked in cash sum of $100 million right now plus any future upside from Sprint buying up CLWR (whether cash or stock?). So perhaps we're looking at this the wrong way in terms of who might be blocking any transaction. In addition to getting approval of 75% of the votes, 10 out of 13 directors have to approve any acquisition/merger of CLWR. As the board currently stands, Sprint cannot merge or acquire CLWR without getting McCaw, INTC, and the CableCos' approval, can they? The McCaw director will no longer be a problem for S/CLWR shareolders. The CableCo directors, INTC director, and joint INTC/CableCo director could still be a problem in terms of blocking an acquisition. Perhaps INTC will try to get the same deal as McCaw ($2.97 blended price for its shares in cash plus upside in the form of either cash or stock)? At that point, only the CableCos would be left to block, and they wouldn't be able to do so. Then Sprint could make an offer solely in S stock, which the CableCos might be forced to divest, given their alliance with VZ. Thoughts? Does this even make any sense? Link to comment Share on other sites More sharing options...
Cardboard Posted October 20, 2012 Share Posted October 20, 2012 Makes sense Txlaw, this opens the door to Sprint. On top of that look at all the various moves by these strategic investors recently: 1- Time Warner Cable files a notice on Sept 4 to exchange its B shares to A. The exchange is completed on Sept 13 and they sell all their shares to Credit Suisse on Oct 3 for $1.37. 2- Comcast files a notice on Sept 18 to exchange its B shares to A. The exchange is completed on Sept 27. 3- BrightHouse Networks files a notice on Oct 11 to exchange its B shares to A. The exchange is completed on Oct 18. 4- On Oct 13, McCaw files his notice to sell to Sprint or just after all the cable cos are moving to A shares and right during the final negotiations of the Softbank deal. They re-file on Oct 17 following some rejection by Intel and Comcast. So the only player that has not done anything yet to exit its position (other than Sprint) is Intel. The cable cos appear to be all getting or looking to get out to avoid any issue with their spectrum deal with Verizon. While McCaw, as you pointed out, walks away with $2.97 a share and a free 3 year call option on any upside transaction. Then Prusch keeps mentioning some large strategic transaction in the near future. We can come up with a lot of speculation, but this story should see further developments in coming weeks. Cardboard Link to comment Share on other sites More sharing options...
Guest rimm_never_sleeps Posted October 20, 2012 Share Posted October 20, 2012 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 fact: S now controls the votes at CLWR and the economics. If somebody stepped up they sure were invisible. the fact is CLWR was practically begging for a lifeline. nobody showed up except sprint. in fact the other strategic investors are bailing. right now the bondholders just clip coupons and S can ensure it remains that way. So you see charlie ergen was simply taking advantage of a weakness in the bonds. clwr now is the ward of parents with deep pockets. Link to comment Share on other sites More sharing options...
brker_guy Posted October 21, 2012 Share Posted October 21, 2012 fact: S now controls the votes at CLWR and the economics. If somebody stepped up they sure were invisible. the fact is CLWR was practically begging for a lifeline. nobody showed up except sprint. in fact the other strategic investors are bailing. right now the bondholders just clip coupons and S can ensure it remains that way. So you see charlie ergen was simply taking advantage of a weakness in the bonds. clwr now is the ward of parents with deep pockets. S now control the votes at CLWR and the economics? Yes, they control the votes, but the economics? Give me a freaking break! Learn some facts before you speak. Will S help CLWR book or alter the deal with FreedomPop? Will S help CLWR book or alter deal with United Online? Will S help CLWR book or alter their deal with Leap Wireless? Will S alter the bond deal that CLWR has with DISH? If anything, S is now offering an olive branch to DISH... "So you see charlie ergen was simply taking advantage of a weakness in the bonds." Really? Prove your point on this.... Hate to say this, but at the way you make statements like that, I can see now you have a handle of: "rimm_never_sleep"... Link to comment Share on other sites More sharing options...
Guest rimm_never_sleeps Posted October 21, 2012 Share Posted October 21, 2012 clwr won't do anything without checking with Dan first. :) Link to comment Share on other sites More sharing options...
txlaw Posted October 25, 2012 Share Posted October 25, 2012 From earnings press release: "Recent developments in the U.S. wireless industry serve as a direct reminder of the key strategic role deep spectrum resources and a global LTE ecosystem will play in the long-term success of any 4G mobile broadband operator," said Erik Prusch, President and CEO of Clearwire. "Clearwire's unmatched spectrum assets and focus on serving major population centers will be the foundation on which we will build a critical 4G LTE network positioned to serve the needs of the industry and the rapidly growing base of 4G customers across the country." "Globally, our ecosystem choices continue to gain traction with a growing list of TDD-LTE deployments and we believe the recent decision in China to allocate 190 MHz of 2.5GHz spectrum to our preferred spectrum band, 3GPP Band 41, to deploy TDD-LTE networks will generate even greater interest from chipset, device and infrastructure vendors. The rising tide of TDD-LTE networks globally in the 2.5GHz band will ultimately allow Clearwire to realize significant economies of scale and provide a valuable competitive advantage." Full year 2012 capital expenditures (capex) are now expected to total $125 to $175 million as compared to most recently provided guidance of $350 to $400 million. The decline in capex guidance is primarily due to the company's decision to defer a portion of its LTE build in order to better align capex with the expected receipt of LTE revenues. Link to comment Share on other sites More sharing options...
brker_guy Posted October 26, 2012 Share Posted October 26, 2012 The earnings transcript is worth checking out for sure: http://seekingalpha.com/article/952651-clearwire-management-discusses-q3-2012-results-earnings-call-transcript?source=yahoo Link to comment Share on other sites More sharing options...
txlaw Posted October 26, 2012 Share Posted October 26, 2012 The earnings transcript is worth checking out for sure: http://seekingalpha.com/article/952651-clearwire-management-discusses-q3-2012-results-earnings-call-transcript?source=yahoo Definitely. Link to comment Share on other sites More sharing options...
txlaw Posted November 2, 2012 Share Posted November 2, 2012 Assuming you guys have seen this letter: http://www.sec.gov/Archives/edgar/data/1442505/000114420412058844/v326800_ex7-1.htm This isn't the same guy who was pushing for a spectrum sale before, is it? Link to comment Share on other sites More sharing options...
brker_guy Posted November 3, 2012 Share Posted November 3, 2012 No, I haven't seen it, TxLaw. Very interesting. Thanks for sharing the filing. Link to comment Share on other sites More sharing options...
Cardboard Posted November 3, 2012 Share Posted November 3, 2012 This is a new guy. The original activist was from Crest. Never heard anything afterwards. http://www.sec.gov/Archives/edgar/data/1442505/000119312512257218/d361787dsc13d.htm Cardboard Link to comment Share on other sites More sharing options...
Rabbitisrich Posted November 6, 2012 Share Posted November 6, 2012 Assuming you guys have seen this letter: http://www.sec.gov/Archives/edgar/data/1442505/000114420412058844/v326800_ex7-1.htm This isn't the same guy who was pushing for a spectrum sale before, is it? That's a real clever goat. Remember Mark McGoldrick, the guy who left Goldman Sachs because of his offensively low eight digit salary? He started Mount Kellett with a couple of other clever goats from his GS team. Link to comment Share on other sites More sharing options...
Cardboard Posted November 7, 2012 Share Posted November 7, 2012 Crest letter to Mount Kellet: http://www.sec.gov/Archives/edgar/data/1442505/000119312512455193/d433589dex992.htm Can't believe that they are recommending to sell more shares! You sell spectrum first, then if the shares go up significantly and if you still need money, that is an option. And Sprint buying 30 Mhz of 1,900 Ghz spectrum from U.S. Cellular and roughly 10% of its customers. http://finance.yahoo.com/news/sprint-acquire-spectrum-customers-midwest-123000812.html Same old crap from Hesse. Cardboard Link to comment Share on other sites More sharing options...
txlaw Posted November 7, 2012 Share Posted November 7, 2012 The plot thickens . . . Link to comment Share on other sites More sharing options...
brker_guy Posted November 8, 2012 Share Posted November 8, 2012 Guys, it only gets better. Look who finally sees the LTE light and their shortage of SPECTRUM? http://money.cnn.com/2012/11/07/technology/mobile/att-4g/index.html?source=cnn_bin To quote their new commercial: Hello, AT&T!!! I love these magical words in their PR: http://www.att.com/gen/press-room?pid=23506&cdvn=news&newsarticleid=35661&mapcode=corporate|consumer Spectrum. AT&T has acquired spectrum through more than 40 spectrum deals this year (some pending regulatory review) and has plans to buy additional wireless spectrum to support its 4G LTE network. Much of the additional spectrum came from an innovative solution in which AT&T gained FCC approval to use WCS spectrum for mobile broadband. Between what the company already owns and transactions pending regulatory approval, AT&T expects to have about 118Mhz of spectrum nationwide. The company will continue to advocate with the FCC for release of additional spectrum for the industry's long-term needs. Link to comment Share on other sites More sharing options...
brker_guy Posted November 28, 2012 Share Posted November 28, 2012 Looks like China Mobile, an interoperability partner of CLWR, has finally launched its TD-LTE network: http://www.rethink-wireless.com/2012/11/21/china-mobile-selects-td-lte-device-makers-2013.htm Link to comment Share on other sites More sharing options...
cmattporter Posted November 29, 2012 Share Posted November 29, 2012 Why does anyone persist on researching or commenting on a pos like clearwire? value forum much? Link to comment Share on other sites More sharing options...
brker_guy Posted November 29, 2012 Share Posted November 29, 2012 "Why does anyone persist on researching or commenting on a pos like clearwire?" Really! CLWR only is a 2 baggers for me this year. So much for a "pos like clearwire" eh? It's all relative how you define "value", cmattporter, and understand which side of the fence you are sitting... Link to comment Share on other sites More sharing options...
brker_guy Posted December 10, 2012 Share Posted December 10, 2012 TxLaw and Cardboard, Some news for you guys: http://www.bizjournals.com/denver/blog/boosters_bits/2012/12/dish-sprint-deal-rumors-float-while.html?page Link to comment Share on other sites More sharing options...
brker_guy Posted December 11, 2012 Share Posted December 11, 2012 So much for "a pos like clearwire" right, cmattporter? LOL!!!! http://www.bloomberg.com/news/2012-12-11/clearwire-gains-as-cnbc-says-sprint-deal-may-come-by-end-of-year.html?cmpid=yhoo Link to comment Share on other sites More sharing options...
abcd Posted December 13, 2012 Share Posted December 13, 2012 Sprint Bids for what is left http://online.wsj.com/article/SB10001424127887323297104578176920475421226.html?mod=googlenews_wsj Link to comment Share on other sites More sharing options...
abcd Posted December 13, 2012 Share Posted December 13, 2012 A better link http://www.bloomberg.com/news/2012-12-13/sprint-seeks-to-buy-rest-of-clearwire-for-about-2-1-billion.html Link to comment Share on other sites More sharing options...
txlaw Posted December 13, 2012 Share Posted December 13, 2012 TxLaw and Cardboard, Some news for you guys: http://www.bizjournals.com/denver/blog/boosters_bits/2012/12/dish-sprint-deal-rumors-float-while.html?page Well, brker_guy, it looks like there is some value in that spectrum after all! :) Remember back in the day (like a year or two ago) when Peter Burke CEO was arguing that there was little value in CLWR equity and how he knew this because CLWR was trading at $1? And then how he flip flopped to say that there was value there but not much and that Dan "the Hustle" Hesse was essentially doing the right thing, as Hesse "controlled" CLWR? Well, if S really controlled CLWR, why would they make a bid now? As we have always argued, S and CLWR are joined at the hip. Sprint delayed the progress they could have made in their turn around by at least one and a half years by refusing to make a fair offer two years ago. Man, I wish Burke were still here to admit how wrong he was. Too bad he doesn't post on the board anymore. So -- $3 initial. I have my number, but I'm not gonna say it upfront. Let's discuss on the back end. Link to comment Share on other sites More sharing options...
Guest rimm_never_sleeps Posted December 13, 2012 Share Posted December 13, 2012 a whole $3! congrats to the long suffering clwr shareholders. Link to comment Share on other sites More sharing options...
Cardboard Posted December 13, 2012 Share Posted December 13, 2012 Congratulations guys! Although, I feel it is a mere consolation after all this suffering and worrying over the past year and half. Just shows you once again how much time, money and competitive advantage has been lost by Hesse over that period. I will surely drink a good glass the day that the Japanese kick him out. In terms of selling now or not, I am debating the question considering taxation, other opportunities and waiting for a better bid. I sold about half when the price spiked last time or on the Softbank deal annoncement and was trying to buy back cheaper below $2, but never got filled... missed by a few pennies. :'( Right now, Sprint is offering to pay about the price paid by Dish for Terrestar under bankruptcy or $0.17 per MHz POP. The analyst at Wells Fargo says that spectrum deals have been done at about 50% higher than this which would imply a stock price of $5.50. I think it is quite unlikely considering that Sprint is the only bidder with a roughly 50% ownership and the complicated board structure. Someone could come in with a higher offer, but who is going to force Sprint to accept it or match it being the parent essentially? It would be like a fake bid. IMO, the only possibility for a much higher bid would be a combined offer for Sprint and Clearwire by another deep pocketed player. Can't be AT&T or Verizon due to regulatory reasons. China Mobile would likely be impossible due to Chinese fears in the U.S. and Dish is too small. I can only think of Google, Apple or Microsoft being capable to do such a deal. What are the odds? So I think that a higher bid by Sprint will be put on the table to avoid fiduciary duty type litigation against Clearwire's board of directors. $3.25 or $3.50 at best is my read from the current price being paid by Mr. Market. What are you guys planning to do? Cardboard Link to comment Share on other sites More sharing options...
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