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CLWR - Clearwire


bmichaud

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Wow, this is fantastic.  I've been out of CLWR for a while now, but I've been watching to see how this would all play out. 

 

I really hope that Ergen is able to pull this off.  It would be nice to see current S management kicked out and replaced with people who can really challenge VZ and T-Rex.

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This is one of those famous cliches, "Heads, I win; tails, I still win".  Good thing I still have both stocks left in my holding: S and CLWR...  Now VZ is speaking for those CLWR spectrum...

 

http://www.theverge.com/2013/4/15/4226406/verizon-offers-clearwire-1-5-billion-to-lease-its-spectrum-says-wsj

 

http://news.cnet.com/8301-1035_3-57579594-94/verizon-wireless-pitches-$1.5b-for-clearwire-spectrum/

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This is one of those famous cliches, "Heads, I win; tails, I still win".  Good thing I still have both stocks left in my holding: S and CLWR...  Now VZ is speaking for those CLWR spectrum...

 

http://www.theverge.com/2013/4/15/4226406/verizon-offers-clearwire-1-5-billion-to-lease-its-spectrum-says-wsj

 

http://news.cnet.com/8301-1035_3-57579594-94/verizon-wireless-pitches-$1.5b-for-clearwire-spectrum/

 

Well, well, well -- looks like that spectrum is pretty valuable after all, eh brker_guy? ;D

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Based on the transcript I just read, it looks like Ergen will play nice with S management (including Dan "the Hustle" Hesse) to get them to go along with the DISH proposal.

 

Regardless, this could be a very interesting opportunity for the long term.

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  • 3 weeks later...

For any of you guys who are interested in learning about M&A, I think this is must see TV here.  In one corner, we have  Softbank and their presentation from yesterday:

 

http://webcast.softbank.co.jp/en/results/20130430_02/index.html

 

http://www.softbank.co.jp/en/design_set/data/irinfo/library/presentation/results/pdf/2012/softbank_presentation_2012_004_01.pdf

 

In the other corner, we have DISH:

 

http://www.usatoday.com/story/tech/2013/05/01/ergen-interview/2127487/

 

Let the war of words begins!

 

In the mean time, CLWR officially has another suiter for its spectrum as I reported a week or two ago:

 

http://seekingalpha.com/article/1373671-clearwire-management-discusses-q1-2013-results-earnings-call-transcript?source=yahoo

 

As previously announced, Clearwire entered into a definitive agreement for Sprint to acquire the stake of Clearwire it does not already own. Since entering into this agreement, we have received 2 unsolicited preliminary or nonbinding proposals. Both are currently under consideration, one from DISH Network and another from Verizon.

 

It's looking better and better for CLWR and S everyday.  :D :D

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  • 4 weeks later...

Dish Boosts Clearwire Offer to Top Sprint Nextel Bid

 

Dish Network Corp. (DISH), the satellite-TV provider controlled by billionaire Charlie Ergen, topped Sprint Nextel Corp. (S)’s bid for Clearwire Corp. in a move that may support its separate offer to purchase Sprint.

 

Dish offered $4.40 a share for Clearwire, or 29 percent more than Sprint’s earlier offer, it said in a statement yesterday. The bid values all of the shares (CLWR) in Bellevue, Washington-based Clearwire, including about 50 percent held by Sprint, at $6.5 billion.

 

The move creates fresh headaches for Sprint, which has been attempting to buy the rest of Clearwire since December and last week increased its offer to $3.40 a share. Dish made a separate play for Sprint itself last month, offering $25.5 billion for the third-largest U.S. wireless carrier, rivaling a $20.1 billion bid from Tokyo-based SoftBank Corp. (9984)

 

“They are just trying to make it difficult for SoftBank to acquire Sprint and Clearwire,” said Chetan Sharma, an independent wireless analyst in Issaquah, Washington.

 

Dish is looking to buy all of Clearwire’s outstanding shares, though it would accept a deal for anything above 25 percent of the stock, according to the statement. The satellite company had previously bid $3.30 a share, leading Sprint or rise its offer.

 

Shares of Clearwire jumped as much as 22 percent to $4.23 in late trading after the offer was disclosed. SoftBank fell 2.4 percent to 5,190 yen as of 1:31 p.m. in Tokyo trading, while Japan’s benchmark Nikkei 225 Stock Average dropped 3.2 percent.

 

‘Better Offer’

 

Scott Sloat, a Sprint spokesman, didn’t immediately reply to a message seeking comment.

 

After Sprint increased its offer last week, Clearwire shareholder Crest Financial Ltd. and a group of investors led by Mount Kellett Capital Management LP both rejected the new terms. They say the deal undervalues Clearwire and its wireless spectrum.

 

“It is obviously a better offer,” Clearwire individual investor David Weber said of Dish’s latest proposal. “But I’d be surprised if Sprint doesn’t top that. It doesn’t sound like the bidding war is over.”

 

Clearwire investors are scheduled to vote on the Sprint takeover deal on May 31. Dish plans to commence a tender offer for the outstanding Clearwire shares before that meeting.

 

The Sprint bid totals about $2.5 billion and values the entire company, including debt and its existing holding, at $10.7 billion.

 

SoftBank Bid

 

“The special committee of Clearwire’s board of directors has received Dish network’s offer and will review it to determine the best course of action for the company and its stockholders,” Mike DiGioia, a Clearwire spokesman, said in a statement. “The special committee has not made any determination to change its recommendation of the current Sprint transaction.”

 

Dish last month offered $25.5 billion for Sprint as part of a plan to expand into the mobile-phone business. SoftBank, Japan’s third-largest wireless carrier, agreed in October to buy a 70 percent stake in Sprint for $20.1 billion. As part of that transaction, Tokyo-based SoftBank would give Sprint a cash infusion of $8 billion, helping it pay for Clearwire.

 

Mitsuhiro Kurano, a spokesman for the Japanese company, declined to comment on Dish’s Clearwire bid. SoftBank has no plan to raise its bid for Sprint, he said.

 

“We believe our current plan can provide Sprint’s shareholders with good value,” he said today.

 

Proxy Advisers

 

Dish sees Clearwire’s assets as a way to further its push into mobile service. Ergen, who co-founded the satellite television company, has already assembled his own collection of airwaves that could be used with wireless devices, giving him something to pair with Clearwire’s spectrum.

 

“We are committed to completing a transaction that will permit Dish to commercialize its significant portfolio of wireless spectrum assets,” the Englewood, Colorado-based company said in a letter to Clearwire yesterday.

 

Earlier this week, shareholder-advisory firm Glass, Lewis & Co. advised Clearwire investors to vote against the Sprint deal. Glass Lewis broke from Institutional Shareholder Services Inc. and Egan-Jones Ratings Co., which both endorsed Sprint’s earlier offer of $2.97 a share, citing Clearwire’s dim prospects as an independent company.

 

Clearwire has said it faces a cash crunch and needs at least $1.7 billion to keep operating, adding urgency to complete a deal. To help Clearwire stay afloat, Dish said yesterday it would provide financing of $80 million a month. That matches a similar program offered by Sprint.

 

Google, Intel

 

Overland Park, Kansas-based Sprint needs support from the majority of Clearwire’s Class A shareholders to gain control of the remaining 49 percent of Clearwire it doesn’t own. The move would wind down an ambitious joint venture with Clearwire that had attempted to build a nationwide wireless Internet network.

 

Begun in 2008, the project was backed by $3.2 billion in investments from Google Inc., Intel Corp. and cable-TV companies. After losses piled up, partners such as Google and Time Warner Cable Inc. (TWC) sold their stakes for a fraction of their original value.

 

Ergen now sees the failed network as his opportunity to expand into wireless. While he doesn’t have SoftBank’s money, the billionaire is eager to do a deal, said Paul Sweeney, an analyst at Bloomberg Industries.

 

“He wants to be a player in the business,” he said.

 

To contact the reporters on this story: Alex Sherman in New York at asherman6@bloomberg.net; Scott Moritz in New York at smoritz6@bloomberg.net; Olga Kharif in Portland at okharif@bloomberg.net

 

To contact the editor responsible for this story: Nick Turner at nturner7@bloomberg.net

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  • 3 weeks later...

Hi Txlaw,

 

Yes, I still have my positions in both S and CLWR.  I did sell some to divest my gains.  I think we talked about that over lunch at the DJCO annual meeting earlier this year.

 

I have regrets of selling some of my CLWR and S shares a little earlier, but I don't want to be too greedy and get burned.

 

I am going to sit tight with my remaining shares and watch this drama plays out.  A year and half ago, CLWR was at or below $1, and all of the pundits said that CLWR was done...

 

Hesse played poker with a real professional poker player, and he lost.

 

http://www.forbes.com/sites/erincarlyle/2013/04/15/billionaire-battle-meet-charlie-ergen-whose-25-5-billion-bid-for-sprint-would-bump-japanese-billionaire-masayohshi-sons-deal/

 

BTW: Did you see this yesterday?

 

http://www.fiercewireless.com/story/previewing-its-clearwire-plans-dish-tests-50-mbps-fixed-lte-service-ntelos/2013-06-13

 

What about you, TxLaw?  Do you still have any shares left in either company?

 

Brker_guy

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No, I don't have any shares in CLWR anymore, and I missed out on a lot of the recent upside.  I figured I'd redeploy my capital elsewhere, since I had already made a good amount on the investment.

 

Well, it appears people finally understand the value that is embedded in CLWR's spectrum position.  It's just too bad that this battle continues to take away Sprint's focus on getting their network competitive with the big dogs.

 

I wonder if Son is done with Sprint at this point.

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My whole thesis on investing in S and CLWR has been based on the value of spectrum alone.  The rest is just pure execution.  I had the same thinking as you did too earlier this year, but I then thought it through carefully and decided to sell half and kept half because I knew this ball game would go into extra innings.

 

You would not believe the amount of paperworks I have gotten from S and CLWR to approve the 2 mergers.  Each time the proxy come, I would vote them down.  So, I think the lawyers will make a killing from this merger.  You would want to take on a case like this, TxLaw.  ;)

 

So the good news is that I see Sprint rolling out LTE in the areas where I live.  In some locations, I do get 22Mbps on my Sprint iPhone 5.  That's encouraging.

 

I have listened to Son's presentation and rebuttal to DISH's offer for S.  He took a lot of cheap shots at Ergen. At times, I thought he crossed the lines of being unprofessional about it.  With that being said, I don't think we have heard the last of Son and DISH on S and CLWR just yet.  Next week, it will be DISH's turn to counter.  As much of a shrewd and parsimonious deal-maker Son is, he has no choice but to up his bid on S and CLWR because his company's business model is based around CLWR's spectrum.  If he decides to pick up T-Mobile and ditch S and CLWR, he will be in the exact boat that DISH was a few months ago, not having enough spectrum for LTE rollout...  Furthermore, buying T-Mobile causes all kind of network interoperability with Softbank's network.  So, Ergen is in a sweet position now that CLWR's BOD decided to go with them....

 

If I was Son, I would lower my humility and go to negotiate with DISH on how to divide up the pie to eat them.  So, stay tune!  Btw now and watch Friday, it will be one fascinating plot line to the movie...

 

 

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TxLaw,

 

This drama is getting better everyday:

 

http://www.kansascity.com/2013/06/17/4298567/sprint-sues-to-stop-dishs-bid.html

 

So, I guess at COB today, we ought to hear back from DISH on S.  Oh, boy, this will be fun. :-)

 

http://www.telecomramblings.com/2013/06/sprint-sues-stop-dishs-clearwire-tender/

 

Also, check out this WSJ piece...

 

How Clearwire Became the Darling of Telecom

 

http://online.wsj.com/article_email/SB10001424127887323836504578551840150175824-lMyQjAxMTAzMDEwODExNDgyWj.html

 

 

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Seems like Charlie might get the last laugh here...though i don't see how he gets anywhere near 25% of stock with clwr trading above $4.40 offer? Market seems to think S (despite lawsuit and comments to the contrary) will have to come in with another bid for clwr.

 

It's been fun to follow this whole process. More to come I think.

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I have to say that I haven't seen a more retarded CEO than Hesse.  He had so many chances to play nice with CLWR and pick up the company for a song.  Instead, he chose to play Russian Roulette with CLWR.  So, now he is paying the price dearly.

 

He thinks that shareholders like me would be stupid enough to sell out my CLWR shares to him for $2.97 to start with, let alone sell out my S shares for $5.35 like it was originally offered. 

 

Today, S is just filing this lawsuit as a distraction to DISH in hope that they get so distracted by this lawsuit that they won't make a counter offer to Softbank's bid for S.  How stupid of a move is that?  Only people who are making money at both companies are the lawyers.  I am really rooting for DISH to win this buyout because DISH will come in and clean house at S.  Softbank won't do immediately, but they will do it eventually.  DISH, on the other hand, would show Hesse and goons the doors as soon as they arrive on the scene.

 

As much as Son-san was begging for regulators and other shareholders to hep him "realize" his "American Dreams" in ripping off the existing S and CLWR shareholders for the cheap, my "American Dream" is to see the management at S to get booted ASAP...

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I have to say that I haven't seen a more retarded CEO than Hesse.  He had so many chances to play nice with CLWR and pick up the company for a song.  Instead, he chose to play Russian Roulette with CLWR.  So, now he is paying the price dearly.

 

He thinks that shareholders like me would be stupid enough to sell out my CLWR shares to him for $2.97 to start with, let alone sell out my S shares for $5.35 like it was originally offered. 

 

Today, S is just filing this lawsuit as a distraction to DISH in hope that they get so distracted by this lawsuit that they won't make a counter offer to Softbank's bid for S.  How stupid of a move is that?  Only people who are making money at both companies are the lawyers.  I am really rooting for DISH to win this buyout because DISH will come in and clean house at S.  Softbank won't do immediately, but they will do it eventually.  DISH, on the other hand, would show Hesse and goons the doors as soon as they arrive on the scene.

 

As much as Son-san was begging for regulators and other shareholders to hep him "realize" his "American Dreams" in ripping off the existing S and CLWR shareholders for the cheap, my "American Dream" is to see the management at S to get booted ASAP...

 

Agreed.  Dan "the Hustle" Hesse has to go, and I think this will happen at this point if Ergen wins. 

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Btw, brker_guy, I love how Ergen uses our real estate analogy in that WSJ article.

 

We bought beachfront property for swampland prices! 

 

Yeah, I remember we talked about this awhile back when this thread first started.  It has come a long way, hasn't it?  That is the most amazing thing about the Internet and this message board.  What we talked about stayed permanent. :-) 

 

At the rate that Son-san and him are trading this wagering at the poker table, we won't be seeing swampland prices for long.

 

BTW: Have you been noticing that one of the writers at the WSJ has been writing articles on how S can win this CLWR bid at a lower price and how DISH is not going to win the S bid?  Geez, I am wondering if the guys at DTV are growing a little envious of what is going on and try to influence their sister company to badmouth DISH in hoping that they would lose these bids since DirecTV have outsourced pretty much everything in their business.  Did you know that DirecTV even outsource system engineering architecture to outside consultants to come up with engineering solutions for them? 

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Looks like this is the beginning of the CLWR battle as DISH has pushed aside the S offer and now will focus on CLWR.

 

http://dealbook.nytimes.com/2013/06/18/dish-says-it-wont-submit-a-new-offer-for-sprint-ahead-of-deadline/?partner=yahoofinance

 

Interesting drama being played out, but I wasn't expecting anything less than this.  The crown jewel is in CLWR, not S...

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Wow.  Now we're talking.

 

Only watching from the sidelines, though.  I'm hoping the rest of you guys still in CLWR have made some nice cash on this one.  It would be nice to have a position not tied to current market fluctuations that one could opportunistically sell for reinvestment.

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Guest wellmont

Sprint now offering $5 a share for CLWR.

 

Wow - Ergan really cost Softbank a bunch in this bidding war lol .

 

that may be part of his plan. he wants them to pay fair value.

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In Charlie Ergen's poker parlance, that would be a "raise".  Let's see if Mr. Ergen will re-raise Son-san and Hesse-san.

 

Hesse might be able to bamboozle Google out of their stake in CLWR at 63 CENTS per share and McCaw at $2 per share, but he's playing with a real professional poker player now.

 

So, let's see what Hesse got up his sleeves.  There ain't much left in that S coffer.

 

After Hesse is done with CLWR fiasco, may be he should start up his next career like Mr. Ray Lane here:

 

http://www.bloomberg.com/news/2013-06-20/ray-lane-s-100-million-tax-bill-inflated-by-dot-com-bomb.html

 

;D ;D ;D

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TxLaw,

 

I think this is a very good article:  "Clearwire Deal Is a Lesson in High-Stakes Bidding"

 

http://dealbook.nytimes.com/2013/06/25/clearwire-deal-is-a-lesson-in-high-stakes-bidding/?partner=yahoofinance&_r=0

 

There are lessons here.

 

When dealing with majority shareholders or even management, the game is initially to their advantage. Shareholders may not be getting a bad price, but it may not be the one they would have gotten without a majority shareholder. Perhaps the best remedy here is for boards to recognize this. If there is only one bidder and little leverage, they could simply choose not to sell, and find other options.

 

The Clearwire transaction also shows that not all shareholders are alike. Mutual funds tend to sell quickly and are more willing to leave money on the table. They are not in the business of taking on significant risk. But here, the hedge funds came into this deal full force, acquiring a blocking position that had real leverage. For all those who criticize hedge funds as short-term money, they also were willing to take risk to the benefit of all shareholders.

 

They did something important, putting pressure on the bidders to raise the price.

 

Finally, Clearwire’s clearest lesson is that the price an investment bank and a board are willing to call fair is quite different from what someone is willing to pay. Takeovers are really about how well you can play the bidders and the parties against each other and create leverage out of nothing.

 

And this is all done when the real intentions of many parties are unknown. Because of this, just because a board says that a bid is not viable or there is only one bidder doesn’t mean it is the case. Sprint, and its backer SoftBank, are paying $4 billion more than Sprint originally bid, leaving one wondering if this wasn’t Dish’s goal in the first place.

 

So what happens next? The first round of the game is over, but the telecommunications deal-making will shift. Dish may now decide it was just happy to force Sprint to pay up. Remember T-Mobile, even after its merger with Metro PCS, remains the No. 4 wireless carrier and an oft-named target.

 

The game continues, and boards that don’t play it well are doomed to lose out, leaving their shareholders much poorer.

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