Dish Network vs Softbank/Sprint/Clearwire Saga

[offthegrid]

Ergen may flip LS for a quick profit a la Icahn but Lightsquared is nothing now but law suits.

Clear doesn't have the existing tower infrastructure agreements or equipment/backhaul infrastructure to work with Dish, Sprint or T-Mobile does.

[503ducati]

http://www.fiercewireless.com/story/...ers/2012-06-08


Dish Network Chairman Charles Ergen said that his company has inked a deal with Qualcomm (NASDAQ:QCOM) for chipsets to support devices running on its LTE Advanced network, and that Dish is in the hunt for more partnerships.


In a rare interview with the Wall Street Journal, Ergen said that Dish is also speaking with handset makers and backhaul providers to support Dish's putative wireless network, reiterating comments the company had made in the past to the FCC. Ergen said that "obvious" carrier partners include Sprint Nextel (NYSE:S) and T-Mobile USA, which might be able to tap into Dish's 2 GHz MSS spectrum.


Sprint did not comment on Dish specifically but said it is "open to opportunities with spectrum holders who can't or don't want to build a network for their spectrum," and T-Mobile declined to comment, according to the Journal.


Ergen seems to be fairly sanguine about Dish's wireless ambitions, despite uncertainty over whether the FCC will grant Dish a waiver that would allow it to sell terrestrial-only devices, which Dish has argued is essential to its business plan. Ergen said he thinks there's an 80 percent chance Dish will get the waiver (the FCC's proceeding on MSS spectrum rules is still open). However, he said Dish will not overreach with its plans.


"We're not going to do something that we can't achieve," he said. "It goes back to playing blackjack: If we have a 51 percent chance of doing it, then we are going to move ahead. If we have a 49 percent chance of being successful, we're not."


Ergen also dismissed the idea that the company will flip its 40 MHz of S-Band spectrum to another carrier for a profit, though analysts at Sanford C. Bernstein estimate the spectrum, if sold, could be worth about $8 billion, or 67 percent of Dish's current $12 billion market value.


Dish said in a filing to the FCC last month that it will not be able to launch its proposed LTE Advanced network using its spectrum until 2016 or later. This is about 12 months longer than the FCC's current proposed buildout schedule, which requires Dish to launch its network in three years covering 30 percent of the U.S. population. However, Dish has indicated that when it does launch its network, it will cover 60 percent of the U.S. population.


In a recent filing to the FCC, Dish provided details of its deployment plans. The company said that it will take at least 48 months from the time the 3rd Generation Partnership Project finalizes the S-Band specifications for LTE Advanced for Dish to launch its network. The 3GPP is not expected to finalize those specs until December, which means that Dish will not launch its network until at least December 2016 or later.


Dish, which paid $2.78 billion in 2011 for the airwaves in bankruptcy proceedings, argued that the FCC's buildout requirements are not feasible and are not in line with similar requirements for terrestrial services. For example, Verizon Wireless (NYSE:VZ) and AT&T Mobility (NYSE:T) have 10 years to cover 75 percent of the population using the 700 MHz spectrum licenses they won at auction.




Iyad Tarazi, Sprint's VP of Network Development and Engineering, discusses the company's Network Vision, including:

* Phase 1 of the LTE rollout now and into 2012
* Phase 2 with LTE-Advanced, including 4x4 MIMO, in 2013
* Extending the Clearwire partnership by running FD-LTE alongside TD-LTE using dual mode devices
* Voice over LTE and the HD voice over the CDMA network

[503ducati]

Sprint Is Said to Suggest Dish Partnership

http://www.bloomberg.com/news/2012-1...rtnership.html

Sprint Nextel Corp. (S) has approached Dish Network Corp. (DISH) about a partnership that would allow the satellite-TV company to offer mobile-phone service over the carrier’s network, two people familiar with the matter said.

Under the potential arrangement, discussed in recent months, Sprint would get access to Dish’s mobile airwaves, which aren’t currently being used, the people said. The companies could then share revenue from customers who sign up for a Dish wireless service, or Dish may pay Sprint a fee to use the network, according to one of the people, who asked not to be named because they aren’t authorized to speak publicly.

The deal would vault Dish into the mobile-phone market without it having to build its own network, letting the company offer wireless service to its 14 million satellite-TV customers. Dish, which publicly expressed interest in such partnerships, said it won’t make a decision on the matter until a regulatory ruling on its airwaves that may come as soon as next week.

“A Sprint partnership may be the best possibility,” said Tim Farrar, an analyst with TMF Associates Inc. in Menlo Park, California. “It could be quite disruptive.”

Joe Clayton, chief executive officer of Englewood, Colorado-based Dish, declined to discuss talks with Sprint beyond saying, “We speak with everybody.” Discussions with partners are on hold for now while Dish waits for a government ruling on how it can use its spectrum, he said in an interview. The Federal Communications Commission is slated to discuss the issue at a meeting on Dec. 12.

Dish Rises

Dish shares rose 0.9 percent to $37.68 today in New York, reaching their highest closing price since 2007. Sprint fell 0.7 percent to $5.69.

Sprint also declined to comment on Dish, though it said the company is generally interested in partnerships that would give it access to airwaves. “We are open to spectrum-hosting opportunities with other spectrum holders who can’t or don’t want to build a network for their spectrum,” said Scott Sloat, a spokesman for Overland Park, Kansas-based Sprint.

While a Dish partnership would have to be approved by Softbank Corp. (9984), which agreed in October to buy a controlling stake in Sprint, an accord could be reached before regulators sign off on that deal, one of the people familiar with the matter said.

Softbank Money

For Sprint, the partnership is one of several actions the No. 3 carrier is considering to help it challenge market leaders Verizon Wireless and AT&T Inc. (T) The investment from Softbank will provide Sprint with an $8 billion cash infusion, giving the carrier money to make deals.

Sprint already has a spectrum-sharing joint venture with Clearwire Corp. (CLWR), the Bellevue, Washington wireless broadband wholesaler. Clearwire’s shares fell 5.5 percent to $2.39 today. Sprint CEO Dan Hesse has already made smaller deals for spectrum, including a $480 million purchase of U.S. Cellular Corp.’s airwaves and customers in the Midwest. The company also has considered making a counteroffer for MetroPCS Communications Inc. (PCS), a prepaid mobile-phone carrier that agreed in October to merge with T-Mobile USA Inc., people familiar with the matter said that month.

Dish, meanwhile, has built up its spectrum holdings to decrease its reliance on the satellite-TV business, which is losing subscribers. The company’s chairman and co-founder, Charlie Ergen, said in October that he had given up ambitions of building his own wireless network and was now focused on forging a partnership with another company in the industry.

MetroPCS Offer

In August, Dish offered about $4 billion to acquire MetroPCS, according to a person familiar with the matter. MetroPCS turned down the bid. T-Mobile USA’s subsequent merger with MetroPCS and Softbank’s deal with Sprint delayed “meaningful conversations with those players as they pursue their own regulatory approval process,” Tom Cullen, Dish’s executive vice president, said in a conference call in November. To help Dish get its feet wet in the mobile industry, the company’s Blockbuster video chain, acquired in a bankruptcy sale last year, will begin selling mobile phones in its movie-rental stores, people with knowledge of the matter said this week.

An alliance could help Dish and Sprint contend with mounting competition. Verizon has formed a pact with cable companies, including Comcast Corp. (CMCSA) and Time Warner Cable Inc. (TWC), to sell each other’s products. That means the cable providers can add mobile service to their current product bundles of TV, landline phone and high-speed Internet access.

Interference Concern

Even so, a Dish-Sprint partnership would have to overcome tensions between the two companies, which have sparred over the issue of wireless interference. Sprint has said a portion of Dish’s spectrum should operate with a lower signal power so that it doesn’t interfere with the adjacent frequency, called the H block. The H block airwaves are slated to be auctioned off by the government. In a letter to the FCC this week, Dish agreed to allow a portion of its spectrum to be used as a so-called guard band to preserve the H block. Sprint responded that Dish’s new proposal still “would substantially reduce” the value and utility of the block of frequencies.

Even if the FCC sides with Sprint, Dish will still get the go-ahead to use its spectrum in some capacity, Stefan Anninger, an analyst at Credit Suisse Group AG in New York, said in note this week to clients. That’s good news for the satellite provider because Dish will finally be able to use the airwaves for mobile-phone service, he said. Sprint and Dish may both bid on the H block at the FCC-run auction, which could happen as soon as next year. The government would receive the proceeds, potentially worth billions of dollars, according to the FCC.

The acrimony won’t necessarily stop Dish from forging a deal with Sprint, said TMF Associates’ Farrar. Ergen, Dish’s chairman, has had testy relations with partners in the past while still maintaining ties with them.
“It would be very much like Charlie Ergen to fight to the last drop of blood and then partner with them,” Farrar 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
To contact the editor responsible for this story: Nick Turner at nturner7@bloomberg.net

[503ducati]

Sprint, Clearwire in Active Negotiations


http://www.cnbc.com/id/100301143

Sprint and Clearwire are moving closer to a deal under which Sprint would acquire the roughly 49 percent of the company it doesn't already own, according to people close to the situation.

While a deal is not imminent, the two companies are involved in active negotiations and could announce an agreement prior to the end of the year. Given the complexity of the relationship between the two companies, and its ownership structure -- not to mention Sprint's pending deal to sell a majority stake to SoftBank-- sources caution that a Clearwire acquisition is still fraught with difficulty.

Still, in recent days Sprint has had significant conversations with a number of Clearwire's big shareholders, which include Bright House, Intel and Comcast, aimed at purchasing their stock at roughly $3.00 a share, according to people familiar with the conversations.

The price that Sprint would offer for the 488 million shares that are held by the public remains unclear, and while a special committee of Clearwire's directors might agree to a similar price, it remains to be seen whether a tender at that price would succeed.

Sprint's intention, as I've previously reported, has been to acquire what it doesn't own of Clearwire -- in order to add that company's much needed spectrum to its own as it embarks on life as a subsidiary of SoftBank.

SoftBank is hoping to close its deal to acquire 70 percent of Sprint by March or April, and sources tell me Sprint hopes to close a deal to buy Clearwire simultaneously.

Sprint needs the consent of SoftBank to buy Clearwire and perhaps more importantly, any deal between Sprint and Clearwire will need to be conditional to the closing of the Softbank deal -- adding yet another layer of complexity. (Read More:Why the Nexen-CNOOC Deal Will Spur More Energy Deals)

Clearwire, which has $5 billion in debt, is still in need of additional liquidity. Its debt holders noted that it did not call its first lien notes Monday, as it might have been expected to do were it to remain an independent company. Any purchase by Sprint would dramatically lower Clearwire's borrowing costs, something that has already been reflected in the price of its bonds. (Read More: As Companies Seek Tax Deals, Governments Pay High Price)

A Clearwire spokesperson declined comment and a Sprint spokesman couldn't be reached.

[NGeorge]

Sprint, Clearwire in Active Negotiations


http://www.cnbc.com/id/100301143

I've seen this one coming for years now. It just seemed like Sprint was coyly playing Clearwire until they had the money to buy them out. When SoftBank happened, I figured the next thing to happen was this and that they were surly talking about it.

Figured we wouldn't see this until a week or two after the SoftBank deal actually cleared, however...

[503ducati]

Sprint makes $2.1B offer to buy Clearwire

http://www.fiercewireless.com/story/...21b/2012-12-13

December 13, 2012 | By Phil Goldstein

Sprint Nextel (NYSE:S) has made a $2.1 billion offer to buy the 49 percent of Clearwire (NASDAQ:CLWR) that it doesn't already own, according to a regulatory filing. The deal, if approved, would put an end to the complicated relationship between the two companies and give Sprint vastly larger spectrum resources.

According to the Securities and Exchange Commission filing, Sprint is offering $2.90 per share, which represents a 5.5 percent premium to yesterday's closing price of Clearwire's shares. Sprint's board approved the deal yesterday and a special committee of Clearwire's board is reviewing the proposed transaction.

The Clearwire purchase, which has been rumored in recent days, is the first significant step Sprint has taken to strengthen its position in the U.S. market since Softbank announced in October its intention to buy 70 percent of Sprint for $20.1 billion. That deal, which needs to be approved by regulators and is expected to close by mid-2013, will give Sprint $8 billion in capital.

As part of Sprint's deal to acquire Clearwire, Sprint would provide Clearwire with $800 million to keep it afloat until the agreement closes. Sprint said in its filing that it will need approval from Softbank for the Clearwire transaction and that the Softbank deal needs to close before the Clearwire agreement can be finalized.

"Clearwire does not comment on ongoing negotiations with counterparties and, under the direction of the Special Committee, continues to be in discussions with Sprint to explore a transaction," Clearwire said in its own regulatory filing. "There can be no assurance as to the terms of any potential transaction or that any transaction will result."

Sprint is Clearwire's largest shareholder and by far its largest wholesale customer, yet it does not completely control Clearwire's board or strategic direction. The deal would allow Sprint to completely oversee Clearwire's TD-LTE network deployment, set for next year.

Many analysts and observers predicted Sprint would buy Clearwire following Softbank's announcement to purchase 70 percent of Sprint. Both Clearwire and Softbank are using 2.5 GHz spectrum for TD-LTE and Softbank CEO Masayoshi Son has spoken highly of Clearwire's spectrum reserves.

Clearwire has around 160 MHz of spectrum on average in the top 100 markets. Sprint and Clearwire already have an agreement whereby Sprint will offload traffic to Clearwire's planned TD-LTE network starting next year. Before embarking on its own LTE deployment, Sprint sold smartphones that worked on Clearwire's WiMAX network, and Sprint will continue to support WiMAX devices through 2015.

In October Sprint increased its ownership in Clearwire from 48 percent to 50.8 percent by purchasing about $100 million worth of Clearwire stock from Eagle River Holdings, the investment firm owned by wireless pioneer Craig McCaw.

BTIG analyst Walter Piecyk told FierceWireless that he does not think Clearwire's board or shareholders will accept Sprint's offer of $2.90 per share. "It's up to Sprint whether they're going to be willing to spend more," he said. "In our view it's going to take $5 a share in order to get shareholder approval."

Piecyk noted that if Sprint were to buy Clearwire it would also take on around $4.2 billion in debt. Yet he noted that Softbank's Son likely made acquiring Clearwire a major part of his deal for Sprint. In the long run, Piecyk said, Sprint buying Clearwire makes strategic sense, since it will give Sprint much more spectrum for LTE.

"If you take Sprint's network, Softbank's cash and Clearwire's spectrum, you have a network that can offer the fastest speeds to U.S. consumers and have enough capacity to be able to price it at a very aggressive rate," he said.

Sprint to Buy Clearwire

http://www.dailywireless.org/2012/12...buy-clearwire/

Sprint Nextel today offered to acquire all of Clearwire Corp. in a $2.1 billion deal, ending a four-year joint venture to build a nationwide 4G network.

This values Clearwire at around US$4.2 billion and represents a 5 percent premium on its closing stock price yesterday. Sprint said in a regulatory filing that its offer also needs the green light from Softbank, the Japanese operator that is currently in the process of acquiring 70 percent of Sprint – and is contingent on that deal going through. Clearwire’s board hasn’t approved the sale, but said it’s in discussions with Sprint.

Clearwire today filed with the SEC the company’s response to Sprint’s 13D. The information in Clearwire’s 8K is Clearwire’s only comment on the offer at this time. From the 8K:

Clearwire is currently in discussions with Sprint regarding a potential strategic transaction. A Special Committee of the Clearwire Board of Directors, previously formed to review potential indications or proposals, including from Sprint, has been reviewing the potential strategic transaction.

Shares of Bellevue, Washington-based Clearwire jumped to 12 percent to $3.07 at 10:18 a.m. in New York trading, rising above the offer price, reports Bloomberg. That suggests investors expect the bidding to go higher.

Clearwire, which peaked at $33.30 in July 2007, had slumped to as low as 90 cents earlier this year. The company is projected by analysts to post a record $1 billion net loss for 2012, according to data compiled by Bloomberg.

Clearwire serves 10.5 million subscribers, but it only bills 1.4 million of them directly. Almost all of the rest are using Sprint devices.

Clearwire and its spectrum would be a bargain if bought out at its market value of $1.8 billion, but the company is also carrying quite a bit of debt, north of $4 billion, explains Seeking Alpha. Sprint and Clearwire may have a total of some 120 Mhz available in urban areas, but each entity controls about half of the total spectrum available.

In October Sprint increased its ownership in Clearwire from 48 percent to 50.8 percent by purchasing about $100 million worth of Clearwire stock from Eagle River Holdings, the investment firm owned by wireless pioneer Craig McCaw.
Clearwire and Softbank will likely need 40-60 MHz for macro and small cell build out at 2.6 GHz — that leaves some 40-60 MHz that could be put on the market.

Yet to be determined is what will happen to Dish. Sprint and AT&T are rumored to be the most likely suitors. Dish has said they would prefer not to sell the spectrum, but would rather partner with a carrier.
But if Softband/Sprint do a Dish deal, they may want to sell 40 MHz of Clearwire spectrum to AT&T to avoid a fight with the Federal Trade Commission. By owning the entire band Sprint/Softband would have flexibility to carve up parts of Clear’s spectrum for re-sale.

[shook187]

Sounds like a bargain, doubt that Clearwire would accept the offer now that the stock price is above what sprint is offering.

Sent from my SPH-L900 using HowardForums

[503ducati]

Sprint & Clearwire Agree On Buyout

http://www.dailywireless.org/2012/12...ree-on-buyout/

Today, Clearwire and Sprint announced that the companies have entered into a definitive agreement in which Sprint will acquire the approximately 50 percent stake in Clearwire 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.

Sprint received the support of the remaining major owners of Clearwire stock, including Comcast, Intel and Bright House Networks, which together owned 13 percent of the company. SoftBank added in a statement that it supports the deal, which it believes will improve the landscape for American cellphone service.

Sprint CEO Dan Hesse says Clearwire’s 21 cents per mhz/pop spectrum price compares with a similar AT&T deal for 15 cents per mhz/pop on apples to apples basis.

[akayareal]

http://www.engadget.com/2013/01/08/d...isition-offer/

Surprise news this afternoon as Clearwire announced it's received an acquisition offer from Dish Network, even though Sprint was already on the hook to snap up the company for $2.2 billion. According to the press release (included after the break), a special committee of the Clearwire Board of Director's has decided to negotiate with dish based on its proposal, although it has not changed its recommendation of the current Sprint transaction.

Predictably, Sprint is not taking the news well, producing a series of bullet points (also in the release) about why Clearwire can't and / or shouldn't sell to Dish. Dish's statement is short and to the point, only saying it looks forward to working with the special committee as they evaluate its proposal. Of course, since Dish is offering $3.30 per share and Sprint is offering $2.97 one can see why the board is mulling it over, but all we know for now is that the "definitive agreement" with Sprint... wasn't.

[503ducati]

http://finance.yahoo.com/news/sprint...225500244.html

OVERLAND PARK, Kan.--(BUSINESS WIRE)--

Sprint (NYSE:S) today issued the following statement in response to Clearwire’s announcement that a special committee of Clearwire’s board of directors is considering a proposed transaction from DISH.

“Sprint believes its agreement to acquire Clearwire, which offers Clearwire shareholders certain and attractive value, is superior to the highly conditional DISH proposal.

“In contrast, the DISH proposal includes a series of interdependent commercial agreements, debt and equity purchases and spectrum sales, which together with the other conditions required by DISH to complete the transaction, makes the proposal not viable. In addition, the DISH proposal would require Sprint to voluntarily waive rights that it holds as a stockholder of Clearwire and that it possesses through various vendor and customer contracts that significantly predate Sprint’s proposed acquisition of the remainder of Clearwire. Sprint does not intend to waive any of its rights and looks forward to closing the transaction with Clearwire and helping consumers across the country realize the benefits of this combination.”

[503ducati]

Poor Dish, no one wants to play ball with them(host their network). Awfully big tea leaves to read here. Come on Charlie, just sell the spectrum to AT&T already.

[lennyj17]

3 Things....

Clear already signed a clause that states they cannot entertain Outside offers while the deal is Pending.

Clear cannot sell any of its spectrum while the deal is Pending...

Sprint already owns Controlling Interest in Clear..


Really how far did Clear think it was going to get with this.....LMAO! This was all Orchestrated by Clear to scare Sprint and Softbank into raising the Offer Price...

[billm261]

Poor Dish, no one wants to play ball with them(host their network).

And from what I've been reading you don't want to work for them also.

[503ducati]

Dish And Clearwire: What This Offer Is, And Isn’t

http://blogs.wsj.com/corporate-intel...n_money_ticker




Divining Dish’s Motive In Clearwire Offer

http://blogs.wsj.com/digits/2013/01/...n_money_ticker

By Spencer E. Ante


The communications industry is once again asking a familiar question: What does Charlie want?

A day after Charlie Ergen’s Dish Network DISH +3.28% launched a surprise offer to acquire wireless broadband provider Clearwire, telecom analysts, bankers and other industry players are buzzing with speculation about what his end game might be.

The offer is informal for now and a long-shot in any event. But it does pose a risk to Sprint S -1.76%’s $2.2 billion deal to buy the half of Clearwire it doesn’t already own, and failing to cement control over Clearwire’s big spectrum holdings could complicate Softbank Corp. 9984.TO -2.09%’s $20 billion takeover of Sprint.

Ergen declined to comment for our story, and it’s hard to know his intentions. But he has bought $3 billion in spectrum and says he wants to enter the wireless business. The problem is that he lacks a wireless partner with a network that would allow him to really offer service and get in the game.


As such, there’s a lot he could get out of Clearwire even without a deal. Here’s a roundup of what analysts are thinking:

Scenario 1: Ergen really wants to buy some or all of Clearwire. This is the least likely of all of the motivations, because it’s so hard to pull off, people in the industry say. The reason is that Sprint already claims the right to veto asset sales by Clearwire. Sprint also argues that a sale of Clearwire would have to be approved by 75% of the company’s shareholder vote. Sprint, which holds about 50% of the company, has told Clearwire it won’t approve a deal.

Scenario 2: Even if the Dish can’t buy some or all of Clearwire, the offer could force potential partners to come to the table with Ergen. It also has the side benefit of complicating Sprint’s agreement to buy Clearwire. If enough of Clearwire’s minority shareholders choose to accept Ergen’s tender, it could derail the deal. Ergen’s offer could also force Sprint to pay more for Clearwire.

Scenario 3: Ergen is pushing Sprint to sell or lease him some Clearwire spectrum, and to strike a network sharing agreement with Clearwire that would give Dish the ability to offer wireless service down the road. This is the most likely scenario. Analysts say the slug of Clearwire’s spectrum that Ergen wants to buy is some of the company’s best — good for high-bandwidth data delivery in dense areas, as well as for things like fixed wireless devices. Ergen already tried to buy some of Clearwire’s spectrum before the company signed its deal with Sprint, but Clearwire’s special committee deemed Sprint’s offer superior. With his new leverage, Ergen could force Sprint to cut a deal to make him go away.

[Jordan T]

Charlie Ergen is a jerk who treats his customers like trash, uses dealer-installers who NEVER (at least in my market) install per NEC requirements with grounding, and who engage in the worst type of predatory marketing. Ick.