Tuesday, January 8, 2013

DISH Bids for Clearwire

DISH Network announced an offer to purchase all of the Clearwire common shares at $3.30.

“We look forward to working with Clearwire’s Special Committee as it evaluates our proposal,” said Tom Cullen, DISH executive vice president of Corporate Development.

Clearwire confirmed the offer and said the DISH proposal is "only a preliminary indication of interest and is subject to numerous, material uncertainties and conditions, including the negotiation of multiple contractual arrangements being requested by DISH."

Clearwire posted portions of the DISH proposal, including its intent to acquire spectrum covering approximately 11.4 billion MHz-POPs ("Spectrum Assets"), representing approximately 24% of Clearwire's total MHz pops of spectrum, for aggregate net cash proceeds to Clearwire of approximately $2.2 billion (the "Spectrum Purchase Price").   DISH said it might allow Clearwire to sell or lease up to an additional 2 MHz of Clearwire's spectrum to DISH from a channel that is adjacent to the Spectrum Assets at a price to be calculated in the same manner as the Spectrum Assets.  In addition, DISH said it may request certain commercial services from Clearwire, including the construction, operation, maintenance, and management of a wireless network covering AWS-4 spectrum and new deployments of 2.5 GHz spectrum.

Clearwire also posted  a summary of the response it has already received from Sprint regarding the DISH offer.  In essence, Sprint calls the DISH proposal " illusory, inferior to the Sprint transaction and not viable because it cannot be implemented in light of Clearwire's current legal and contractual obligations. "


  • On December 17, 2012, Sprint Nextel Corporation  agreed to acquire the approximately 50 percent stake in Clearwire it does not already own for $2.97 per share.
  • Clearwire holds the largest spectrum portfolio in the U.S. but in upper bands.  Its spectrum is an average 163 MHz in the top 100  U.S. markets.
  • Also in December, the FCC voted unanimously to approve an order that frees up 40 MHz of underutilized satellite spectrum for land-based mobile broadband, including 4G LTE.  The decision removes regulatory barriers that limited this spectrum to satellite use. The FCC said its action balances technical requirements and will unlock value in both the AWS-4 band and the 10 MHz H Block. DISH issued a statement supporting the action.