Dish Network Corp. (NasdaqGS:DISH) made an offer to acquire Sprint Nextel Corp. (NYSE:S) from Dodge & Cox, Ontario Teachers' Pension Plan, Capital Research Global Investors and other investors for $21.1 billion in cash and stock on April 15, 2013. Dish will pay $4.76 in cash and issue 0.05953 shares for every share of Sprint. Post the acquisition, Sprint shareholders will hold 32% of Dish. Dish intends to fund the $17.3 billion cash portion of the transaction using $8.2 ... billion of its balance sheet cash and additional debt financing. As reported on May 14, 2013, Dish Network plans a debt offering to raise about $2.5 billion that will be used to fund the cash portion of the transaction. A bond offering managed by Barclays Plc, Jefferies Group LLC, Macqquaria Group Ltd. and Royal Bank of Canada helped Dish raise $2.6 million. The merger is subject to antitrust and other regulatory review, consummation of the financing and other customary closing conditions. DISH’s proposal will not require CFIUS regulatory review. The deal is expected to complete in fall of 2013. Sprint Nextel has set up a special committee comprising - Larry Glasscock, James Hance, Janet Hill, William Nuti and Rodney O’Neal - to evaluate Dish Network Corp’s offer. The proposed combination will result in synergies and growth opportunities estimated at $37 billion in net present value, including an estimated $11 billion in cost savings. As of May 6, 2013, Sprint Nextel received formal notification under the Hart-Scott-Rodino Antitrust Act to make HSR filings with the US Department of Justice and Federal Trade Commission. Barclays is acting as financial advisor to Dish. Citigroup, Inc. acted as financial advisor for Sprint Nextel. Merrill Lynch & Co., Inc. acted as financial advisor and Peter Lyons, Robert Katz, Robert Evans, Alan Goudiss, Sara Ricciardi, Rory O’Halloran, Nader Dabbo, Robert Bucella, Thad Pitney and Christopher Dana of Shearman & Sterling LLP acted as legal advisors to Sprint Nextel Corp.
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Dish Network Corp. (NasdaqGS:DISH) entered into a non-binding proposal to acquire Clearwire Corporation (NasdaqGS:CLWR) from a group of investors for $4.8 billion in cash on January 8, 2013. The group of investors include Comcast Corporation (NasdaqGS:CMCS.A), Time Warner Cable Inc. (NYSE:TWC), Bright House Networks, LLC, Intel Capital, Chesapeake Partners Master Fund Ltd., Chesapeake Partners Management Co., Inc., Chesapeake Partners, L.P., Crest Financial Limited, ... Glenview Capital Management, LLC, Highbridge Capital Management, LLC, Highside Capital Management, L.P., Mount Kellett Capital Management, Pioneer Floating Rate Trust, fund of Pioneer Investment Management, Inc., Sirios Capital Management, L.P. and other shareholders. Under the terms of the proposal Dish agreed to pay price of $3.3 per share in cash to Clearwire. In a related transaction, Dish Network entered into a non-binding proposal to acquire certain spectrum assets covering 11.4 billion MHz-POPs from Clearwire Corporation for $2.2 billion on January 8, 2013. DISH proposes to provide additional capital to fund a portion of Clearwire's network build-out through a credit facility for the purchase of exchangeable notes on substantially similar terms to those which Sprint has agreed to provide, subject to cancellation of the Sprint Nextel Corp. (NYSE:S) financing agreements. DISH has indicated that the proposal will be withdrawn if Clearwire draws on the financing under the Sprint financing agreements. Sprint has stated it would not vote in favor of the proposed transaction with DISH. The transaction is subject to numerous, material uncertainties and conditions, including the negotiation of multiple contractual arrangements being requested by DISH, regulatory approval, Dish acquiring no less than 25% of the fully-diluted shares of Clearwire, Dish being granted the right to designate Clearwire Board members commensurate with its pro forma ownership percentage, Dish receiving certain minority protections, including the right to approve material changes to Clearwire's organizational documents, change of control and material transactions with related parties (unless these transactions were approved by an independent committee of the Clearwire Board and, if over a certain threshold, supported by a written fairness opinion from a nationally recognized investment bank) and Dish receiving preemptive rights. In addition, the Dish Proposal would require Clearwire to terminate the note purchase agreement under which Sprint has agreed to provide interim financing to Clearwire and is conditional upon the consummation of the spectrum purchase and Clearwire being in compliance with the commercial agreement. On February 1, 2013, Clearwire announced that it had extended the deadline to sign an agreement with Dish Network to February 28, 2013. On May 10, 2013, Institutional Shareholder Services, a proxy group, recommended that Clearwire stockholders vote 'for' the proposed transaction with Sprint. The shareholders of Clearwire Corporation will meet on May 21, 2013, in Bellevue to vote on the acquisition offer from Sprint. Evercore Partners Inc. (NYSE:EVR) acted as financial advisor and Kirkland & Ellis LLP is acted as legal advisor to Clearwire. Centerview Partners LLC acted as financial advisor and Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A. acted as legal advisors to Clearwire's special committee. Dan Burch and Laurie Connell of MacKenzie Partners acted as information agents to Clearwire. Mike DiGioia and Jeremy Pemble of JLM Partners along with Joele Frank and Andy Brimmeracted of Joele Frank, Wilkinson Brimmer Katcher acted as public relation advisors to Clearwire. Credit Suisse (USA), Inc. acted as financial advisor for Intel Corporation.
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Dish Network Corp. (NasdaqGS:DISH) entered into a non-binding proposal to acquire certain spectrum assets covering 11.4 billion MHz-POPs from Clearwire Corporation (NasdaqGS:CLWR) for $2.2 billion on January 8, 2013. Dish would pre-fund the Spectrum purchase price within three business days of signing through a senior unsecured PIK debenture. At Dish's option, Clearwire would also 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 these spectrum assets. A special committee comprised of the Board of Clearwire would be evaluating the transaction. The transaction is subject to numerous, material uncertainties and conditions, including the negotiation of multiple contractual arrangements being requested by Dish and regulatory approval. Clearwire would be obligated to either apply the proceeds of the pre-funding to reduce outstanding long-term debt through the redemption or repurchase of the 2015 Senior Secured Notes and 2016 Senior Secured Notes of Clearwire Communications LLC or, in the event that a portion of the Network Build Financing described below is unavailable due to the failure to receive shareholder approval, to use an equivalent portion of the proceeds of the PIK Debenture to fund network build-out costs; in that case, any future make up draws on the Network Build Financing following shareholder approval would be applied to reduce debt. Evercore Partners Inc. (NYSE:EVR) acted as financial advisor and Kirkland & Ellis LLP is acted as legal advisor to Clearwire. Centerview Partners LLC acted as financial advisor and Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A. acted as legal advisors to Clearwire's special committee. Dan Burch and Laurie Connell of MacKenzie Partners acted as information agents to Clearwire. Mike DiGioia and Jeremy Pemble of JLM Partners along with Joele Frank and Andy Brimmeracted of Joele Frank, Wilkinson Brimmer Katcher acted as public relation advisors to Clearwire.
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