Dish Won't Petition FCC On Sprint, Softbank; Cites Clearwire Talks
10:53a ET January 29, 2013 (Dow Jones)
Dish Won't Petition FCC On Sprint, Softbank; Cites Clearwire Talks
By Thomas Gryta
Dish Network Corp. (DISH) won't file an official opposition in the regulatory review of Softbank Corp.'s (9984.TO) plans to buy a 70% stake in Sprint Nextel Corp. (S) for $20 billion, citing its own ongoing discussions acquire Clearwire Corp. (CLWR).
Sprint owns the majority of Clearwire and has agreed to buy the remaining stake, but Dish proposed a higher offer earlier this month that is being reviewed by Clearwire's board. Dish had previously pushed the FCC to extend the time for parties to file a so-called petition to deny, which the regulator moved to Jan. 28 from a previous deadline of Jan. 4.
In a letter to the FCC Monday, Dish notified the commission of its intention to not file a petition to deny approval of the deal, "due, among other things, to the uncertainty surrounding the ownership of Clearwire and Dish's continued negotiations with the Special Committee of Clearwire's Board of Directors to acquire the company or certain assets of the company."
Earlier this month, Dish proposed a $3.30-a-share offer for Clearwire, above Sprint's agreement to pay $2.97 a share. Shares of Clearwire recently traded down 3% at $3.27, implying that investors expect an even higher deal.
In its letter Monday, Dish said it will participate in the "reply round" of the review, where it can submit comments on the deal to the commission.
Dish has previously asked the FCC to halt the regulatory-review "shot clock" for Softbank's acquisition of the Sprint stake, citing the uncertainty about the future of Clearwire. Sprint has opposed that halt, calling it "an effort to manipulate the Commission's processes to gain leverage in an attempted corporate takeover."
The FCC's informal review clock is a countdown of its goal to complete reviews within 180 days of public notice. It has the power to halt the clock, which currently stands at day 59.
Several Clearwire shareholders have publicly opposed Sprint's offer, including suing to block the deal, alleging that Sprint used its leverage as majority shareholder to secure a lower price and that Clearwire's board didn't conduct a complete deal-evaluation process.
A special committee of Clearwire's board is evaluating the Dish offer.
Sprint owns 50.45% of Clearwire and has called Dish's offer "illusory," insisting it won't let it happen.
Sprint needs a majority of the non-Sprint shareholders to approve the takeover. It has secured the support of Comcast Corp. (CMCSA, CMCSK), Intel Corp. (INTC) and Bright House Networks LLC, who collectively own about 13% of Clearwire's voting shares, meaning it needs an additional 13% to clear the deal.