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May 31, 2013

More Uncertainty about Sprint

By Gary Kim, Contributing Editor

With the latest Dish Network bid for Clearwire (News - Alert), one has to begin asking how the rival SoftBank and Dish Network bids ultimately will work out for Sprint, at least in part because protracted periods of ownership uncertainty tend to be bad for any business so affected.

The last-minute Dish Network boost in its per-share price for Clearwire has had the intended effect of delaying a shareholder vote most expected Sprint (News - Alert) to win on June 2, 2013.

But that has to raise new questions.

Would SoftBank walk away, leaving Dish the only bidder for Clearwire and Sprint? 

Will Dish Network gain any leverage over Sprint, even if it loses both bids? Is there any feasible way for Dish Network and SoftBank to partner?

And even if some viable partnership agreement can be reached, does anybody really believe two dominant CEOs can work together in a partnership? One might argue SoftBank CEO Maysaoshi Son does have such experience. But there would be no precedent for Charlie Ergen taking a back seat to anybody.

And as prices spiral higher, will debt loads become an issue? SoftBank shareholders already are nervous about higher debt SoftBank will acquire if it wins Sprint and Clearwire. Dish Network will face similar concerns if it wins.

And any victor still would have the daunting challenge of rebuilding Sprint’s capabilities to take on Verizon Wireless (News - Alert) and AT&T.

Sprint and SoftBank reached a deal in October 2012 whereby SoftBank would pay $20.1 billion for 70 percent of Sprint. Sprint then made an offer to buy the remaining half of Clearwire it didn’t already own, a move SoftBank viewed as important.

Then Dish jumped into the fray. But SoftBank probably has limited ability, and certainly limited desire, to increase its bid for either Clearwire or Sprint.

Maybe SoftBank will walk away, leaving Dish Network the only bidder.

To be sure, some argue Dish Network would offer more synergies than SoftBank, in any case. And a Dish-owned Sprint would likely wind up being more of a niche video provider than under SoftBank leadership.

The latest Dish Network offer values Clearwire at $6.9 billion.

Dish's bid of $4.40 in cash per share is 29 percent higher than Sprint's bid of $3.40 per share, and up from Dish’s previous offer of $3.30 per share.

The gambit is part of a larger effort, as both Dish Network and SoftBank also are bidding to acquire a stake in Sprint. For SoftBank, a controlling stake is sought. Dish Network seems to be looking only at a stake big enough to give its leverage over Sprint, as Dish searches for a way to acquire an operating partner for its proposed Long Term Evolution network.

In many ways, the offers and counteroffers from Dish Network are more about leverage than any absolute need to win the assets. Even if Dish Network were to win a minority stake in Clearwire, Sprint would continue to control the majority of the shares, and Sprint furthermore has said it will not sell its stake in Clearwire.

In other words, a successful Dish Network bid to gain a minority stake in Clearwire would not have a path to full control. But that stake would increase Dish Network’s potential leverage over Sprint, which Dish Network has approached as an operating partner.

All of this points to leverage as the fallback for Dish Network, even if control cannot be won. Some might argue Sprint will be damaged, one way or the other, no matter the outcome. Protracted periods of ownership instability, and higher levels of debt, can do that.




Edited by Alisen Downey
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