Could DISH Network's (NASDAQ:DISH) counteroffer to Sprint Nextel's (NYSE:S) offer to buy Clearwire (NASDAQ: CLWR) actually succeed? It seems like a long shot because of the strings attached to DISH's tender, but it could still affect what Sprint will need to pay.
On its surface, DISH's $3.30 a share bid seems superior to Sprint's $2.97 offer, and several of Clearwire's minority shareholders are using DISH's bid as clear evidence that Sprint's price falls way short.
Clearwire shareholders Mount Kellett Capital Management, which holds a 7.3% stake, and Crest Financial, which holds 8.3%, have already complained to the Federal Communications Commission about Sprint's offer, and Bloomberg is reporting that Taran Asset Management, holder of a 0.4% stake, will also file a complaint. In addition, Bloomberg cites a person with knowledge of the situation saying Glenview Capital Management, which owns 4% of the Class A common stock, also plans to reject the Sprint offer.
Clearwire's board of directors have already approved the sale to Sprint, which already owns all of Clearwire's voting Class B shares. But a majority of the Class A shareholders also have to approve the transaction. The four investors mentioned above together control only about 20% of those shares, but the clamor they are causing may persuade more holdouts.
But there's less to DISH's non-binding offer than the share price. The conditions DISH wants Clearwire to make may be too much to swallow -- at least for Clearwire's board. For one thing, DISH wants to be able to buy some of Clearwire's valuable spectrum. For another, it wants Clearwire to help finance the deal.
However, if all DISH wanted to do is to instigate shareholder unrest in order to make Sprint pay more for Clearwire, it may have already succeeded. A higher price tag may force Sprint into selling off some of the spectrum it will get with the Clearwire deal, and if so, DISH may just be there ready to buy it.