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Clearwire-Sprint WiMax Merger: Few Hurdles Left Until Closing; Termination Fees Are High

By Tricia Duryee - Mon 19 May 2008 04:13 PM PST

About a dozen documents were filed with the SEC today by parties involved in the Clearwire-Sprint (NYSE: S) WiMax merger, making the complicated deal—worth about $14 billion—look a lot more official now that it’s in black-and-white with the governing regulatory agency. The documents lay out exactly how much each company will own once the new Clearwire (NSDQ: CLWR) is formed: Sprint will be the largest shareholder at 51 percent; the existing Clearwire shareholders will own about 27 percent; and Comcast (NSDQ: CMCSA), Time Warner (NYSE: TWX) Cable, Bright House, Google (NSDQ: GOOG) and Intel will collectively receive about 22 percent. Many skeptics have wondered if this deal will fall apart like the letter of intent, signed by Clearwire and Sprint, last year. However, all the parties involved say this deal is different. That seems to be consistent with a document filed today, which outline few hurdles left to get the deal closed and at the same time imposes tough penalties for backing out.

Closing conditions: Of course, the deal is still subject to various closing conditions, including: approvals by Clearwire’s shareholders, the FCC and Hart-Scott-Rodino. The companies in the deal are also expecting certain levels of committment. Sprint must continue to build-out its WiMax network to cover a minimum number of people, and there can be no adverse changes to either Clearwire’s or Sprint’s assets. Pending these conditions, the transaction is expected to close during the fourth quarter.

Termination rights: The Transaction Agreement contains certain termination rights for the Issuer (Clearwire), Sprint, Comcast, TWC (Time Warner), BHN (Bright House), Google and Intel (NSDQ: INTC). That includes Clearwire’s right to terminate the agreement under certain circumstances, including a superior proposal. Still, under those circumstances, Clearwire would be required to pay Sprint $60 million. Given the number of parties involved in this deal, realistically what company will offer a superior offer at this rate, plus the $60 million penalty? 

Posted in: Companies, Operators, SprintNextel, Legal, Technologies, WiMax

Tags: clearwire,


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