The everyday effect of most deals is hard to measure, but here’s a prediction about the $14.5 billion merger of Clearwire Corporation and Sprint Nextel Corporation’s WiMax businesses, which Joshua Korff, representing Clearwire, helped close in the toughest deal climate in memory: Americans will drink less coffee.
Here’s how we figure it: WiMax, or high-speed broadband (also called 4G), allows wireless transmission of data over miles, a huge boost over current technology that limits wireless range to 100 feet or so from the transmission point. The deal combines the wireless businesses of the two companies, which had previously staked out mostly different corners of the U.S. market, into a new publicly traded company with the Clearwire name. It will take a few years, at least, before wireless broadband is in widespread use, but once the network is built out, it should free users from the tyranny of the coffee shop and allow urban users high-speed wireless access from almost anywhere.
This was no simple transaction. In addition to Clearwire and Sprint, five major technology companies, including Google Inc., Intel Corporation, and Cablevision Systems Corporation, agreed to invest $3.2 billion into the new venture in exchange for certain commercial licenses.
In addition, Korff played a key role in restructuring Clearwire’s credit facility as the deal world fell apart. When the deal was announced in May, Clearwire already had a $1.2 billion credit facility with several lenders, mostly hedge funds. Under the terms of that credit, the deal required lender consent. Korff says Clearwire assumed that it would have to pay a bit higher interest rate and pledge more money to the lenders to keep the loan. But that was before the credit markets disintegrated. Negotiations stalled, he says, and then grew “prickly” as the months progressed. Lenders were looking for Clearwire to put up as much as $300 million in additional capital.
Meanwhile, the five investing companies were applying pressure from the other side. The more Clearwire gave up, they felt, the less fiscally sound the new company would be. Korff’s nifty bit of deal engineering was to help convince Sprint to pledge $200 million to subordinate Clearwire’s loan. That allowed Clearwire to put up just $50 million more, and pay a slightly higher interest rate. The investors were mollified, and the lenders signed off just days before the deal was to close, in November.
With so many tech giants in its corner, WiMax could be the future. Starbucks, beware.
See all 25 of our Dealmakers of the Year, from the April 2009 issue of The American Lawyer.