A week after receiving an unsolicited $25.5 billion takeover bid from DISH Network, Sprint Nextel said Monday it has formed a special committee of independent directors to review and evaluate the proposal.
Shearman & Sterling is advising the special committee with a team led by New York–based M&A partners Peter Lyons and Robert Katz. The firm has previously advised underwriters on multiple Sprint high-yield notes offerings, including one in November valued at $2.28 billion.
The Sprint board said last week that it would consider the DISH offer, which it must weigh against the pending sale of a 70 percent stake in the company to Japanese Internet and telecommunications group SoftBank. Sprint agreed to sell the stake to SoftBank in October in a transaction valued at $20.1 billion. Two months later, Sprint decided to put the Japanese company’s capital injection to use by agreeing to a $2.1 billion deal under which it would acquire the 49 percent stake in Clearwire it does not already own.
DISH first muddled the transaction picture for Sprint in January by making its own $3.30 per share bid for Clearwire—the seventh-largest cellular network in the United States. Englewood, Colorado–based DISH said last week that while it has not withdrawn its offer for Clearwire, it will honor the terms of the agreement between that company and Sprint. (Further complicating matters, Verizon Wireless confirmed last week that it has put in a bid of its own to buy a sizable chunk of Clearwire’s wireless spectrum, according to Reuters, though the value of that bid is unclear.)
DISH issued a statement Monday saying it is pleased that Sprint’s board has formed a special committee to look into the takeover bid and offering to meet with the Sprint board and other representatives "to discuss our plans and our willingness to commit to financing."
As The Am Law Daily has previously reported, DISH has so far relied on its in-house attorneys in its pursuit of Sprint. A Skadden, Arps, Slate, Meagher & Flom team is advising Sprint on the DISH proposal, as well as on the pending deals with SoftBank and Clearwire. (A King & Spalding team was also providing advice to Sprint on the Clearwire agreement.) Morrison & Foerster has been representing SoftBank on its pending purchase of the Sprint stake, according to sibling publication The Asian Lawyer. For its part, Clearwire has relied on Kirkland & Ellis and Davis Wright Tremaine for counsel on the bids from Sprint and DISH, while Simpson Thacher & Bartlett and Delaware firm Richards, Layton & Finger are representing a special committee of Clearwire’s board.