A month after shaking up the telecommunications industry by making a $25.5 billion bid to acquire Sprint Nextel, DISH Network is creating capital in the hope that a deal can be struck.
Englewood, Colorado–based DISH announced Tuesday a $2.5 billion debt offering by one of its subsidiaries meant to finance part of the $17.3 billion cash portion of DISH’s standing offer for the nation’s third-largest telecommunications company. Sullivan & Cromwell corporate partner Scott Miller is advising DISH on the debt offering.
When The Am Law Daily first reported on DISH’s offer for Sprint last month, the company was relying on its in-house legal team. Now, according to sources close to the transaction, a team led by White & Case M&A partner Daniel Dufner has been brought in to provide DISH with legal advice. DISH’s general counsel is R. Stanton Dodge.
As The Am Law Daily has previously reported, DISH’s offer threw a wrench in Sprint’s plans to sell a 70 percent stake to Japanese Internet and telecommunications giant SoftBank, an agreement the two companies reached in October. SoftBank’s $20.1 billion offer for the Sprint stake valued the Overland Park, Kansas–based company 13 percent lower than the DISH offer, but Sprint had also planned to use $2.1 billion of the cash infusion from SoftBank to buy the remaining 49 percent stake in cellular network Clearwire that Sprint does not already own. That deal would value Clearwire at $2.97 per share.
Sprint reached its agreement with Clearwire in December, but DISH swooped in the following month with its own $3.30 per share bid for Clearwire, which holds the rights to valuable wireless spectrum. (Clearwire’s closing price Wednesday was $3.20.) DISH has not withdrawn its offer for Clearwire, but the company said last month that it would honor the terms of the agreement between Sprint and Clearwire should its own deal for Sprint go through. (Further complicating things, Verizon Wireless has reportedly shown interest in buying some of Clearwire’s leases for wireless spectrum.)
In announcing the debt offering, DISH also released a statement on Tuesday saying the company has "had multiple meetings and communications" with a special committee of Sprint’s board and executives from the target company.
Shearman & Sterling is advising Sprint’s special committee with a team that includes New York–based M&A partners Peter Lyons and Robert Katz, as well as capital markets partner Robert Evans, litigation partner Alan Goudiss, and litigation counsel Sara Ricciardi. Associates on the matter are Robert Bucella, Nader Dabbo, Christopher Dana, Rory O’Halloran, and Thad Pitney.
Willkie Farr & Gallagher M&A cochair Steven Seidman and litigation partner Tariq Mundiya are representing Bank of America Merrill Lynch in its role as financial adviser to Sprint’s special committee. As The Am Law Daily has reported, Skadden, Arps, Slate, Meagher & Flom is advising Sprint in connection with the DISH offer and the agreement with SoftBank, as well as the deal to acquire the remaining stake in Clearwire. (A King & Spalding team had also been providing advice on the Clearwire agreement.)
Sprint shareholders will vote on the SoftBank deal at a June 12 shareholder meeting, while Clearwire shareholders—excluding Sprint—will hold their own vote at a meeting set for May 21.