When Sprint Nextel Corp. (NYSE: S) made its $2.1 billion offer yesterday for Clearwire Corp. (NASDAQ: CLWR), it was inevitable that some shareholders would object to the $2.90 per share bid as being too low. Investors shared that feeling apparently, bidding Clearwire shares to $3.18 before closing at $3.16.

Today the first formal objection to the bid was lodged by Mount Kellet Capital Management, which said that Clearwire’s wireless spectrum ownership and other assets were worth up to $6.30 a share. MarketWatch cites Mount Kellet’s letter:

To sell the company to Sprint at a $2.90 per share valuation would be an absolute outrage and, in our view, a clear breach of the board’s fiduciary duties to the public stockholder. Clearwire has enormous long-term value, and we will oppose any transaction that prevents the public stockholders from having their fair share of that upside.

Mount Kellet owns approximately 3.6% of Clearwire’s outstanding shares, and the firm could have a point. Clearwire owns licenses to 133 MHz of wireless spectrum, which combined with Sprint’s 53 MHz, give the potentially combined company more than double the spectrum holdings of either Verizon Communications Inc. (NYSE: VZ) or AT&T Inc. (NYSE: T), and more than four times the spectrum holdings of T-Mobile USA.

In a recently completed spectrum acquisition, Verizon paid $3.9 billion for 122 spectrum licenses, or about $0.69 per MHz POP, which is defined as the product derived from
multiplying the number of megahertz associated with a license by the population of the
license’s service area. Sprint’s offer for Clearwire comes in around $0.25 per MHz POP, which Mount Kellet thinks well below its $0.38 per MHz POP value. If the investment firm is right, that adds up to a total value for Clearwire of $6 to $9 billion.

Clearwire also has about $4 billion in debt, which Sprint would assume, bringing its offer to the low end of Mount Kellet’s stated range. The other thing that argues for a lower price is that not all spectrum is created equal, and, for a variety of technical reasons, Clearwire’s spectrum is worth less than the lower frequency bands owned by Verizon and AT&T.

Softbank, which is acquiring majority control of Sprint has also reportedly put a cap of $2.97 a share on what Sprint can pay for Clearwire. That’s the price Craig McCaw received for a block of stock he sold to Sprint. That doesn’t give Sprint much room to maneuver.

Clearwire’s shares are down about 0.8% today at $3.14 in a 52-week range of $0.83 to $3.18. Company shareholders who want more should keep that 52-week low in mind.

Paul Ausick

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