Dish Network Corp. (NasdaqGS:DISH) entered into a non-binding proposal to acquire Clearwire Corporation (NasdaqGS:CLWR) from a group of investors for $4.8 billion in cash on December 28, 2012. The group of investors include Comcast Corporation (NasdaqGS:CMCS.A), Time Warner Cable Inc. (NYSE:TWC), Bright House Networks, LLC, Intel Capital, Chesapeake Partners Master Fund Ltd., Chesapeake Partners Management Co., Inc., Chesapeake Partners, L.P., Crest Financial Limited, Glenview Capital Management, LLC, Highbridge Capital Management, LLC, Highside Capital Management, L.P., Mount Kellett Capital Management, Pioneer Floating Rate Trust, fund of Pioneer Investment Management, Inc., Sirios Capital Management, L.P. and other shareholders. Under the terms of the proposal Dish agreed to pay price of $3.3 per share in cash to Clearwire. In a related transaction, Dish Network entered into a non-binding proposal to acquire certain spectrum assets covering 11.4 billion MHz-POPs from Clearwire Corporation for $2.2 billion on January 8, 2013. DISH proposes to provide additional capital to fund a portion of Clearwire's network build-out through a credit facility for the purchase of exchangeable notes on substantially similar terms to those which Sprint has agreed to provide, subject to cancellation of the Sprint Nextel Corp. (NYSE:S) financing agreements. DISH has indicated that the proposal will be withdrawn if Clearwire draws on the financing under the Sprint financing agreements. Sprint has stated it would not vote in favor of the proposed transaction with DISH.

On May 10, 2013, Institutional Shareholder Services, a proxy group, recommended that Clearwire stockholders vote 'for' the proposed transaction with Sprint. The shareholders of Clearwire Corporation will meet on May 21, 2013, in Bellevue to vote on the acquisition offer from Sprint. As of May 21, 2013, Sprint Nextel Corporation revised its offer per share to $3.4 per share. Dish Network Corp. (NasdaqGS:DISH) entered into a non-binding proposal to acquire Clearwire Corporation (NasdaqGS:CLWR) from a group of investors for $6.5 billion in cash on May 29, 2013. Under the terms of agreement, Dish Network revised the offer per share offered for Clearwire from $3.3 per share to $4.4 per share in cash. As on May 30, 2013, Clearwire Corporation has postponed stockholders vote and DISH Network announced commencement of tender offer.

The transaction is subject to numerous, material uncertainties and conditions, including the negotiation of multiple contractual arrangements being requested by DISH, termination of Sprint competing agreement, execution of note purchase agreement, Federal Communications Commission approval, regulatory approval, Dish acquiring no less than 25% of the fully-diluted shares of Clearwire, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, Dish being granted the right to designate Clearwire Board members commensurate with its pro forma ownership percentage, Dish receiving certain minority protections, including the right to approve material changes to Clearwire's organizational documents, change of control and material transactions with related parties (unless these transactions were approved by an independent committee of the Clearwire Board and, if over a certain threshold, supported by a written fairness opinion from a nationally recognized investment bank) and Dish receiving preemptive rights. In addition, the Dish Proposal would require Clearwire to terminate the note purchase agreement under which Sprint has agreed to provide interim financing to Clearwire and is conditional upon the consummation of the spectrum purchase and Clearwire being in compliance with the commercial agreement. On February 1, 2013, Clearwire announced that it had extended the deadline to sign an agreement with Dish Network to February 28, 2013.

As on June 11, 2013, approximately 245,411 shares of common stock of Clearwire were validly tendered and not validly withdrawn from the tender offer. As on June 12, 2013, Board of Directors of Clearwire, based on the unanimous recommendation of the Special Committee, unanimously recommended that stockholders accept and tender into Dish's offer. The Dish tender offer has been amended and will expire on July 2, 2013, unless extended or terminated. Institutional Shareholder Services recommended, that shareholders accept tender offer from Dish Network Corp. As of June 14, 2013, DISH Network announced the expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act.

Evercore Partners Inc. (NYSE:EVR) acted as financial advisor and Kirkland & Ellis LLP is acted as legal advisor to Clearwire. Centerview Partners LLC acted as financial advisor and Rob Spatt, Marni Lerner, Ariel Oxman, Leah Shen, Joe McLaughlin, David Tejtel and Marissa Wesely of Simpson Thacher & Bartlett LLP and C. Stephen Bigler, Donald A. Bussard, Raymond DiCamillo and Rudolf Koch of Richards, Layton & Finger, P.A. acted as legal advisors to Clearwire's special committee. Dan Burch and Laurie Connell of MacKenzie Partners acted as information agents to Clearwire. Mike DiGioia and Jeremy Pemble of JLM Partners along with Joele Frank and Andy Brimmeracted of Joele Frank, Wilkinson Brimmer Katcher acted as public relation advisors to Clearwire. Colbent Corporation acted as the depository for the offer. Blackstone Advisory Partners L.P. acted as advisor for Clearwire on restructuring matters. Sullivan & Cromwell LLP acted as the legal advisor, Innisfree M&A Incorporated acted as the information agent, Jefferies LLC acted as the dealer-manager and The Colbent Corporation acted as the depository for Dish Network Corp.