Notable Mergers and Acquisitions of the Day 01/09: (CLWR)/(DISH) (CCJ) (SMLP)

January 9, 2013 10:16 AM EST
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* After markets closed Tuesday, Clearwire (Nasdaq: CLWR) received an unsolicited, non-binding proposal) from DISH Network Corporation (Nasdaq: DISH). The DISH Proposal, as further summarized below, provides for DISH to purchase certain spectrum assets from Clearwire, enter into a commercial agreement with Clearwire, acquire up to all of Clearwire's common stock for $3.30 per share (subject to minimum ownership of at least 25% and granting of certain governance rights) and provide Clearwire with financing on specified terms.

The DISH Proposal is only a preliminary indication of interest and is subject to numerous, material uncertainties and conditions, including the negotiation of multiple contractual arrangements being requested by DISH (some of which, as currently proposed, may not be permitted under the terms of Clearwire's current legal and contractual obligations). It is also subject to regulatory approval.

As previously announced on December 17, 2012, Clearwire has entered into a definitive agreement with Sprint Nextel Corporation (NYSE: S) for Sprint to acquire the approximately 50 percent stake in Clearwire it does not already own for $2.97 per share. Clearwire's ability to enter into strategic transactions is significantly limited by its current contractual arrangements, including the Sprint Agreement and its existing Equityholders' Agreement.

The Special Committee of the Clearwire Board of Directors has determined that its fiduciary duties require it to engage with DISH to discuss, negotiate and/or provide information in connection with the DISH Proposal. The Special Committee has not made any determination to change its recommendation of the current Sprint transaction. Consistent with its obligations under the Sprint Agreement, Clearwire has provided Sprint with notice, and the material terms, of the DISH Proposal, and received a response from Sprint that is described below.

DISH had, prior to the announcement of the Sprint Agreement, provided Clearwire with a preliminary indication of interest solely with respect to acquiring certain of Clearwire's spectrum assets, on substantially the same pricing per MHz-POP as the spectrum purchase included in the DISH Proposal described below, and entering into a commercial agreement. Although Clearwire worked with DISH prior to the execution of the Sprint Agreement to improve the overall terms of that proposal, the Special Committee of the Clearwire Board determined that the Sprint transaction was, for a number of reasons, a more-attractive alternative for Clearwire's non-Sprint Class A stockholders than a transaction with DISH at that time and on the terms then-proposed by DISH.

* Cameco (NYSE: CCJ) announced today that it has obtained all required regulatory approvals and completed the acquisition of NUKEM Energy GmbH (NUKEM), one of the world's leading traders and brokers of nuclear fuel products and services.

Under the terms of the agreement, Cameco paid a total of EUR107 million ($140 million (US)) on closing to Advent International and other shareholders to acquire NUKEM. Cameco also assumed NUKEM's net debt which has been reduced to about EUR84 million ($111 million (US)) since the transaction was announced in May 2012.

Under the earn-out provisions in the agreement, Cameco will pay Advent a share of NUKEM's 2012 earnings. The earn-out payment will be calculated based on NUKEM's 2012 audited financial statements. An additional payment may be required in 2015 depending on results achieved in 2013 and 2014.

NUKEM has been involved in the nuclear energy industry for more than 50 years and has developed strong relationships with customers and suppliers involved in the fuel cycle. Key NUKEM personnel have committed to remain with the company and NUKEM will continue to operate as an independent entity

* Summit Midstream Partners, LP (Nasdaq: SMLP) is lower in early trading after announcing a large acquisition effort earlier.

According to a press release, Summit Midstream Partners, LLC, has executed a definitive agreement with affiliates of GSO Capital Partners LP and Bear Tracker Investments, LLC to acquire 100% of the equity interests of Bear Tracker Energy, LLC ("Bear Tracker") for $513 million. Bear Tracker is a privately held midstream energy company with assets currently in service and under development in the Williston Basin in North Dakota, which includes the Bakken shale and Three Forks formation, and in the Denver-Julesburg ("DJ") Basin in Colorado, which includes the Niobrara shale. The transaction is expected to close during the first quarter of 2013, subject to customary regulatory approvals, closing conditions and adjustments.

Bear Tracker owns, operates and is developing various natural gas gathering and processing assets along with crude oil and water gathering assets to serve its exploration and production customers in Mountrail, Burke, Williams and Divide counties in North Dakota and in Weld County, Colorado. Bear Tracker performs gathering, compression, treating, processing and marketing services under long-term, primarily fee-based, gathering agreements with some of the most active producers operating in the Williston and DJ Basins. Substantially all of these agreements include long-term acreage dedications and many contain long-term minimum volume commitments. The existing Bear Tracker contracts have an average remaining life of 11.5 years.

While Summit Investments may offer Summit Midstream Partners, LP the opportunity to acquire Red Rock Gathering Company and Bear Tracker Energy assets in the future, it has no obligation to do so, and Summit Midstream Partners, LP has no right or obligation to acquire those assets. Moreover, any sale of those assets from Summit Investments to Summit Midstream Partners, LP would be subject to approval of the conflicts committee of Summit Midstream Partners, LP.

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