People walk past a Sprint store in New York December 17, 2012.

NEW YORK | Fri Jan 18, 2013 4:17pm EST

NEW YORK (Reuters) - Investors holding 29 percent of the outstanding minority shares of Clearwire Corp (CLWR.O) are unhappy with Sprint's $2.2 billion bid for the wireless service provider and are pushing for a higher offer.

Sprint, the No. 3 U.S. mobile service provider, announced on December 17 an agreement to acquire the outstanding shares of Clearwire it doesn't already own for $2.97 per share. While Sprint holds a more than 50 percent stake in Clearwire, the deal requires approval from holders of just over 50 percent of Clearwire's minority shares.

Securing that approval is looking increasingly tenuous, however.

Investors collectively owning almost 211 million shares of Clearwire - roughly 29 percent of its minority shares - told Reuters they do not think Sprint's bid is high enough and that they would not be happy casting their votes for the deal.

Crest Financial, which owns about 8 percent of Clearwire's minority shares, immediately sued to block the deal, for example. Crest's argument, echoed by other investors, is that Clearwire is worth a lot more than $2.97 per share as it has valuable wireless spectrum that would be crucial for Sprint.

While the 29 percent alone would not be enough to vote down the deal, its underscores the growing disenchantment Clearwire's minority shareholders have with Sprint's offer. Reuters was not able to reach all Clearwire shareholders.

For the deal to go through, Sprint needs approval from investors holding more than 362 million shares out of the roughly 725.89 million total minority shares outstanding. Share figures are based on the latest publicly available information.

Sprint said in December that it had support from three strategic investors - Comcast Corp (CMCSA.O), Intel Corp (INTC.O), and Bright House Networks LLC - who collectively own about 125.4 million Clearwire shares.

Excluding the almost 211 million votes from the investors Reuters spoke to and the 125.4 million shares supporting the deal, investors with about 389.8 million outstanding Clearwire shares have not disclosed if they will approve the deal or force Sprint to revise its offer.

HIGHER DISH OFFER

Dish Network (DISH.O), controlled by mercurial billionaire Charlie Ergen, made a $3.30 per share counter-offer for Clearwire on January 8, putting further pressure on Sprint to raise its bid. Clearwire's board is reviewing the Dish bid but said that the proposed deal may not be permitted because of Clearwire's existing legal obligations to Sprint.

However, the Dish bid has convinced many of Clearwire's minority shareholders that enough discontent exists to potentially block Sprint's bid.

"Sprint can't get 50 percent of those shares. They've no way to get them," said Chris Gleason, a managing partner at Taran Asset Management, which owns about 3 million Clearwire shares.

Mount Kellett, an investment firm with about 7.3 percent of Clearwire's minority shares, said Dish's offer is proof Sprint's bid is "grossly inadequate." Mount Kellett also said it is likely to be voted down and accused Clearwire's board of breaching its fiduciary duties for accepting the bid.

Another investment manager whose firm's holdings include Clearwire shares said the Dish offer was a turning point.

"If somebody was on the fence about saying no to Sprint, they're not on the fence any more," said the investment manager who asked not to be named due to their firm's policy on media comments.

"Anybody who thinks $2.97 is a full and fair value has already exited," said the person, referring to the fact that Clearwire shares have traded well above Sprint's offer price since Dish announced its bid. Clearwire shares were up 6 percent above Sprint's offer price at $3.16 on Friday.

This person described the $2.97 offer as "dead on arrival."

Sprint, which has agreed to sell a 70 percent of its own shares to Japan's Softbank Corp (9984.T), has said that it believes its Clearwire bid is superior to Dish's offer.

Sprint argues that the Dish deal is not viable because it comes with conditions Clearwire could not accept.

While Sprint said in December that it had commitments from Intel, Comcast, and Bright House, it is worth noting that those companies have not updated their position since the Dish offer and declined to comment for this story.

(Reporting By Sinead Carew; Editing by Peter Lauria, Bernard Orr)

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1 of 6. People walk in front of a logo of Softbank Corp at its branch in Tokyo, in this file picture taken March 2, 2011. Japan's Softbank Corp said on October 12, 2012 that it is in talks with Sprint Nextel Corp about investing in the U.S. telecoms firm, but nothing has been decided.

NEW YORK/TOKYO | Sun Oct 14, 2012 11:13pm EDT

NEW YORK/TOKYO (Reuters) - Japanese mobile operator Softbank Corp is near a $20 billion deal to acquire control of U.S. carrier Sprint Nextel Corp, sources familiar with the matter said, as the firm led by billionaire Masayoshi Son seeks a foothold in the U.S. market.

A deal, which the sources said could be announced as early as Monday, would be Japan's biggest overseas buy, and would also give Sprint ammunition to potentially acquire peers and build out its 4G network to compete better in a U.S. wireless market dominated by AT&T and Verizon.

Softbank shares tumbled more than 7 percent early on Monday, and have lost more than a fifth of their value since news first broke of the firm's interest in Sprint. Investors are concerned that Son, who has a reputation for taking risks, may be offering too much.

Under the deal taking shape, the sources said Softbank would buy some $12 billion worth of Sprint shares and spend another $8 billion on new Sprint securities. The Japanese firm would initially buy $3 billion of bonds convertible into Sprint stock at $5.25 a share, the Wall Street Journal reported, citing people familiar with the matter. It would also buy $5 billion in stock directly from Sprint, and offer $7.30 a share for stock it buys in the public markets. Sprint closed on Friday at $5.73.

Sprint, led by CEO Dan Hesse, has net debt of about $15 billion, while Softbank has net debt of about $10 billion. Adding the $2 billion of net debt of eAccess Ltd, which Softbank recently agreed to buy, would raise "post-deal gearing levels to unacceptable heights", Societe Generale said in a client note on Friday.

"It's the same (market) reaction as when Softbank said it was going to buy Vodafone a few years ago. Everyone came out and said it was far too expensive," said Fumiyuki Nakanishi, general manager of investment and research at SMBC Friend Securities.

Softbank acquired Vodafone's Japan unit for $15.5 billion in a landmark deal in 2006 that propelled the firm into the mobile carrier business.

CLEAR FOR CLEARWIRE

Sprint confirmed on Thursday it was in talks with Softbank about an investment that could involve a change in control. If Softbank takes a 70 percent stake of Sprint for $20 billion, that would imply the No. 3 U.S. wireless company was worth about $28.6 billion, some two-thirds greater than its market capitalization at Friday's close.

On Friday, Standard & Poor's put its "BBB" long-term rating on Softbank on 'credit watch with negative implications', saying the deal "may undermine Softbank's financial risk profile" and would pressure its free operating cash flow for at least the next few years.

A tie-up between Sprint and Softbank could see the U.S. firm use some of the proceeds to buy the part of Clearwire Corp it doesn't already own, given that company's attractive spectrum assets, analysts and investors have said. Clearwire stock soared on Friday.

An alliance with Sprint could also give Softbank leverage when dealing with Apple Inc, helping bolster its domestic position against KDDI Corp, which also now offers the iPhone in Japan, and market leader NTT Docomo, which is yet to offer the Apple smartphone.

A Tokyo-based Softbank spokesman reiterated on Monday that the company was in talks about making an investment in Sprint, but no agreement had been reached. Sprint representatives were not immediately available to comment, and a Clearwire spokesman declined to comment. CNBC's David Faber reported the news earlier on Sunday.

Softbank is in talks with Japan's leading banks - Mizuho Financial Group Inc, Sumitomo Mitsui Financial Group and Mitsubishi UFJ Financial Group - to borrow up to $23 billion for a deal, people familiar with the matter told Reuters on Friday.

The banks involved in the syndicated loan could provide a commitment letter as soon as this week, the sources said.

A deal for Sprint at around the levels mentioned by sources - and including a follow-on deal for MetroPCS - would lift the tally of outbound deals by Japanese firms to a record $80 billion this year, Thomson Reuters data shows, underscoring a strong appetite for overseas assets seemingly unaffected by signs of slowing global growth.

SECOND STEP

With Sprint in hand, Softbank may also look to acquire smaller U.S. carrier MetroPCS Communications, Japanese media have reported. Sprint has had a long interest in MetroPCS, which earlier this month agreed to merge with T-Mobile USA, part of Deutsche Telekom AG.

A takeover of Sprint would require approval from U.S. regulators, including the Justice Department and the Federal Communications Commission. Given the importance of telecommunications to U.S. national security, any deal would also likely warrant a review by the inter-agency Committee on Foreign Investment in the United States, according to one Washington-based attorney who advises on mergers and acquisitions

The attorney said that Japan's status as a close U.S. ally would help Softbank win approval for the deal.

($1 = 78.3550 Japanese yen)

(Additional reporting by Sophie Knight, James Topham and Andrea Shalal-Esa.; Editing by Gunna Dickson and Ian Geoghegan)

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