sprint

The Delaware Supreme Court on Monday upheld a Delaware Court of Chancery ruling that found Sprint Corp.'s $3.6 billion acquisition of telecommunications firm Clearwire Corp. in 2013 had valued Clearwire at more than twice what it was actually worth.

A full panel of the high court signed off on Vice Chancellor J. Travis Laster's decision last July, which dealt a loss to Clearwire investor Aurelius Capital Management.

Aurelius, a New York-based hedge fund, sued over the deal in 2016, saying the $5 per share merger had undervalued its shares by as much as $11 and accusing Sprint, which owned a majority stake in Clearwire, of using its influence to force the company's investors to approve the deal at a discounted price. Sprint, Aurelius alleged in court documents, was aided in those efforts by the Japanese telecommunications giant SoftBank Corp., amid a bid to break into the U.S. cellphone market.

In a 97-page post-trial opinion, Laster extinguished Aurelius' claim for breaches of fiduciary duty against Sprint and aiding and abetting against SoftBank, despite some unfair dealing between the two companies “early in the process.”

Laster said it was the eventual involvement of Dish Network Corp. that created a bidding war and drove up the deal price. Laster's ruling set Clearwire's fair value at just $2.13, a 57 percent discount from the market price.

“The resulting competition between Dish and Sprint led to the $5.00 per share merger consideration, independent of the earlier acts of unfair dealing by Sprint and SoftBank,” Laster wrote at the time.

“Aurelius did not prove its more aggressive valuation contentions.”

On appeal, Aurelius called the decision “unprecedented,” saying the Chancery Court had never approved a comparable discount of more than 50 percent in an appraisal case.

Laster, Aurelius said, had based his appraisal ruling on the “legally unsupportable” notion that, had the deal with Clearwire not gone through, Sprint would have tightened its financial grip on the company, diluting shareholders and keeping the firm barely solvent until Sprint could acquire it later at a lower price.

“That despotic notion, a pillar of the court's appraisal ruling, flies in the face of Delaware law,” Aurelius' attorneys said in a brief to the Supreme Court.

The two-sentence order from the high court on Monday affirmed Laster on the basis of his July ruling, but did not expand on the reasons behind the decisions. The case was argued in Dover on April 18.

Sprint, in a brief statement, said the company was “pleased with the court's decision, which recognized that Clearwire shareholders received a significant premium over the fair market value of their shares and were treated properly in the transaction.”

Attorneys for Aurelius did not respond Tuesday to calls seeking comment on the case.

Aurelius was represented by Stephen E. Jenkins and Marie M. Degnan of Ashby & Geddes in Wilmington and Lawrence S. Robbins, Kathryn S. Zecca, Ariel N. Lavinbuk, William J. Trunk, Joshua S. Bolian, Shai D. Bronshtein and Peter B. Siegal of Robbins, Russell, Englert, Orseck, Untereiner & Sauber in Washington, D.C.

Clearwire and Sprint were represented by Robert S. Saunders, Jennifer C. Voss and Ronald N. Brown in Skadden, Arps, Slate, Meagher & Flom's Wilmington office.

The case was captioned ACP Master v. Sprint.