It's interesting that if Sprint purchases CLWR shares at any point from Oct 17, 2012 to Oct 17, 2015 for an amount about 2.97, McCaw will get a "Make Whole Payment". So if Sprint purchases CLWR shares in 6 months for $3.97 a share, McCaw will get another $1 in payment for the shares he is selling.
So, this tells me that McCaw did NOT sell his shares thinking they were valued at $2.97, but rather Sprint convinced him that this was in his best interest for the moment versus some other alternative. McCaw basically hands over the Veto keys to Sprint but keeps his econcomic upside for when Sprint is in a better position to potentially makes a higher offer... maybe after the Softbank transaction is completed.
... the fact that softbank want's control but sprint has precious little cash "now" to make that happen in more than a "token" way.
Once the softbank deal is completed, sprint will have an $8 billion infusion and softbank will still covet clearwire's spectrum.
It's also possible that softbank itself could acquire shares once the company is certain that the sprint deal passes regulatory muster.
I've been looking for the "sweetner" that typically accompanies actions like this...
... and you may have found a pretty fragrant trail here, Mr. Bloodhound.
It tells me that McCaw was willing to risk getting only $3 per share in belief that the odds of the Sprint/Softbank merger resulting in a higher buyout price would be worth giving up control.
It also fits reports that Sprint had to obtain control over governance as a condition of the deal and because of when it was initiated fell under the existing agreements statement by Hesse. Just gotta love the games they play.
And this action was not necessarily to prevent a positive strategic partnership between Clearwire and Dish or AT&T.