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T-Mobile - Sprint Merger Final

Merger Agreement Completed

April 1, 2020 Bellevue, Washington and Overland Park, Kansas –

T-Mobile US Inc. (NASDAQ: TMUS) announced today that it has officially completed its merger with Sprint Corporation to create the New T-Mobile, a supercharged Un-carrier that will deliver a transformative 5G network. The parent of the combined company is T-Mobile US, Inc., whose shares of common stock will continue to trade on the NASDAQ Global Select Market under the symbol “TMUS”. The combined company will operate under the name T-Mobile.

The New T-Mobile's commitment to building the world’s best broad and deep nationwide 5G network, which will bring lightning-fast speeds to urban areas and underserved rural communities alike, is more critical than ever, as reliable connectivity has become so important to Americans. With 14 times more capacity in six years than standalone T-Mobile has today, the New T-Mobile network will be able to offer unmatched value to consumers, with better service at lower prices. The company will also continue to focus on its commitment to customers and being a force for good. The enhanced scale and financial strength of the combined company will drive a planned investment of $40 billion into its network, business and more over the next three years. Synergies achieved from the integration have the potential to unlock massive scale and unleash at least $43 billion in value for shareholders.

The company also announced that with close of the merger, it has successfully completed its long-planned Chief Executive Officer transition from John Legere to Mike Sievert ahead of schedule. Effective immediately, Sievert will assume the role of CEO of T-Mobile. Legere, who served as CEO of T-Mobile since 2012, built a culture around listening to employees, putting the customer first and shaking up the market with signature Un-carrier moves. During his tenure, Legere engineered a turnaround of the company as T-Mobile completely disrupted the wireless industry and became the fastest growing company in wireless, capturing 80% of the industry’s postpaid phone growth from 2013 to today. Legere will continue as a member of the Board of Directors for the remainder of his current term, through the Annual Meeting of Shareholders scheduled in June 2020.

“During this extraordinary time, it has become abundantly clear how vital a strong and reliable network is to the world we live in. The New T-Mobile’s commitment to delivering a transformative broad and deep nationwide 5G network is more important and more needed than ever and what we are building is mission-critical for consumers,” said Mike Sievert, president and CEO of T-Mobile. “With this powerful network, the New T-Mobile will deliver real choice and value to wireless and home broadband customers and double down on all the things customers have always loved about the Un-carrier. T-Mobile has been changing wireless for good — and now we are going to do it on a whole new level!”

February 11, 2020 Washington, D.C.

T-Mobile US, Inc. (NASDAQ: TMUS) and Sprint (NYSE: S) announced that after receiving a favorable decision in Federal Court in New York the companies are now taking final steps to complete their merger to create the New T-Mobile. In its decision the Court stated that, “T-Mobile has redefined itself over the past decade as a maverick that has spurred the two largest players in its industry to make numerous pro-consumer changes. The proposed merger would allow the merged company to continue T-Mobile’s undeniably successful business strategy for the foreseeable future.” This action will also create more options for public safety as T-Mobile has made significant commitments to new competitive public safety services.

The ruling clears one of the final hurdles for the deal, which still can’t close until the California Public Utilities Commission approves the transaction. The companies had contended their merger would help them compete against top players AT&T and Verizon, and advance efforts to build a nationwide 5G network.In his decision filed Tuesday, Judge Victor Marrero wrote, “The resulting stalemate leaves the Court lacking sufficiently impartial and objective ground on which to rely in basing a sound forecast of the likely competitive effects of a merger.”The judge laid out three points on which the court rejected the states’ objections to the merger.

First, he said, they failed to convince the court that the merged party “would pursue anticompetitive behavior that, soon after the merger, directly or indirectly, will yield higher prices or lower quality for wireless telecommunications services.”

Second, the court rejected that Sprint would be able to continue operating effectively as a wireless services competitor without the merger. “The Court is thus substantially persuaded that Sprint does not have a sustainable long-term competitive strategy and will in fact cease to be a truly national [mobile network operator],” the ruling said.

And finally, the court rejected the states’ argument that Dish Network “would not enter the wireless services market as a viable competitor nor live up to its commitments to build a national wireless network.” The deal called for Dish to step in as a new wireless player based on agreements with the DOJ and FCC.

T-Mobile and Sprint agreed to certain concessions to the government before the agencies cleared the deal. The companies told the FCC they would deploy a 5G network covering 97% of the U.S. population within three years of closing the deal. Sprint also agreed to sell Boost Mobile, Virgin Mobile and other prepaid phone businesses, as well as some of its wireless spectrum to Dish for $5 billion before gaining approval from the Justice Department.

FCC Chairman Ajit Pai said in a statement that he was “pleased” with the court’s ruling and that the merger “will help close the digital divide and secure United States leadership in 5G,” calling it “a big win for American consumers.”Dish co-founder and Chairman Charlie Ergen said in a statement that the ruling and approvals from the DOJ and FCC “accelerates our ability to deploy the nation’s first virtualized, standalone 5G network and bring 5G to America.”


April 16, 2020 California Approves T-Mobile / Sprint Merger After it has Closed

The California Public Utilities Commission (CPUC) voted unanimously Thursday (4/16/20) to approve, with conditions, the merger of T-Mobile and Sprint operations in the state of California.

The move didn’t come entirely out of the blue since the CPUC in March issued a proposal to approve the merger and put it out for public comment. At the same time, California Attorney General (AG) Xavier Becerra announced that his office reached a settlement with T-Mobile.

The FCC and Department of Justice (DoJ) approved the transaction last year with conditions, including the divestiture of Boost Mobile to Dish Network and the establishment of Dish as a fourth facilities-based operator to replace Sprint. A coalition of states, including California and New York, filed suit to block the deal. U.S. District Judge Victor Marrero ultimately ruled in favor of the companies in February.

But the CPUC had not voted on it until Thursday, and its vote came after an unusual series of events, driven in part by the economic upheaval from the COVID-19 crisis.

T-Mobile CEO Mike Sievert told the CPUC on March 31 that it was closing its merger with Sprint with or without the CPUC’s approval. He said banks were prepared to provide bridge financing for an April 1 close, and if the closing were delayed, they ran the risk of never being able to get the deal done given turmoil in the financial markets.

Plus, T-Mobile argued that it didn’t need the CPUC’s blessing. The CPUC disagreed, telling the companies they needed to refrain from merging their California operations until a commission decision was made. The companies agreed (PDF) they would not move forward in California until the vote was taken.

Ahead of the CPUC’s voice call vote Thursday, CPUC Commissioner Clifford Rechtschaffen described some of the commitments the companies were making to get the deal done. The state imposed a number of additional conditions, including that the new T-Mobile, which doesn’t participate in Lifeline in California, continue offering Lifeline in California indefinitely to both Sprint’s existing Lifeline customers and to new customers. The new entity also is required to add 1,000 jobs in California in five years.

While commissioners said the anti-competitive nature of the transaction made it a tough one to approve, they said the inclusion of strong enforcement provisions for the conditions and a compliance monitor made it more acceptable.  

The revised proposal (PDF) to approve the merger was posted this week, spelling out the many conditions. Steve Blum, president of the wireless consultancy Tellus Venture Associates who's been closely following the CPUC proceeding, noted in his blog that service obligations were tweaked. T-Mobile needs to deliver 300 Mbps download speeds to 93% of Californians by 2024, but its obligation to serve rural communities will be capped at offering 50 Mbps download speeds to 94% of rural residents and 100 Mbps to 85% by 2026.

Blum also noted that the CPUC’s draft makes it clear the deal falls within the commission’s jurisdiction.

"Wireless carriers are ‘telephone corporations’ and therefore public utilities under Public Utilities Code Sections 216, 233 and 234,” the CPUC stated. “Both Joint Applicants, T-Mobile and Sprint, have California wireless subsidiaries that are public utility telephone corporations under state law, and subject to the jurisdiction” of the commission. States can regulate “neither wireless rates nor entry into the wireless market, but they retain jurisdiction over ‘other terms and conditions’ of wireless service.”

Blum said he expects that dispute eventually will be resolved in federal court.

from Fierce Wireless 4-16-20

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