MoFo Closes Blockbuster $59B Merger With T-Mobile on Behalf of Sprint

Serving as lead counsel to Sprint Corp. and SoftBank Group Corp., the controlling shareholder of Sprint, Morrison & Foerster closed the landmark merger of Sprint and T-Mobile US, Inc., on April 1, 2020, nearly two years after the companies announced their plans to merge. The deal is valued at $59 billion, with the aggregate for the combined company in the all-stock transaction valued at approximately $146 billion, making it one of the largest telecommunications deals in history.

More than six years in the making, the transaction required sophisticated navigation of numerous legal complexities concerning governance issues, regulatory approvals, and cross-border matters, as both parties are publicly traded companies controlled by foreign shareholders. Since the deal was announced in 2018, MoFo has guided Sprint and SoftBank through multiple regulatory hurdles, including securing clearance from the Department of Justice and the Committee on Foreign Investment in the U.S., and supporting the companies through a states-led challenge of the deal, which resulted in a complete dismissal of the states’ claims. MoFo also led Sprint’s divesture of approximately $5 billion of pre-paid assets to DISH Network Corporation in connection with the company’s consent decree with the DOJ.

The historic deal combines two of the largest wireless carriers in the United States, creating a combined company named the “New T-Mobile,” which aims to build a 5G future for all Americans by opening massive wireless highways and lowering prices.

On the transactional side, the MoFo team that advised Sprint and SoftBank on the merger with T-Mobile was led by M&A partner Brandon C. Parris in San Francisco, with corporate finance partner David P. Slotkin (Washington, D.C.), tax partner Bernie J. Pistillo (San Francisco), and Tokyo office managing partner Kenneth A. Siegel.

On the regulatory side, the MoFo team was led out of Washington, D.C., by antitrust partner Jeff Jaeckel and regulatory partner Nicholas J. Spiliotes.

The deal team also included hundreds of MoFo lawyers across practice areas in offices around the globe.  

Read the companies’ press release.