FCC Establishes Pleading Cycle for T-Mobile/Sprint Transaction

T-Mobile US and Sprint have filed applications seeking Federal Communications Commission consent to the transfer of control of the licenses, authorizations, and spectrum leases held by Sprint and its subsidiaries to T-Mobile and the pro forma transfer of control of the licenses, authorizations, and spectrum leases held by TMobile and it subsidiaries in furtherance of T-Mobile’s and Sprint’s previously announced agreement to merge. T-Mobile also filed a petition for declaratory ruling to permit foreign ownership in excess of the statutory benchmark. Under their agreement, the proposed transaction contemplates a merger of Sprint into an indirect subsidiary of T-Mobile, with Sprint surviving as a direct subsidiary of T-Mobile USA, which is a direct subsidiary of T-Mobile. Post-transaction, Deutsche Telekom AG would hold approximately 42 percent of the fully-diluted shares of T-Mobile Common Stock, Softbank would hold approximately 27 percent of the fully diluted shares of T-Mobile Common Stock, and public shareholders would hold approximately 31 percent of the fully diluted shares of T-Mobile Common Stock. Deutsche Telekom would retain de facto control of the combined company (New T-Mobile) because it would have the right to designate a majority of the members of the Board of Directors and because its planned agreement with Softbank would grant it the right to direct the voting of Softbank’s New T-Mobile shares.

Interested parties must file petitions to deny no later than August 27, 2018. Persons and entities that file petitions to deny become parties to the proceeding. They may participate fully in the proceeding, including seeking access to any confidential information that may be filed under a protective order, seeking reconsideration of decisions, and filing appeals of a final decision to the courts. Commenters may also become parties to the proceeding for the purpose of seeking access to confidential information filed under a protective order. Oppositions to such pleadings must be filed no later than September 17, 2018. Replies to such pleadings must be filed no later than October 9, 2018. All filings concerning matters referenced in this Public Notice should refer to WT Docket No. 18-197.

All requests for meetings with Commission staff regarding this docket should be made via email using T-MobileSprintTransaction@fcc.gov. Those who lack Internet or email access may direct their requests to Morasha Younger, Competition and Infrastructure Policy Division, Wireless Telecommunications Bureau, (202) 418-1203.