Status:  Clearance

Acquirer:  Deutsche Telekom AG (Germany); T-Mobile US, Inc. (US)

Acquired:  Sprint Corporation (US)

Value:  Approximately US$59 billion

Industries:  Telecommunications

UPDATE: On December 17, 2018, T-Mobile US, Inc. and Sprint Corporation announced “that they have successfully received approval from the Committee on Foreign Investment in the United States (“CFIUS”), pursuant to a review under section 721 of the Defense Production Act of 1950, as amended, to proceed with their proposed merger …”  (T-Mobile US, Inc., Form 8-K, December 12, 2018, SEC Filing.)  The parties also announced that “the U.S. Department of Justice, Department of Homeland Security, and Department of Defense, collectively referred to as Team Telecom, submitted a filing with the FCC that it has reviewed the transaction pertaining to potential national security, law enforcement, and public safety issues. Team Telecom confirmed it has no objections to the merger and has withdrawn its request to defer action on the transaction.”  (Press Release, T-Mobile US, Inc., Form 8-K, Ex-99.1, December 12, 2018, SEC Filing.)

Posted on August 10, 2018

Status: Upcoming/New Filing

On April 29, 2018, T-Mobile US, Inc.,  a publicly traded US wireless communications provider majority owned by Germany global telecommunications company Deutsche Telekom AG, announced that it entered into a merger agreement with Sprint Corporation, a publicly traded US wireless communications provider majority held, through two US holding companies, by the Japan based SoftBank Group Corporation.  (See T-Mobile US, Inc., Form 8-K, Apr. 30, 2018, SEC Filing.) Pursuant to the agreement, the SoftBank Group will merge its US holding companies (that hold the Sprint Corp. interest) into Huron Merger Sub LLC, a wholly owned subsidiary of T-Mobile US, with Huron Merger Sub LLC continuing as the surviving entity and as a wholly owned subsidiary of T-Mobile, and in exchange, SoftBank Group will indirectly acquire shares in T-Mobile US, Inc. (Id.) Immediately following this, Superior Merger Sub Corporation, a wholly owned subsidiary of Huron Merger Sub LLC, will merge with and into Sprint Corporation, with Sprint Corporation continuing as the surviving corporation and as a wholly owned indirect subsidiary of T-Mobile US.  (Id.)  Immediately following these merger transactions, “Deutsche Telekom and SoftBank are expected to hold approximately 42% and 27% of the fully diluted shares of T-Mobile Common Stock, respectively, with the remaining approximately 31% of the fully diluted shares of T-Mobile Common Stock held by public stockholders.” (Id.)  The transaction is subject to a “favorable completion of review by the Committee on Foreign Investments in the United States.”  (Id.; see Section 7.1(c)(iii), Business Combination Agreement, T-Mobile US, Inc., Form 8-K, Ex-2.1, Apr. 30, 2018, SEC Filing.) In addition, the transaction is conditioned on approval by DSS of “a plan to operate pursuant to a FOCI mitigation agreement those NISPOM covered activities of T-Mobile, Sprint and their respective subsidiaries . . .” (Id.)  “Both Sprint and T-Mobile currently have separate mitigation agreements with the national security agencies as a result of their non-U.S. ownership.”  (See T-Mobile US, Inc., Form-425, June 20, 2018, SEC Filing.) As of June 20, 2018, the parties had yet to file a formal CFIUS notice.  (See Sprint Corp. Form 425, June 20, 2018, SEC Filing.)