US: Top law firms join up for for $146 billion Sprint, T-Mobile deal

On Sunday, April 29, Sprint and T-Mobile US announced a merger that could transform the U.S. telecommunications sector. And more than a few lawyers from Am Law 100 firms are involved behind the scenes trying to smooth the way for a transaction not expected to close until the first half of 2019.

The proposed $26.5 billion all-stock deal will see Bellevue, Wash.-based T-Mobile, which is owned by Deutsche Telekom AG, take control of Overland Park, Kansas-based Sprint, a majority stake of which is owned by Japanese conglomerate SoftBank Group. If the merger receives shareholder and regulatory approval, the combined $146 billion company will create a US telecommunications rival to industry leaders AT&T and Verizon Communications.

A successful union between T-Mobile and Sprint will also narrow US consumers’ choices among large wireless carriers to three, instead of four. The number of lawyers advising on that process is significantly higher—somewhere in the multiple of dozens.

Wachtell, Lipton, Rosen & Katz, led by partners Adam Emmerich and David Lam, is advising T-Mobile and its parent company Deutsche Telekom. Other Wachtell lawyers working on the deal include finance partners Eric Rosof, Emil Kleinhaus and John Sobolewski; tax partners Jodi Schwartz and T. Eiko Stange; and executive compensation and benefits partner Andrea Wahlquist.

Cleary Gottlieb Steen & Hamilton, which previously advised Deutsche Telekom on its ultimately unsuccessful $39 billion sale of T-Mobile to AT&T a half-dozen years ago, is working with DLA Piper as regulatory counsel to the Bonn, Germany-based company. The Cleary Gottlieb antitrust team includes partners Mark Nelson, George Cary, Daniel Culley and Jeremy Calsyn. Nancy Victory and Michael Senkowski, co-chairs of the global telecom practice at DLA Piper after joining the global legal giant in 2016 from Wiley Rein, are leading up a team from that firm that also includes technology transactions and telecom partners Eric DeSilva, Edward “Smitty” Smith and John Beahn, as well as government services transactional co-chair Sarah Kahn. (Beahn joined DLA Piper earlier this year from Skadden, Arps, Slate, Meagher & Flom.)

Another group of lawyers from Latham & Watkins led by partners Charles Ruck and Daniel Rees are providing counsel to the T-Mobile’s committee of independent directors. Also on the Latham team are finance partners Keith Halverstam, Benjamin Cohen and Greg Robins; communications industry and communications law global chairs James Barker and Matthew Brill; antitrust partner Michael Egge; partner Steven Croley on matters related to the Committee on Foreign Investment in the US (CFIUS); executive committee member and partner Michele Johnson on compliance matters; and counsel David Kuiper on intellectual property transactional issues. (Ruck, who works out of New York and Southern California, is one of several Latham partners vying to replace William Voge as firm leader.)

Latham is also handling corporate, compensation and benefits, compliance, finance, regulatory and tax matters for T-Mobile related to its bid for Sprint. That work us being done by a team led by Latham partners James Gorton, Thomas Malone, Josh Dubofsky and Joel Trotter. Latham partners Laurence Seymour and Julie Crisp are counseling on compensation matters, with partners Jiyeon Lee-Lim and Matthew Dewitz providing tax advice. Latham antitrust partners Amanda Reeves and Farrell Malone, compliance partner James Brandt and finance partner Senet Bischoff are also working on the deal for T-Mobile, whose committee of independent directors is also relying on Richards, Layton & Finger for Delaware counsel.

New York-based investment banking firm Evercore Partners Inc., which is serving as financial adviser to the independent committee of T-Mobile directors, is being advised by Weil, Gotshal & Manges corporate chair Michael Aiello and M&A partner Eoghan Keenan. David Miller serves as general counsel for T-Mobile.

Sprint is being advised by another team of lawyers from Morrison & Foerster, which was hit with a class action suit Monday by three female associates. MoFo has long served as outside counsel to Tokyo-based SoftBank on transactional matters. Robert Townsend, chair of MoFo’s global M&A group, is leading a team from the firm advising Sprint that includes Tokyo managing partner and SoftBank dealmaker Kenneth Siegel; corporate partner Brandon Parris; corporate finance co-chair David Slotkin; global finance co-chair and national security co-head Nicholas Spiliotes; antitrust co-chair Jeff Jaeckel and partner David Meyer; tax partner Bernie Pistillo.

Other MoFo partners working on the deal are Michael O’Bryan, Scott Lesmes, Mark Wojciechowski, Ivan Smallwood, Michael Miller, Paul Jahn and Domnick Bozzetti.

Goodwin Procter partners Stuart Cable and Mark Opper are leading a team from that firm representing an independent transaction committee of Sprint’s board of directors. The Goodwin Procter deal team includes partners Howard Cubell, Deborah Birnbach, Andrea Agathoklis Murino, Paul Jin, Caroline Bullerjahn and Richard Matheny. Potter Anderson & Corroon is serving as Delaware counsel to the independent transaction committee.

Skadden is serving as regulatory co-counsel to Sprint with a team led by antitrust partners Steven Sunshine and Matthew Hendrickson. CFIUS head Ivan Schlager, partner Michael Leiter and counsel Malcolm Tuesley are handling CFIUS matters for Sprint, whose chief legal officer is Jorge Garcia. Skadden M&A partner Thomas Kennedy, executive compensation and benefits partner Regina Olshan and tax partner Steven Matays are also working on the deal.

Stephen Amdur, a corporate partner at Pillsbury Winthrop Shaw Pittman in New York who joined the firm late last year from Latham, is advising The Raine Group LLC in its role as financial adviser to Sprint. Another team from Sidley Austin led by partners Martin Wellington and Jennifer Fitchen is representing Centerview Partners LLC in its role as financial adviser to the independent transactions committee of Sprint’s board of directors.

T-Mobile’s previous bid to sell itself to AT&T, which collapsed in late 2011 in the face of regulatory opposition, generated roles for at least a half-dozen outside firms. In subsequent years, many of those same firms have scored roles on landmark transactions in the telecom space, such as AT&T’s $48.5 billion acquisition of DirecTV, AT&T’s proposed $85.4 billion buy of Time Warner Inc., Verizon’s purchases of AOL and Yahoo! and The Walt Disney’s proposed $52.4 billion takeover bid for Twenty-First Century Fox.

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