FCC Sorting Through License Transfers for Proposed T-Mo-Sprint Deal

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The FCC is tackling the nitty-gritty aspects of the proposed T-Mobile acquisition of Sprint. The telecoms asked for agency permission to transfer Sprint’s licenses, authorizations and spectrum leases to T-Mobile. They’d also like the agency to okay the pro forma transfer of T-Mobile’s licenses, authorizations and spectrum leases to the combined company, should the deal be approved. Interested parties must file petitions to deny by August 27, to Docket 18-197.  

T-Mobile asked the Commission for a ruling to allow foreign ownership in the U.S. company higher than the current 25 percent threshold. This concerns the proposed transfer to T-Mobile of common carrier wireless licenses and leases, and common carrier fixed satellite earth station licenses, held by Sprint subsidiaries. The companies have said the combined entity would occupy about 85,000 macro tower sites and roughly 50,000 small cells.

The FCC says initial review of data submitted by the two telecoms indicates that, in countries where their spectrum holdings overlap, the merged entity (New T-Mobile) would hold a maximum of 361.7 megahertz of spectrum. See this list of all the licenses involved.

Post-transaction, 69 percent of T-Mobile’s equity and voting interests will be held by subsidiaries of Deutsche Telekom (42 percent) and SoftBank (27 percent), subject to a proxy that would be held by T-Mobile to direct the voting of SoftBank’s T-Mobile shares. The other 31 percent of T-Mobile shares will be held by public shareholders.

T-Mobile asked the Commission to specifically approve foreign equity and voting interests that would be held directly or indirectly in T-Mobile post-closing by:

  • Deutsche Telekom Holding B.V. (DT Holding) (Netherlands);
  • SoftBank Group Capital Limited (SoftBank Capital) (United Kingdom);
  • T-Mobile Global Holding GmbH (T-Mobile Global Holding) (Germany);
  • T-Mobile Global Zwischenholding GmbH (T-Mobile Global) (Germany);
  • Deutsche Telekom AG (Deutsche Telekom) (Germany);
  • Kreditanstalt fur Wiederaufbau (KfW) (Germany);
  • Federal Republic of Germany (FRG) (Germany);
  • SoftBank Group Corp. (SoftBank Group) (Japan); and
  • Masayoshi Son (Japan)

July 20, 2018         

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