Big Deals

Softbank/Sprint Nextel; T-Mobile/MetroPCS; UnitedHealth/Amil

, The American Lawyer


Softbank/Sprint Nextel

Some analysts speculated that Sprint Nextel Corporation would try to thwart the planned merger of T-Mobile USA and Metro PCS Communications Inc. by launching a hostile bid for Metro PCS . Instead, Sprint Nextel agreed to sell a 70 percent stake to Softbank Corp. for $20.1 billion, in what would be the largest foreign acquisition ever by a Japanese company. The announcement came on October 15, less than two weeks after U.S. cell phone rivals T-Mobile and Metro PCS signed their deal. Sprint Nextel's 56 million subscribers make it the third-largest cell phone carrier in the United States after AT&T Inc. and Verizon Communications Inc. T-Mobile is fourth, Metro PCS sixth.

Softbank will buy $8 billion worth of shares directly from Sprint Nextel, which will use the cash to compete against its larger rivals. Softbank will also purchase another $12.1 billion in Sprint Nextel stock—about 55 percent of the target's public float—in the open market at $7.30 per share. The rest will be converted into shares of a new publicly traded entity to be called New Sprint. The stock market valued Sprint Nextel at about $17 billion, or $5.70 a share, on the afternoon of October 15, a 13 percent premium to its closing price on October 11, the last trading day before news of a possible deal broke. The parties hope to close the deal by the middle of 2013 pending approvals from regulators and Sprint Nextel shareholders.

For acquiror Softbank Corp. (Tokyo)

In-House: General counsel Masato Suzaki.

Morrison & Foerster: Corporate: Dale Caldwell, David Lipkin, Jaclyn "Jackie" Liu, Brandon Parris, Kenneth Siegel, Ivan Smallwood, Robert Townsend, and Andrew Winden. Antitrust: Jeff Jaeckel and David Meyer. CFIUS: Nicholas Spiliotes. Tax: Bernie Pistillo and Eric Roose. Executive compensation: Michael Frank. Financial transactions: Peter Dopsch and Kathryn Johnstone. (Caldwell, Siegel, Smallwood, Winden, and Roose are in Tokyo; Liu, Parris, Townsend, and Pistillo are in San Francisco; Lipkin and Frank are in Palo Alto; Jaeckel, Meyer, and Spiliotes are in Washington, D.C.; Dopsch is in New York; and Johnstone is in Los Angeles.) MoFo and Mori Hamada & Matsumoto also advised Softbank on its $2.3 billion agreement to buy rival Japanese mobile carrier eAccess Ltd., a deal announced October 1, and MoFo represented Softbank as a shareholder of Alibaba Group Holding Limited when the Chinese Internet service provider agreed to buy back Yahoo! Inc.'s 40 percent stake in Alibaba earlier this year [Big Deals, September]. Siegel began representing the company in the 1990s, when it invested in a number of Internet companies, including Yahoo.

Mori Hamada & Matsumoto: Finance: Yoshifumi Kobayashi. (He is in Tokyo.) The firm took the lead on the $20 billion financing for the deal.

Dow Lohnes: Corporate: Leonard Baxt. Communications: Christina Burrow, John Feore, J.G. Harrington, John Logan, and Michael Pryor. (All are in Washington, D.C.)

Potter Anderson Corroon: Corporate: Mark Morton, Michael Pittenger, and associate Pamela Millard. (All are in Wilmington.) MoFo's Lipkin tapped Potter as Delaware counsel. Sprint will be reincorporated in Delaware as part of the deal.

Foulston Siefkin: Corporate: William Wood II and asso­ciate Francis Baalman. (Both are in Wichita.) Sprint Nextel is incorporated in Kansas.

For target Sprint Nextel Corporation (Overland, Kansas)

In-House: General counsel Charles Wunsch, senior counsel–M&A Todd Barfield and Michael Ragsdale, senior counsel–securities and governance Stefan Schnopp, counsel–securities and governance Aisha Reynolds and Katie True-Awtry, senior vice president–government affairs Vonya McCann, vice president–sales and distribution Michael Allen, vice president–­intellectual property Harley Ball, vice president–corporate transactions and business John Chapman, vice president–litigation Susan "Sue" Haller, and vice president–securities and governance Timothy "Tim" O'Grady.

Skadden, Arps, Slate, Meagher & Flom: M&A: Thomas Kennedy and Jeremy London. Corporate finance: Yossi Vebman. Banking: Stephanie Teicher. Antitrust: Steven Sunshine and Matthew Hendrickson. Executive compensation and benefits: Regina Olshan. Tax: Dean Shulman. CFIUS issues: Ivan Schlager. Telecommunications law: Antoinette "Toni" Cook Bush. (All are in New York, except for Washington, D.C.–based London, Sunshine, Schlager, and Cook Bush.) Skadden represented Sprint last year in its opposition to AT&T's proposed acquisition of ­T-Mobile, a deal the parties abandoned in the face of opposition from the U.S. antitrust authorities.

Lawler, Metzger, Keeney & ­Logan: Telecommunications: Regina "Gina" Keeney, Charles "Buck" Logan, and A. Richard Metzger Jr. (All are in Washington, D.C.)

Polsinelli Shughart: Corporate finance: William Mahood III and associates Joseph Jarvis and Eric Wu. (All are in Kansas City, Missouri.) Mahood left then–Sprint Corporation legal's M&A group in 2000. He has represented the group since then as outside transactional and Kansas counsel.



The U.S. Department of Justice foiled Deutsche Telekom AG 's planned sale of T-Mobile USA to AT&T Inc. last fall. On October 3, almost a year after that deal collapsed, Deutsche Telekom announced an agreement to merge its U.S. cell phone division with Metro PCS Communications Inc. The combined company, which will retain the T-Mobile name, would have about 42 million subscribers and be the fourth-largest cell phone carrier in the United States after AT&T , Verizon Communications Inc., and Sprint Nextel Corporation.

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