Big Deals

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

, The American Lawyer

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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.

 

T-Mobile/MetroPCS

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.

Deutsche Telekom and MetroPCS are employing a complicated structure to effect the transaction. MetroPCS will declare a 1-for-2 reverse stock split, pay $1.5 billion in cash to its shareholders, and then acquire all of T-Mobile's common stock in exchange for a 74 percent stake in the new T-Mobile, which MetroPCS CEO John Legere will continue to run. The companies hope to close the deal in the first half of 2013 pending approvals from regulators and MetroPCS shareholders.

For acquiror Deutsche Telekom AG (Bonn, Germany)

In-House: At Deutsche Telekom: General counsel Claudia Junker, senior vice president–public and regulatory affairs Wolfgang Kopf, vice president–M&A and joint ventures Axel Lützner, and head of competition law, public policy, and regulatory affairs Volker Stapper.  At T-Mobile USA: General counsel David Miller, deputy general counsel Lauren Venezia, vice president–government affairs Thomas Sugrue, and vice president–federal regulatory affairs Kathleen Ham.

Wachtell, Lipton, Rosen & Katz: Corporate: Adam Emmerich and associates Valentina Cassata, DongJu Song, and Mark Stagliano. Finance: Eric Rosof and associates Neil Chatani and John Sobolewski. Tax: Jodi Schwartz, T. Eiko Stange, and associate Tijana Dvornic. Executive compensation and benefits: Michael Segal and associate Timothy Moore. Antitrust: Ilene Knable Gotts and associate Lori Sherman. (All are in New York.) Wachtell also represented Deutsche Telekom on the AT&T deal, as did Cleary Gottlieb Steen & Hamilton and Wiley Rein [Big Deals, June 2011]. Wachtell represented Voice­Stream Wireless Inc. when it was sold to Deutsche Telekom in 2001.

Cleary Gottlieb Steen & Hamilton: Antitrust: George Cary, Mark Nelson, and associates Patrick Bock and Robert Devine. Tax: Yaron Reich, Leslie Samuels, and asso­ciate Corey Goodman. (The antitrust lawyers are in Washington, D.C.; the tax lawyers are in New York.)

K&L Gates: M&A: Margaret Inouye and associates Elisabeth McNeil and Eric Taylor. Antitrust: Ramona Emerson, of counsel Richard Price, and associate Christopher Wyant. (All are in Seattle, except for Portland, Oregon–based Price.) The firm was counsel to Western Wireless Corporation from its formation in 1988 and to Voice­Stream from its spin-off from Western Wireless in 1994. Western Wireless used Wachtell on its 2005 sale to Alltel Corporation.

Wiley Rein: Telecommunications: Nancy Victory and Richard Wiley. (Both are in Washington, D.C.)

For target MetroPCS ­Communications Inc. ­(Richardson, Texas)

In-House: General counsel Mark Stachiw and assistant general counsel Melanie Stapp Klint.

Gibson, Dunn & Crutcher: Corporate: Jeffrey Chapman, Robert Little, and associate Travis Souza. Finance: Joerg Esdorn, Darius Mehraban, and asso­ciate Stewart Ross. Tax: David Sinak. Employee benefits and executive compensation: David Schiller and associate Krista Hanvey. Antitrust: M. Sean Royall and associate Adam Di Vincenzo. Technology: Stephan Nordahl and associate Daniel Angel. (All are in Dallas except for the following: Esdorn, Mehraban, Ross, Nordahl, and Angel are in New York; and Di Vincenzo is in Washington, D.C.) Chapman represented the company in 2005 when Madison Dearborn Partners LLC and TA Associates Inc. made a $600 million investment in MetroPCS. At the time Chapman was a partner at Vinson & Elkins. He moved to Gibson Dunn last year.

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