29 April 2018
T-Mobile US, Inc. (NASDAQ: TMUS) and Sprint Corp. (NYSE: S) have announced that they have entered into a definitive agreement to merge in an all-stock transaction at a 0.10256 exchange ratio of T-Mobile shares for each Sprint share. Based on closing share prices on April 27, 2018, this represents a total implied enterprise value of approximately US$59 billion for Sprint and approximately US$146 billion for the combined company. The transaction is subject to T-Mobile and Sprint shareholder approval, regulatory approvals, and other closing conditions. It is expected to close between Q4 2018 and Q2 2019.
Latham & Watkins represents the committee of independent directors of T-Mobile in the transaction, providing representation and advice on corporate, finance, communications, antitrust, CFIUS, intellectual property, and compliance matters, with a corporate team consisting of partners Charles Ruck in New York and Orange County and Daniel Rees in Orange County, with associates Darren Guttenberg, Scott Becker, and Nima Movahedi in Orange County. Advice has been provided on finance matters by partners Keith Halverstam and Benjamin Cohen in New York and partner Greg Robins in Los Angeles, with associate Brittany Ruiz in New York; on communications matters by partners James Barker and Matthew Brill in Washington, D.C.; on antitrust matters by partner Michael Egge in Washington, D.C.; on CFIUS matters by partner Steven Croley in Washington, D.C.; on intellectual property matters by counsel David Kuiper in Orange County; and on compliance matters by partner Michele Johnson, with associate Kristin Murphy in Orange County. Richards, Layton & Finger served as Delaware counsel to the committee of independent directors of T-Mobile.
Latham & Watkins also provided general representation to T-Mobile in connection with the transaction on corporate, benefits and compensation, tax, financing, regulatory, and compliance matters, with a corporate team consisting of partners James Gorton and Thomas Malone in New York, Josh Dubofsky in Silicon Valley, and Joel Trotter in Washington, D.C., with associates Julia Thompson in Washington D.C., Mark Bekheit in Silicon Valley, and Alyssa Manlowe in New York. Advice has been provided on benefits and compensation matters by partner Laurence Seymour in Los Angeles and Julie Crisp in San Francisco; on tax matters by partners Jiyeon Lee-Lim and Matthew Dewitz in New York; on finance matters by partner Senet Bischoff in New York; on antitrust matters partners Amanda Reeves and Farrell Malone in Washington, D.C.; and on compliance matters by partner James Brandt in New York.