T-Mobile US Inc. (NasdaqGS:TMUS) (“T-Mobile”) entered into a definitive agreement to acquire Sprint Corporation (NYSE:S) from Softbank Group Capital Limited (‘SoftBank') and other shareholders for $28.3 billion on April 29, 2018. Under the terms, T-Mobile will acquire the shares of Sprint at a fixed exchange ratio of 0.10256 T-Mobile's shares for each Sprint's share. Each option to purchase Sprint's common shares (other than under Sprint's employee stock purchase plan) will be converted into an option to purchase common stock of new T-Mobile, each time-based restricted stock unit award outstanding of Sprint's common stock will be converted into a time-based restricted stock unit award covering T-Mobile common stock, with respect to each performance stock unit award covering Sprint's common stock (a “PSU Award”) for which performance is measured using the volume-weighted average price of Sprint's common stock (the “VWAP”), the entire portion of such PSU Award will be converted into a time-based restricted stock unit award covering T-Mobile common stock, and with respect to each PSU Award for which performance is not measured using the VWAP, the entire portion of such PSU Award will be converted into a time-based restricted stock unit award covering T-Mobile common stock.

Deutsche Telekom, the majority shareholder of T-Mobile, and SoftBank are expected to hold approximately 41.7% and 27.3% of diluted economic ownership of T-Mobile, respectively, with the remaining approximately 31% held by the public. Post transaction, Sprint will become a wholly owned subsidiary of T-Mobile. Barclays, Credit Suisse, Deutsche Bank, Goldman Sachs, Morgan Stanley, and RBC have committed to provide up to $38 billion in secured and unsecured debt financing, including a $4 billion secured revolving credit facility, a $7 billion secured term loan facility, a $19 billion secured bridge loan facility and a $8 billion unsecured bridge loan facility to support the transaction. On September 6, 2019, T-Mobile USA amended and restated the commitment letter whereby commitments under the secured term loan facility were reduced from $7 billion to $4 billion and the commitments thereunder were extended through May 1, 2020. Upon consummation, the name of T-Mobile shall continue to be “T-Mobile US, Inc.” and the shares of common stock of T-Mobile shall continue to trade under the ticker symbol “TMUS.” In the event of termination of transaction, T-Mobile may be required to pay $600 million to Sprint as termination fees.

Upon completion of the transaction, T-Mobile's board of directors will consist of 14 directors, 9 nominated by Deutsche Telekom and 4 nominated by SoftBank. John Legere, current President and Chief Executive Officer (‘CEO') of T-Mobile US, will serve as CEO, and Mike Sievert, current Chief Operating Officer (‘COO') of T-Mobile, will serve as President and COO of the combined company. The remaining members of the new management team will be selected from both companies during the closing period. Timotheus Höttges, current T-Mobile US Chairman of the Board, will serve as Chairman of the Board for the new company. Masayoshi Son, current SoftBank Chairman and CEO, and Marcelo Claure, current CEO of Sprint, will serve on the board of the new company. Following the closing of transaction, T-Mobile shall have its headquarters in Bellevue, Washington, with a secondary headquarters in Overland Park, Kansas.

The transaction is subject to regulatory approvals, anti-trust approval by authorities including the US Department of Justice and the Federal Communications Commission, expiration or termination of the Hart-Scott-Rodino waiting period, completion of CFIUS review, approval by California Public Utilities Commission, T-Mobile's and Sprint's shareholder approval, the effectiveness of the registration statement for the shares of T-Mobile's common stock to be issued in the transaction, the approval of the listing of such shares on the NASDAQ Global Select Market and specified minimum credit ratings for T-Mobile on the closing date of the transaction from at least two of the three credit rating agencies, subject to certain qualifications. The Boards of Directors of T-Mobile and Sprint unanimously approved the transaction. A transaction committee of Sprint reviewed the transaction. On December 17, 2018, the transaction received approval from Committee on Foreign Investment in the United States. As per the announcement made on February 8, 2019, New York Public Service Commission approved transaction. As of November 26, 2019, T-Mobile has won the support from Texas and Nevada for the transaction. The transaction is expected to close no later than the first half of 2019. As of February 12, 2020, the transaction is expected to close as early as April 1, 2020. The combination is expected to create more than $6 billion in run rate cost synergies, representing a net present value of more than $43 billion, net of expected costs to achieve such cost synergies. The earnings per share will be accretive 3 years after closing of the transaction.

Damien R. Zoubek and Jenny Hochenberg of Cravath advised PJT Partners, who acted as financial advisor to T-Mobile and rendered a fairness opinion to its Board of Directors of T-Mobile. Goldman Sachs acted as financial advisor to Deutsche Telekom and T-Mobile to the T-Mobile's Board of Directors. Deutsche Bank also acted as financial advisor to T-Mobile. Adam O. Emmerich, Eric Rosof, Jodi Schwartz and David K. Lam of Wachtell, Lipton, Rosen & Katz, Mark Nelson, George Cary, Dan Culley and Jeremy Calsyn of Cleary Gottlieb and DLA Piper acted as legal advisors to T-Mobile and Deutsche Telekom. Evercore acted as financial advisor and fairness opinion provider to a committee of independent directors of T-Mobile. Michael Aiello and Eoghan Keenan of Weil Gotshal & Manges advised Evercore. Charles K. Ruck, Daniel Rees, Darren Guttenberg, Scott Becker, Nima Movahedi, Keith Halverstam, Benjamin Cohen, Greg Robins, Brittany Ruiz, James Barker, Matthew Brill, Michael Egge, Steven Croley, David Kuiper, Michele Johnson, Kristin Murphy, James Gorton, Thomas Malone, Josh Dubofsky, Joel Trotter, Julia Thompson, Mark Bekheit, Alyssa Manlowe, Laurence Seymour, Julie Crisp, Jiyeon Lee-Lim, Matthew Dewitz, Senet Bischoff, Amanda Reeves, Farrell Malone, David Allinson, Ann Buckingham, Jeremiah Wolsk, Gary Axelrod, Robert Buda, Matthew Dewitz and James Brandt of Latham & Watkins acted as the legal advisors to the committee of independent directors of T-Mobile. Mark J. Gentile of Richards, Layton and Finger acted as the legal advisor to T-Mobile. Morgan Stanley acted as financial advisor to Deutsche Telekom. PJT Partners also acted as legal advisor to T-Mobile on the debt financing associated with the transaction. The Raine Group LLC and J.P. Morgan Securities LLC acted as financial advisors and provided fairness opinions to Sprint. Centerview Partners LLC acted as financial advisor to the independent transaction committee of the Board of Directors of Sprint. The Raine Group LLC, J.P. Morgan Securities LLC and Centerview Partners LLC each rendered fairness opinions to the Board of Directors of Sprint. Robert S. Townsend, Brandon C. Parris, David P. Slotkin, David L. Meyer, Jeff Jaeckel, Nicholas J. Spiliotes, Bernie J. Pistillo, Kenneth A. Siegel, Michael G. O'Bryan, Scott Lesmes, Mark S. Wojciechowski, Ivan G. Smallwood, Michael B. Miller, Paul E. Jahn, Domnick Bozzetti, Ali U. Nardali, Amanda Hines Gold, Joy S. MacIntyre, W. Lee Johnston, Stephen Lam, Jamal Al-Haj, Anisah Giansiracusa, Emily Beers, Lisa Zhang, Marianne Marchiori, Kerry Jones, Jeffrey Xu, Max Zidel, Keval Patel, Tiffany Hu, Graeme Sloan, Adam Westhead and Allison Peck of Morrison & Foerster LLP acted as legal advisors to Sprint and SoftBank Group. Caroline Gottschalk, Mario Ponce and Mark Viera of Simpson Thacher & Bartlett LLP acted as legal advisors to J.P. Morgan Securities LLC in a transaction.

T-Mobile US, Inc. (NasdaqGS:TMUS) completed the acquisition of Sprint Corporation (NYSE:S) from Softbank Group Capital Limited and other shareholders on April 1, 2020. Effective immediately, Mike Sievert will assume the role of Chief Executive Officer of T-Mobile. As per the amended agreement, the size of the Board was increased to consist of a total of 14 Directors. The nine directors designated by Deutsche Telekom includes: Timotheus Höttges (as Chairperson), Srikant Madhav Datar, Srini Gopalan, Lawrence H. Guffey, Christian P. Illek, Raphael Kübler, Thorsten Langheim, Teresa A. Taylor and Kelvin R. Westbrook. The three directors designated by SoftBank includes: Marcelo Claure, Stephen Kappes and Ronald Fisher. It is anticipated that one additional director will be designated by SoftBank, and appointed by the Board, following the Closing, such that, effective from and after such time, SoftBank will have four designees on the Board. As G. Michael Sievert will be the Chief Executive Officer succeeding John J. Legere, both will serve as Directors. On March 26, 2020, in connection with the transactions contemplated by the Business Combination Agreement, Bruno Jacobfeuerborn submitted his resignation from his position as a director of T-Mobile, effective as of the Effective Time. In connection with the completion of the transaction, T-Mobile and Sprint waived the condition to closing with respect to the final consent of the California Public Utilities Commission to the extent required, such that all regulatory approvals required for the transaction were satisfied or waived as of such date. As of April 16, 2020, California's Public Utilities Commission approved the merger. Daniel J. Bursky, Mark Hayek, Adam D. Summers, Emil Buchman, Andrew J. Klein, John Lawrence, and Adam J. Ross of Fried, Frank, Harris, Shriver & Jacobson and Wachtell, Lipton, Rosen & Katz advised T-Mobile US in the debt financing in connection with the transaction. Wilson Sonsini Goodrich & Rosati, P.C. represented as legal advisor to T-Mobile US, Inc. The advisory fee associated with the transaction paid by T-Mobile US amounted to $432 million.