T-Mobile US Inc. TMUS -5.89% struck a $26 billion deal to buy Sprint Corp. S -13.35% in a combination that, if allowed by antitrust enforcers, would leave the U.S. wireless market dominated by three national players.
It is the third time in the last four years the two rivals have attempted the combination.
The leaders of both companies are determined to close a deal, if only because their prospects going it alone grow dimmer by the year.
New technology, stiff competition from wireless rivals and an aging cellphone sector keep driving Sprint and T-Mobile into each other’s arms. Both companies hope to squeeze billions in savings by uniting operations despite their owners’ different management styles and a tough regulatory environment.
The all-stock deal would see T-Mobile, which has a market value of $55 billion, take control of Sprint, which has a market value of $26 billion, both based on Friday’s closing prices. The two companies also have about $60 billion of combined net debt.
The combined company, which would be called T-Mobile, would be run by T-Mobile CEO John Legere.
Under the deal, T-Mobile will exchange 9.75 Sprint shares for each T-Mobile share. T-Mobile parent Deutsche Telekom AG will own 42% of the combined company and Sprint parent SoftBank Group will own 27%. The remaining 31% will be held by the public.
Deutsche Telekom would also control voting rights over 69% of the new company and appoint nine of its 14 directors. The companies said they hope to close the deal in the first half of 2019.
Joining forces would create a wireless provider in the same class as Verizon Communications Inc., which reported about 116 million wireless customers in the U.S. at the end of 2017, and close to AT&T Inc., which said it had 93 million wireless customers. T-Mobile and Sprint had roughly 59 million and 41 million, respectively, at the end of last year. The figures exclude some connected devices and wholesale agreements with other carriers riding atop the major carriers’ networks.
The companies will face regulatory challenges in Washington. The Justice Department sued AT&T Inc. in November to block its $85 billion takeover of Time Warner Inc., and lawyers for the two sides are making closing arguments on Monday.
In a reflection of the risk that authorities will block combination, the T-Mobile-Sprint deal doesn’t include a break-up fee that one side would owe should regulators block a tie-up, the people familiar with the matter said.
The government also has a victory under its belt: It forced AT&T Inc. and T-Mobile to abandon a planned tie-up in 2011.