March 21 (Bloomberg) -- AT&T Inc. beat out Sprint Nextel Corp. with a $39 billion offer for T-Mobile USA after agreeing to pay mostly cash and a higher-than-average breakup fee, said three people with knowledge of the matter.
AT&T stepped up talks in past weeks to reach an agreement with Deutsche Telekom AG, T-Mobile USA’s owner, said the people, who declined to be identified because the negotiations were private. Sprint had discussed paying a lower price for T-Mobile USA and couldn’t agree with Deutsche Telekom on a valuation, the people said.
Sprint and Deutsche Telekom had been holding on and off discussions about a stock transaction that would give the Bonn-based company a major stake in the combined entity, the people said. AT&T, the second-biggest U.S. wireless provider, clinched the deal by paying about $25 billion in cash for T-Mobile USA and offering a $3 billion breakup fee, according to the people. The next step will be clearing regulatory hurdles.
“The breakup fee was very important to us in the negotiations,” Deutsche Telekom Chief Financial Officer Timotheus Hoettges said on a conference call today. “In the intensive discussions, with lawyers, economists, we concluded that we could be optimistic that we could get regulatory approval.”
Deutsche Telekom, which will also get a stake in Dallas-based AT&T, pushed for a bigger cash component in the deal, one person said. Sprint, which was unaware that Deutsche Telekom was also talking to AT&T, learned yesterday that the German company was selling the unit to its rival, said one of the people.
Bill White, a spokesman for Overland Park, Kansas-based Sprint, declined to comment on the company’s involvement. A combination of AT&T and T-Mobile would result in two companies controlling almost 80 percent of the U.S. wireless market for contract subscribers, Sprint said in a statement.
“The combination of AT&T and T-Mobile USA, if approved by the Department of Justice and Federal Communications Commission, would alter dramatically the structure of the communications industry,” Sprint said. “The DOJ and the FCC must decide if this transaction is in the best interest of consumers and the U.S. economy overall, and determine if innovation and robust competition would be impacted adversely and by this dramatic change in the structure of the industry.”
AT&T anticipates regulators will require it to divest subscribers or wireless spectrum, or both, as a condition to approving the purchase of T-Mobile USA, two people said.
Deutsche Telekom was engaged in talks about the future of T-Mobile USA with five different parties at the same time over the last couple of months, CFO Hoettges said on the conference call, without offering details. He said the agreement to sell the unit to AT&T was the best solution.
The German company started talking with advisers about its options more than a year ago and concluded that a strategy to keep T-Mobile independent in the U.S. wasn’t going to generate the most shareholder value, one person said. Deutsche Telekom and its advisers also weighed potential partnerships with Clearwire Corp. and LightSquared Inc., the person said.
AT&T Chief Executive Officer Randall Stephenson said the company had been in discussions with Deutsche Telekom for about three months.
“We studied this thing extensively over the last few months and we’re very confident it will be approved,” Stephenson said in an interview yesterday. “Very few deals offer this kind of synergy.”
The companies used automotive-themed code names as they worked on the deal: AT&T was Tesla, Deutsche Telekom was Daimler and T-Mobile was Mercury, one person said.
Knowing the deal would face regulatory obstacles, Deutsche Telekom negotiated for AT&T to pay the $3 billion and give it rights to some wireless spectrum if the deal can’t be completed, the people said. The reverse breakup fee is about 7.5 percent of the total purchase price, while the typical fee in takeovers is often closer to 3 percent.
AT&T offers T-Mobile USA a network that is more compatible than Sprint’s and plans to expand its high-speed wireless technology as part of the purchase. AT&T will offer the service to an additional 46.5 million people, helping achieve an FCC goal of making broadband available more widely, the company said.
Deutsche Telekom and AT&T’s boards approved the deal yesterday and put out a press release hours later.
AT&T was advised by JPMorgan Chase & Co., Greenhill & Co. and Evercore Partners Inc. on the deal. Morgan Stanley, Deutsche Bank AG, and Credit Suisse Group AG are advising Deutsche Telekom. Goldman Sachs Group Inc. advised Sprint.
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