T Mobile and Sprint Composite.

It's been almost two years since T-Mobile and Sprint agreed to a $26 million merger in which T-Mobile, the larger of the two telecom giants, would buy Sprint, uniting the third- and fourth-largest mobile carriers in the United States.  

U.S. District Judge Victor Marrero of the Southern District of New York's decision Feb. 11 to reject state antitrust objections to the deal did away with the last major hurdle, paving the way for the two companies and their lawyers to agree on updated terms Feb. 20. It now just awaits approval from the California Public Utilities Commission in order to close as early as April.  

The deal has kept a parade of Big Law firms busy, alternately working with and squaring off against state and federal regulators to make the "new" T-Mobile, an entity with an estimated enterprise value of $146 billion, a reality. 

Leading in the deal side were Wachtell, Lipton, Rosen & Katz for T-Mobile and Morrison & Foerster for Sprint. 

But as Michael Senkowski, co-chair of DLA Piper's global telecom practice, put it, "victory has a thousand fathers." Throughout the negotiations and regulatory process, over a dozen firms have had a hand in the deal.

Senkowski, along with his wife and fellow DLA partner Nancy Victory, took the lead for T-Mobile and its parent company, Deutsche Telekom, on regulatory matters related to the FCC. Cleary, Gottlieb, Steen & Hamilton took the lead in all antitrust aspects of the deal.

"The best way to describe it is that Cleary and we, in our respective areas, were responsible for the marshaling and developing the strategies we employed."

Their cooperative approach with Mark Nelson's team at Cleary was essential to devising a working plan to push the controversial deal through with U.S. regulators and make the new super-sized T-Mobile a reality. 

Cleary, and particularly Nelson, were specifically involved in the antitrust clearance and litigation. DLA Piper took the lead on the FCC element and worked with Cleary through that process.

Nelson said he has worked with T-Mobile for over 20 years, and since the deal was announced in 2018, he and his team have been consistently working, often in conjunction with the team from DLA Piper, to create the best possible economic, security and technological reasoning for the merger. 

Senkowski said that having a solid business case for the merger as well as making sure the various legal teams were in sync was paramount. 

"There were no turf wars going on," he said. "We have done major telephony mergers in the past, and it isn't always like that."

At the heart of their argument to the government was the idea of technological innovation and scale—that the 5G network the new company could provide to consumers, along with other efficiencies in the combined company's model, would outweigh any potential anti-competitive consequences of allowing the third and fourth largest mobile carriers to become one. 

"We finally got to the stage of advocacy," Victory said. "Prior iterations didn't get to that point. We spent a lot of time nailing down our public advocacy statements about why this would be good for the U.S."

This is the second time that T-Mobile and Sprint attempted to merge. An unsuccessful bid in 2014, with Sprint being the acquiring entity, did not get to the advocacy stage, as Victory mentioned. She said the presence of 5G technology, which was not readily available in 2014, was a big change working in favor of the merger in its current iteration. 

In a last-minute change to the deal terms announced Feb. 21, Softbank Group, which owns 80% of Sprint common stock, will now deliver 11 Sprint shares for each T-Mobile share, while all other shareholders of Sprint common stock will hold to the original negotiated value of one T-Mobile share per 9.75 of Sprint.

Deutsche Telekom, the parent company of T-Mobile, will now own 43% of the new company, up from just below 42% before the amendment. Softbank will now own 24% and the remaining 33% will be publicly owned, up from 31%.

The merger is expected to close as early as April 1, and Senkowski said while working on the deal was an enjoyable experience, he is ready for a short break. 

"I have worked every day for the past 15 months," he said. "Christmas, Thanksgiving, New Year's Eve." But at least he had family close. "It helps that Nancy and I are married," he said.

Perhaps other potential merger opportunities should take note when staffing their deal teams. 

In other deal news:

Morgan Stanley/E-Trade

Wall Street comes to Main Street? Morgan Stanley, the New York-based financial giant, has agreed to purchase online investment company E-Trade for $13 billion in an all-stock transaction. E-Trade, which claims 5 million customers and over $360 billion in managed assets, will inject additional heft to Morgan Stanley's efforts to cater to the not-super-rich investor class. The merger is the largest U.S. banking buyout since the 2008 financial crisis. 

Davis Polk & Wardwell for Morgan Stanley/Skadden, Arps, Slate, Meagher & Flom for E-Trade

Kronos/Ultimate Software

Lowell, Massachusetts-based cloud company Kronos is merging with Weston, Florida-based Ultimate Software to form one of the largest cloud-based human capital management companies in the world with an estimated enterprise value of $22 billion. Private equity firm Hellman & Friedman, the largest shareholder in both companies, will now be the largest minority shareholder. Blackstone Group will be the second-largest minority investor in the new company. GIC, CPP Investments and JMI Equity will also hold interest in the new entity. 

Simpson Thacher & Bartlett for Kronos and Ultimate Software/Kirkland & Ellis for Blackstone Group

Symphony Technology Group/RSA (Dell Technologies)

Tech-specializing private equity firm Symphony Technology Group has agreed to purchase security and risk assessment company RSA from current parent company Dell for roughly $2 billion. RSA, which claims to have over 12,500 customers for its varying security products, will join a harem of over 30 companies around the globe currently under Symphony management. The merger is expected to close in roughly six to nine months. Further transaction details were not released. 

Davis, Polk & Wardwell for Symphony Technologies/Hogan Lovells for RSA (Dell Technologies)

Ally Financial/CardWorks

Digital financial services company Ally Financial has agreed to purchase Woodbury, New York-based consumer finance and lender CardWorks for $2.65 billion. A wholly owned subsidiary of CardWorks, Merrick Bank, will merge into Ally Bank. CardWorks currently has about $4.7 billion in assets and $2.9 billion in deposits. The purchase will consist of about $1.35 billion in cash and another $1.3 billion in Ally common stock. As of the end of 2019, Ally had over $180 billion in assets under its control. 

Sullivan & Cromwell for Ally Financial/Wachtell, Lipton, Rosen & Katz for CardWords/Fried, Frank, Harris, Shriver & Jacobson for Goldman Sachs (financial adviser to Ally Financial)

Franklin Templeton/Legg Mason

San Mateo, California-based Franklin Templeton has agreed to purchase investment firm Legg Mason for $4.5 billion in cash considerations. Franklin will also acquire Legg Mason's $2 billion in debt. As of Jan. 31, 2020, Legg Mason had about $806 billion in assets under management. Combined with Franklin, the combined company will have north of $1.5 trillion in assets under management.

Willkie Farr & Gallagher for Franklin Templeton/Weil, Gotshal & Manges for Legg Mason/ Skadden, Arps, Slate, Meagher & Flom as special counsel to Legg Mason/Dechert for EnTrust Global (affiliate company of Legg Mason)

Alstom/Bombardier

French rail transport multinational Alstom has agreed to purchase the train unit of Canadian industrial company Bombardier for about $8.2 billion, inclusive of debt. Bombardier, which backed out of its investment with AirBus in the manufacturing of commercial jets earlier this year, will now be left to focus strictly on business jet systems. The deal will create an entity that can compete with dominant Chinese train-makers such as CRCC. Alstom had attempted to merge with Siemens a few years back, but regulators in Brussels nixed the deal. Under a new political climate, one that sees China as a threat and the U.S. as an undependable partner. 

Cleary, Gottlieb, Steen & Hamilton for Alstom/Norton Rose Fulbright and Jones Day for Bombardier