Softbank
Sprint Nextel
Some analysts speculated that Sprint Nextel Corporation would try to thwart the planned merger of T-Mobile USA and MetroPCS Communications Inc. by launching a hostile bid for MetroPCS. Instead, Sprint Nextel agreed to sell a 70 percent stake to Softbank Corp. for $20.1 billion, in what would be the largest foreign acquisition ever by a Japanese company. The announcement came on October 15, less than two weeks after U.S. cell phone rivals T-Mobile and MetroPCS signed their deal. Sprint Nextel's 56 million subscribers make it the third-largest cell phone carrier in the United States after AT&T Inc. and Verizon Communications Inc. T-Mobile is fourth, MetroPCS sixth.
Softbank will buy $8 billion worth of shares directly from Sprint Nextel, which will use the cash to compete against its larger rivals. Softbank will also purchase another $12.1 billion in Sprint Nextel stock—about 55 percent of the target's public float—in the open market at $7.30 per share. The rest will be converted into shares of a new publicly traded entity to be called New Sprint. The stock market valued Sprint Nextel at about $17 billion, or $5.70 a share, on the afternoon of October 15, a 13 percent premium to its closing price on October 11, the last trading day before news of a possible deal broke. The parties hope to close the deal by the middle of 2013 pending approvals from regulators and Sprint Nextel shareholders.
For acquiror Softbank Corp. (Tokyo)
In-House:
General counsel Masato Suzaki.
Corporate: Dale Caldwell, David Lipkin, Jaclyn "Jackie" Liu, Brandon Parris, Kenneth Siegel, Ivan Smallwood, Robert Townsend, and Andrew Winden. Antitrust: Jeff Jaeckel and David Meyer. CFIUS: Nicholas Spiliotes. Tax: Bernie Pistillo and Eric Roose. Executive compensation: Michael Frank. Financial transactions: Peter Dopsch and Kathryn Johnstone. (Caldwell, Siegel, Smallwood, Winden, and Roose are in Tokyo; Liu, Parris, Townsend, and Pistillo are in San Francisco; Lipkin and Frank are in Palo Alto; Jaeckel, Meyer, and Spiliotes are in Washington, D.C.; Dopsch is in New York; and Johnstone is in Los Angeles.) MoFo and Mori Hamada & Matsumoto also advised Softbank on its $2.3 billion agreement to buy rival Japanese mobile carrier eAccess Ltd., a deal announced October 1, and MoFo represented Softbank as a shareholder of Alibaba Group Holding Limited when the Chinese Internet service provider agreed to buy back Yahoo! Inc.'s 40 percent stake in Alibaba earlier this year. Siegel began representing the company in the 1990s, when it invested in a number of Internet companies, including Yahoo.
Mori Hamada & Matsumoto:
Finance: Yoshifumi Kobayashi. (He is in Tokyo.) The firm took the lead on the $20 billion financing for the deal.
Corporate: Leonard Baxt. Communications: Christina Burrow, John Feore, J.G. Harrington, John Logan, and Michael Pryor. (All are in Washington, D.C.)
Potter Anderson Corroon:
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