David Miller, general counsel of T-Mobile. ()
It’s not very often a legal team has to navigate a massive acquisition while simultaneously creating a publicly traded telecommunications giant, but that’s exactly what T-Mobile US Inc.’s in-house department did last year in its deal with MetroPCS Communications Inc.
From the acquisition’s announcement in October 2012 to its closing in April 2013, T-Mobile’s legal department was “intensely focused” on the deal, David Miller, executive vice president, general counsel and secretary, said in an email. The team ensured compliance with government regulations, supporting MetroPCS’ efforts to secure shareholder approval for the deal and readying the combined companies “for life as a public corporation,” he said.
The success of the MetroPCS deal and the creation of the public ­company were particularly sweet, given that the U.S. Department of Justice in 2011 had blocked a proposed merger between AT&T Inc. and T-Mobile.
The legal tasks arising from the MetroPCS deal were vast. Miller’s team helped with the recruitment of outside directors to serve on the new company’s board and with creating board and committee charters compliant with U.S. Securities and Exchange Commission regulations. The deal, Miller said, made for some busy days — and nights, since T-Mobile in-house lawyers had to take on new roles. “Since we are not a serial acquirer and, as such, don’t have dedicated teams for acquisition-related work, we had many of our people working 80-hour weeks doing both their day job as well as working on transaction-related tasks including due diligence, integration planning, debt restructuring, litigation and transaction agreements and disclosures,” Miller said. The legal department had to build from scratch a securities and governance team led by Marc Rome, vice president for legal affairs.
For outside help, Miller turned to Adam Emmerich and DongJu Song at Wachtell, Lipton, Rosen & Katz. The team also relied on R. Michael Senkowski and Nancy Victory at Wiley Rein. Mark Nelson at Cleary Gottlieb Steen & Hamilton and Margaret Inouye at K&L Gates provided additional counsel. Miller singled out Stewart Landefeld and Eric DeJong in the Seattle office of Perkins Coie to help design and build the governance and securities “infrastructure” for the new public company, he said. Perkins Coie managing partner Robert Giles said in an email that T-Mobile’s legal department has accomplished a “trifecta” in the past two years.
“First, T-Mobile Legal helped chart a path to manage the company independently after the AT&T merger did not proceed,” Giles said. “Second, Dave and his senior leadership team helped to integrate the T-Mobile and PCS organizations into a single company with the MetroPCS merger, while rapidly creating everything that T-Mobile needed as a newly public company.” Finally, he said, “Dave, personally, plus his team have supported the efforts of its exciting new CEO, John Legere, as he leads T-Mobile into a market-disrupting position of innovation.”
Name of company: T-Mobile USA Inc.
Headquarters: Bellevue, Wash.
Number of lawyers in Seattle area and U.S.: More than 75*
Name of general counsel: David Miller
*Company declined to specify.
KEYS TO SUCCESS
► Hire smart. Bring aboard talented, careful and conscientious lawyers and staff who also have a capacity to understand and a genuine interest in your business and ­industry.
► Business first. Encourage your team to be pragmatic, balanced and business-­oriented. Continually evaluate ways to deliver even better service, even more efficiently and cost-effectively.
► Maintain perspective. Consider how your department’s operations would look to an outsider, with a potential vested interest, who is evaluating these things top to bottom.
—David Miller, general counsel