T-Mobile US (NASDAQ: TMUS) and Sprint Corporation (NYSE: S) today announced they have entered into a definitive agreement to merge in an all-stock transaction at a fixed exchange ratio of 0.10256 T-Mobile shares for each Sprint share or the equivalent of 9.75 Sprint shares for each T-Mobile US share. Based on closing share prices on April 27, this represents a total implied enterprise value of approximately $59 billion for Sprint and approximately $146 billion for the combined company.
The Boards of Directors of T-Mobile and Sprint have approved the transaction. Deutsche Telekom and SoftBank Group are expected to hold approximately 42% and 27% of diluted economic ownership of the combined company, respectively, with the remaining approximately 31% held by the public.
Goodwin is serving as legal counsel to the independent Transaction Committee of the Board of Directors of Sprint Corporation in this transaction. The Goodwin team representing the Transaction Committee of Sprint is led by partners Stuart Cable and Mark Opper and also includes partners Howard Cubell, Deborah Birnbach, Andrea Agathoklis Murino, Paul Jin, Caroline Bullerjahn, Richard Matheny, and associates Morgan Mordecai, Stephanie Richards and Erin Canino.