Sprint and T-Mobile to Merge, in Bid to Remake Wireless Market

T-Mobile and Sprint, in reaching a merger deal, argue that combining is the only way they can fight back against the two industry leaders, Verizon and AT&T.

Sprint and T-Mobile announced on Sunday that they had reached a deal to merge, moving to create a new telecommunications giant — and betting that regulators will finally allow the American wireless market to shrink to just three national players.

A combined company, they said, would have more than 100 million subscribers — and the resources to build out a next-generation wireless network and challenge the longtime market leaders, Verizon and AT&T.

Sprint and T-Mobile also said the merged company — which would keep the T-Mobile name and be run by T-Mobile’s chief executive, John Legere — would create thousands of jobs by building out that next-generation network and opening hundreds of new stores in rural areas.

But for consumer advocates and regulators, the big questions are these: Will there be enough competition with one fewer national wireless carrier? And will prices go up?

Sprint and T-Mobile have tried unsuccessfully to merge before. They were effectively blocked four years ago by regulators in the Obama administration who worried that shrinking the market for wireless providers would give consumers fewer choices and lead to higher prices. The companies revisited the idea of merging last year, but abandoned negotiations after failing to agree on terms.

This time, Sprint and T-Mobile have a very specific message for the Trump administration. A combination, they argue, would allow them to create a better so-called 5G network than either company could alone, at a time when the White House views a 5G wireless network as crucial for the country’s economic and national security.

The two companies also contend that the wireless business is changing, with new competitors like Comcast finding ways to enter the mobile sector. And thanks to the recent tax cuts, the companies said, they would have the financial means to keep prices low for their consumers.

“All the stars have aligned,” Marcelo Claure, Sprint’s chief executive, said in an interview. He added that the deal “allows this company to offer the best product at better prices, lower prices.”

The heads of the two companies acknowledged that winning over regulators was a top priority. In an interview, Mr. Legere said that he and Mr. Claure planned to head to Washington this week. Mr. Legere added that they did not try to “pre-sell” the transaction, although they said they had called officials at both the Federal Communications Commission and the Justice Department to inform them of the agreement before it was officially announced.

Under the terms of the deal — the companies described it as a merger but T-Mobile would effectively be buying Sprint for about $26.5 billion — T-Mobile’s controlling shareholder, Deutsche Telekom, would own 42 percent of the combined company. Mr. Claure would join its board. SoftBank of Japan, which controls Sprint and whose founder, Masayoshi Son, has long dreamed of merging the two carriers, would own 27 percent. Public shareholders would own the remainder.

Putting together the country’s third- and fourth-largest mobile service providers would be one of the most significant consolidations in the American wireless market in years.

A combined T-Mobile and Sprint, with almost 100 million retail subscribers as of Dec. 31, would put it ahead of AT&T, with 93.6 million, and not far behind Verizon’s 116.3 million. (Or, as the colorful Mr. Legere put it, the transaction would help it better compete against the companies that he has previously referred to as “dumb and dumber.”)

It is unclear how hard Verizon and AT&T will try to fight the deal, if they will at all. A spokesman for AT&T declined to comment, while a spokesman for Verizon said in a statement that it was focused on building its own 5G network, “not just a proposal that may or may not happen in the next couple of years.”

For the moment, consumers are unlikely to see much change, apart from an agreement by Sprint and T-Mobile that customers of either company could use the other company’s network. Until the deal is completed, which the carriers said they hoped would be by July of next year, they must continue to compete. That means they could potentially be adversaries in a government-run auction of 5G network airwaves, known as spectrum, that is scheduled to begin this fall.

Some Democratic lawmakers quickly questioned the merits of the deal. Senator Amy Klobuchar of Minnesota said in a statement, “I remain concerned that increased consolidation could undermine benefits to consumers.” But Gov. Jay Inslee, a Democrat from T-Mobile’s home state of Washington, tweeted that he welcomed the news of potential job creation.

T-Mobile and Sprint contend that the market looks different than it did when they last tried to combine in 2014. The need to build out 5G requires tens of billions of dollars in investments that T-Mobile and Sprint, especially, would be hard-pressed to put up on their own. And there are fresh competitors in the sector. Comcast, for example, has quickly drawn hundreds of thousands of wireless service customers by bundling mobile phones with their cable plans, even if it loses the company money.

A huge part of T-Mobile and Sprint’s push is emphasizing the future of 5G. Proponents say the superfast wireless standard would not only make downloading movies faster, but underpin huge advances in autonomous vehicles, internet-connected devices and more.

The White House has declared 5G wireless a vital national priority. In March, the Trump administration blocked a hostile bid by Singapore-based Broadcom for San Diego-based Qualcomm, citing national security concerns. Some analysts questioned whether the predominantly foreign ownership of the combined company — including SoftBank, which has business ties to Chinese companies like Huawei — poses possible national security risks.

Investing in new 5G networks as separate companies would be difficult for T-Mobile and Sprint, given their current financial situations. Sprint has about $32 billion in debt on its books, while T-Mobile generates a fraction of the cash that Verizon and AT&T do. But combining would yield some $6 billion in cost savings, especially because the companies would need to pay to run just one network instead of two, allowing them to spend more money on infrastructure.

“We can change the nature of the curve in the way the U.S. and others are investing in 5G,” Mr. Legere said in the interview. He added that he shared worries “that the U.S. is on the verge of losing the leadership it has attained” in 5G.

For consumer advocates, however, the chief worry is that a shrinking number of providers would bring an end to the innovations that T-Mobile introduced to the American wireless market since the Justice Department blocked its plan to sell itself to AT&T in 2011. Under Mr. Legere, T-Mobile cut prices, ended long-term contract requirements and promised to simplify customer bills by eliminating hidden fees and surprise taxes.

Those policies helped T-Mobile add nearly 40 million customers over the last five years, with 5 million new customers added last year alone. AT&T, Verizon and Sprint all followed suit, and in recent years the overall price of basic wireless plans has stayed flat or fallen, according to Obama-era regulators.

“The success of the four-firm market is proven for consumers in lower prices and better offerings,” said Tom Wheeler, who was the chairman of the F.C.C. when he opposed a merger between Sprint and T-Mobile in 2014. “It is hard to see how removing the competition that created improves things for consumers.”

His successor atop the F.C.C., Ajit Pai, has indicated that he is more open to letting companies join together. He has said that he was not wedded to an ideal number of wireless carriers in the market, and that his job is to approach his analysis with “humility” and an open mind.

The Trump-appointed antitrust chief at the Justice Department, Makan Delrahim, is more of a wild card, having shown concern about antitrust violations in the telecommunications industry. His team has sued to block AT&T’s bid for Time Warner, arguing that it would force consumers to pay more for content like CNN and HBO. He has also opened an investigation into allegations that Verizon and AT&T had made it difficult for consumers to switch to another provider.

And many of the Justice Department’s antitrust staff members are holdovers from 2014, when Mr. Delrahim’s predecessor also opposed Sprint and T-Mobile’s first attempt to merge. Representatives of the F.C.C. and the Justice Department declined to comment.

But the analyst Craig Moffett of the research firm MoffettNathanson said the issue of what is best for consumers is not merely a question of numbers.

“Is it lower prices,” he asked, “or more availability of advanced consumer technology?”

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