S&C Advises SoftBank in $20 Billion Sale of T-Mobile Interest

July 13, 2020

On June 26, SoftBank Group Corp. completed the first step of a monetization process with respect to its stake in T-Mobile US, Inc. by raising $17 billion by selling a portion of its stake, with further steps expected to raise a further $2.5 billion by the end of July. The transactions include the largest follow-on equity offering ever completed.

SoftBank received its 25 percent stake in T-Mobile in connection with the recently completed merger of Sprint Corporation and T-Mobile. On June 22, SoftBank, T-Mobile and Deutsche Telekom entered into an agreement to facilitate SoftBank's disposition of a portion of its T-Mobile stake. The monetization transactions include:

  • a common stock offering by T-Mobile, which used the proceeds to purchase an equal number of common stock from SoftBank, generating approximately $15.6 billion for SoftBank; 
  • a mandatory exchangeable trust security offering generating approximately $1.7 billion for SoftBank; 
  • a rights offering of T-Mobile shares to existing minority T-Mobile shareholders, which, if fully subscribed, will generate approximately $2 billion for SoftBank; and
  • the purchase by Marcelo Claure, a SoftBank executive and T-Mobile board member, of 5 million shares of T-Mobile, which used the proceeds to purchase an equal number of shares from SoftBank, generating $515 million in proceeds for SoftBank. 
Upon the completion of the monetization transactions, SoftBank will hold an 8.6 percent stake in T-Mobile, the substantial majority of which will be subject to call options granted to Deutsche Telekom.

The multi-national, multi-disciplinary S&C team representing SoftBank is led by Robert DeLaMater in New York and Sarah Payne in Palo Alto. Bob Reeder, Rick Wertheim, Bill Farrar and Whitney Chatterjee advised on various securities-related matters. Jeff Hochberg advised on tax matters. John Estes, John Anselmi and Benjamin Kent advised on the margin loan portion of the transaction. Carsten Berrar and Max Birke provided German law advice and Vanessa Blackmore advised on UK law matters.