Five firms get call for AT&T/T-Mobile antitrust, regulatory work

Sullivan & Cromwell and Wachtell, Lipton, Rosen & Katz are serving as lead corporate counsel on AT&T's surprise $39 bn bid for T-Mobile USA, while five more Am Law 200 firms are handling the antitrust and regulatory aspects of a deal that figures to receive close scrutiny from U.S. regulators.

Cleary Gottlieb Steen & Hamilton is acting as antitrust counsel to Deutsche Telekom on the proposed sale of its Bellevue, Wash.-based T-Mobile USA unit, the nation's fourth-largest wireless carrier. The Cleary team includes partners Mark Nelson and George Cary and associates Patrick Bock and Alexander Sistla in Washington, D.C.

Bonn-based Deutsche Telekom has been a longtime client of the firm. It turned to Cleary for a drawn-out litigation battle with French telecommunications company Vivendi. Cleary also represented T-Mobile USA on its $2.4 bn acquisition, including $800 million in debt, of SunCom Wireless in late 2007.

Deutsche Telekom is one of the world's leading telecommunications companies. It first acquired T-Mobile in 2001, when the company was known as VoiceStream Wireless, for a whopping $50.7 bn in stock and cash. Since that time, T-Mobile has been a drag on its parent company, according to The New York Times.

Last year the European Commission approved the merger of Deutsche Telekom's U.K. T-Mobile unit with Orange, France Telecom's U.K.-based wireless network. As previously noted here, Clifford Chance advised Deutsche Telekom on the divestiture of its U.K. T-Mobile unit; Norton Rose represented Orange.

Richard Wiley, a name partner and chair of the communications practice at Wiley Rein, is serving as FCC - Federal Communications Commission counsel to Deutsche Telekom on the proposed sale of T-Mobile USA. Wiley served as FCC chair from 1970 to 1977 and was head of the regulator's advisory committee on advanced television service from 1987 to 1995. He's being assisted by Wiley Rein telecom chair R. Michael Senkowski and partners Nancy Victory and Eric DeSilva.

T-Mobile USA's chief legal officer and general counsel is David Miller, while Deutsche Telekom's top in-house lawyer is former Wilmer Cutler Pickering Hale and Dorr partner Manfred Balz.

Dallas-based AT&T, the nation's second-largest wireless carrier, has turned to three outside firms for antitrust and FCC work on the T-Mobile USA deal, which figures to face a fierce antitrust challenge. (The Times's DealBook has more on the transaction's regulatory hurdles.)

An Arnold & Porter team comprised of antitrust partners Richard Rosen, Wilson Mudge, and Donna Patterson, telecom partners Patrick Grant, Scott Feira, Maureen Jeffreys, and Stephanie Phillipps, and associates Brett Farley, Jason Ewart, and Michael Bernstein are advising AT&T on the acquisition of T-Mobile USA. The firm has represented AT&T, formerly known as SBC Communications, on every major telecommunications merger the company has undertaken since 2001.

Wm. Randolph Smith, cochair of the antitrust group at Crowell & Moring, also is providing regulatory advice to AT&T. He is being assisted by partner Jeane Thomas and counsel Shawn Johnson, Olivier Antoine, and Michael Van Arsdall. The firm previously advised AT&T in an antitrust settlement over its merger with SBC in 2007. Crowell also acted as lead antitrust counsel for AT&T on its $67 bn acquisition of BellSouth in 2006.

Jonathan Nuechterlein, chair of the communications practice at Wilmer, and partner Samir Jain are serving as FCC counsel to AT&T. A former deputy general counsel of the FCC, Nuechterlein has previously represented AT&T before the regulator. AT&T's general counsel is D. Wayne Watts.

AT&T has received an 18-month commitment for $20 bn in bridge financing from JPMorgan Chase, the bank's largest loan ever, to help fund the acquisition of T-Mobile USA. Simpson Thacher & Bartlett M&A partner William Curbow and finance partners William Sheehan and L. Francis Huck are advising JPMorgan. The firm is also representing JPMorgan and Greenhill & Company as financial advisers to AT&T on the proposed merger.

In its statement announcing the megadeal, T-Mobile USA put the expected completion date for a merger in the first quarter of 2012. Any final deal would vault AT&T past Verizon Wireless as the largest wireless carrier in the U.S.

(Published by The Am Law Daily - March 21, 2011)