MetroPCS (NYSE:PCS) was courted by nearly a half-dozen different wireless companies, including Dish Network and Sprint Nextel (NYSE:S), prior to its Oct. 3 agreement to merge with T-Mobile USA.
In a preliminary proxy statement filed by MetroPCS with the Securities and Exchange Commission late Friday, the company details the lengthy process it went through to secure its deal with T-Mobile, which included attempts by several other wireless firms to acquire the company as well as attempts by MetroPCS to acquire spectrum from other companies. In addition, MetroPCS' statement reveals that T-Mobile's parent company, Deutsche Telekom, approached MetroPCS about a possible merger on Dec. 21, 2011, just two days after AT&T Mobility (NYSE:T) announced that it was no longer going to pursue its proposed $39 billion acquisition of T-Mobile due to opposition from regulators and the Department of Justice.
The 500-plus-page proxy statement also said that MetroPCS came close to being acquired by a wireless carrier (and a MetroPCS roaming partner), referred to as "Company G" in late February but that company's board refused to approve the deal. According to Bloomberg, citing people familiar with the matter, Sprint Nextel was "Company G." Bloomberg reported that Sprint later considered making a counteroffer to the T-Mobile bid. In fact, Walt Piecyk of BTIG Research told Bloomberg that Sprint is likely studying MetroPCS' proxy statement to see whether it should still launch a competitive bid.
The proxy statement also said that a satellite company, referred to as "Company C," made a bid for MetroPCS in August for about $4 billion. According to the Wall Street Journal, citing unidentified sources, Company C was Dish Networks. That deal later fell apart.
The proxy statement also indicates that MetroPCS tried to purchase spectrum from two different satellite companies back in early 2011 but neither of those deals came to fruition. MetroPCS also attempted to purchase spectrum from a wireless carrier, referred to as "Company E," but that company sold its spectrum to another firm.
Interestingly, the proxy statement also indicates that in mid-September, MetroPCS and T-Mobile USA were still hashing out the details of the deal, including who would be members of the merged company's executive team. Under the T-Mobile deal, Deutsche Telekom will hold 74 percent of the merged business and pay MetroPCS shareholders $1.5 billion in cash. The Deutsche Telekom executives wanted John Legere, the former chief executive officer of Global Crossing Ltd., who became CEO of T-Mobile USA in September to be the CEO of the combined company and they wanted Braxton Carter, MetroPCS' CFO, to become CFO of the combined firm and Roger Linquist, MetroPCS' CEO, to be non-executive chairman of the board.
Special Report: T-Mobile USA and MetroPCS merge: Complete coverage
MetroPCS says T-Mobile deal will allow it to expand its brand nationwide
Report: Sprint board nixes MetroPCS acquisition at the last minute
T-Mobile thrives on prepaid growth in Q3, but drops 492K postpaid subs
T-Mobile, MetroPCS ask FCC for deal approval
DT expects T-Mobile/MetroPCS deal to close in Q2
T-Mobile's Ray: Network issues complicate potential Sprint/MetroPCS deal
T-Mobile takes on Verizon, AT&T with MetroPCS buy
T-Mobile promises 20x20 MHz LTE network with MetroPCS spectrum
This article was updated Nov. 19 to include new information regarding Sprint Nextel's and Dish Network's attempts to purchase MetroPCS.