SoftBank is selling off its T-Mobile stock, worth around $21 billion, with ex-Sprint CEO taking on 5 million shares and Germany’s Deutsche Telekom waiting with the option to control 51.8% of the U.S. mobile operator.
The expected transaction is complex, with analysts at New Street Research categorizing it in a Monday night note to investors as “a structure that could have only been concocted by malevolent bankers and lawyers; now we know why it took so long.”
SoftBank in March announced plans to raise $41 billion to fund share repurchases and reduce debt, and had confirmed it would sell about one-third of its T-Mobile stock via private placements and public offerings. SoftBank, as the former parent of Sprint, got its stake in T-Mobile when the two U.S. carriers successfully completed their merger earlier this year.
SoftBank owns 304.6 million shares of T-Mobile US stock, and is selling up to about 198 million or about 65% of its shares through T-Mobile as an intermediary, or middleman of sorts. According to T-Mobile, that includes about 133.5 million shares to the general investing public, with an additional 10 million shares offered to underwriters of the public offering; 19.75 million shares offered to existing shareholders, as well as 5 million sold to Marcelo Claure. Claure, the former chief executive of Sprint and current CEO of SoftBank Group International who is also a director on T-Mobile's board, is funding the purchase with a loan from Softbank, according to an 8-K filing by T-Mobile. Claure’s involvement is something New Street analysts said they were comforted by, albeit slightly. Around 30 million T-Mobile shares will be sold to a trust in a private offering.
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DT, which currently holds about a 43% stake in T-Mobile, is not purchasing any stock today. New Street had expected DT would buy at least 7% to bring its equity above 50%, with the remaining sold to the public.
Instead, DT has two options to purchase 101.5 million shares, which would increase its stake to 51.8%, giving it control of T-Mobile. Both options expire in four years on June 22, 2024.
Once the T-Mobile stock is sold to the public and if DT exercises its options, SoftBank will be left with 4.8 million shares.
“We would have preferred to see DT take on risk, but the fact that they aren’t doesn’t materially impact our thesis,” wrote the New Street team led by Jonathan Chaplin. The move is understandable, they said, as one of the call options allows DT to secure the current price for 44.9 million T-Mobile shares without having to dole out any cash today.
“This gives [DT] the ability to acquire the stake when T-Mobile has lowered leverage, reducing DT’s consolidated leverage,” wrote New Street.
Another aspect different from expectation is the size of the public offering, which the team said is a consequence of DT getting the free call option for allowing Softbank to sell shares early.
T-Mobile is getting paid $300 million to facilitate and market the public offering, and Softbank is paying any related fees and expenses. With SoftBank’s sale through the public offering, more of T-Mobile’s stock will be available to the general investing public, making it more stable. The number of shares of T-Mobile common stock isn’t increasing, so the value isn’t diluted.
In regards to the multi-pronged approach to reduce SoftBank’s 24.7% equity position, Raymond James analysts wrote Monday, “With prongs 1-3 involving ~$20B of capital on top of the $4B of senior secured debt raised last week, it has been a very busy ending to an illustrative career for CFO Braxton Carter.”