T-Mobile and Sprint are edging closer to consummating their $26.5 billion merger, as the Federal Communications Commission said Wednesday it will . The linchpin of the deal is Dish Network, which will acquire Sprint's prepaid businesses and spectrum for $5 billion, as well as get access to T-Mobile's network as part of a settlement with the wireless carriers. The deal preserves the government's goal of having four competitors, though it's unclear how wide-ranging the Dish service will be.
The news of the FCC's impending vote was expected after the Department of Justice gave its OK to the wireless tie-up last month, with Dish Network having agreed to purchase divested Sprint assets to become a new fourth wireless carrier. The FCC had already signaled in May that it would approve the deal, but it didn't take a formal vote. The three Republicans on the FCC are expected to vote in favor of the merger, while the two Democrats have said they'll vote against it.
The T-Mobile merger, which was announced more than a year ago, could bring about a seismic shift in the mobile world. Dish's emergence as a new wireless player gives consumers another potential alternative for service -- it vows to cover 70 percent of the US with 5G by 2023. T-Mobile and Sprint's combined assets could jump-start its 5G ambitions, pushing the industry further into the next-generation technology. They have also said they'll lock in prices for at least three years.
The deal requires that the FCC and the Justice Department give their blessings. But approval from these agencies doesn't mean the deal is done. T-Mobile still needs to win over more than a dozen state attorneys general suing to block the deal. They argue that the merger should be stopped because it'll harm competition and increase prices. T-Mobile said it wouldn't proceed with the closing of the deal until it settled the concerns of the state attorneys general.
If the deal is completed, the company would retain the T-Mobile name, and T-Mobile CEO John Legere and his management team would run day-to-day operations.
It comes at a time when the US carriers are bending over backward to win your business, with offers like unlimited data and freebies, such as access to Netflix. Sprint offers Hulu, Tidal and Amazon Prime with its priciest unlimited plan. Those competitive pressures have driven T-Mobile and Sprint together. And while executives from both companies promise lower prices and better service, consumer groups and analysts are skeptical.
Indeed, some senators are seeking to kill the deal. T-Mobile and Sprint executives have appeared before lawmakers twice to make their case. In a bid to convince regulators, T-Mobile hired a former commissioner with the Federal Communications Commission and vowed not to raise prices for three years.
Worried about how this might affect you? CNET breaks down everything you need to know about this mega mobile merger.
Why a merger?
Actually, T-Mobile and Sprint tried twice before. In 2014, Sprint parent SoftBank floated the idea of a deal with T-Mobile, but regulators and the White House were keen on keeping four national competitors.
The current administration and the FCC are more open to deals, which is why both sides got close to a deal in 2017. The deal fell apart in late 2017 when SoftBank and T-Mobile parent Deutsche Telekom couldn't agree on how much control each side would get.
So this deal is a slam dunk, right?
Nope. Since the deal was announced more than a year ago, analyst opinions on whether the merger would get regulatory approval hovered around 50-50. The odds improved when the FCC threw its support behind the deal. But the DOJ concerns left some doubt on the outcome. Remember, the government sued to kill a deal between AT&T and Time Warner, and those two companies weren't competing against each other. The DOJ ultimately lost that case.
T-Mobile and Sprint have pushed the idea that the merger would create jobs, largely thanks to the combined company's investment in 5G. In January, they said they'd build five customer service centers after the deal closed. They've also promised to freeze prices for the next three years. And they've been promising a nationwide build-out of their 5G network, along with a new service to offer rural broadband customers a fixed wireless broadband solution.
The company codified those promises in a deal with the FCC in exchange for the agency's support. But even after the DOJ settlement, there are the. A group of 13 state attorneys general and the District of Columbia, led by New York Attorney General Letitia James and California Attorney General Xavier Becerra, filed or joined a multistate lawsuit last month claiming the merger would "deprive consumers of the benefits of competition and drive up prices for cellphone services."
Attorneys general from Nebraska, Kansas, Ohio, Oklahoma and South Dakota signed on to the Justice Department settlement. New York and California, however, have said they plan to continue with their suits.
What's the deal the Justice Department has hammered out?
The Justice Department is positioning Dish as a potential fourth carrier in the wake of the merger. This would answer the agency's concerns that the deal would leave the US wireless market competitive with just AT&T, Verizon and T-Mobile as national players.
As, Dish would buy additional wireless spectrum from Sprint and T-Mobile so that it could build its own wireless network. Sprint and T-Mobile would also sell Sprint's prepaid services, Boost Mobile, Virgin Mobile and Sprint prepaid, to Dish. Also as part of the deal, Dish would get a seven-year wholesale agreement to sell T-Mobile wireless service under the Dish brand while it builds out its own 5G network.
T-Mobile and Dish will also have a deal to potentially lease Dish's unused 600Mhz spectrum for use in its own 5G roll out.
Why would Dish want to strike a deal with T-Mobile?
Dish already owns billions of dollars' worth of its own spectrum, but the company has yet to build its own wireless network. Some have accused the company of hoarding valuable wireless spectrum, but it has yet to make a major announcement about the plans for its spectrum.
Prior to this deal, the company had until March 2020 to utilize the airwaves or risk losing its licenses. But as part of the agreement, the company gets an extension to June 2023, when it pledges to have a 5G network of its own that will cover 70 percent of the US population.
Purchasing the divested prepaid businesses, getting additional airwaves and adding the ability to begin offering service on the T-Mobile network while it builds its own would make it easier and more cost-effective for Dish to finally become a wireless competitor.
So Dish will be a new fourth carrier?
Yes. Although it's unclear what the service will look like beyond utilizing Sprint's prepaid business and retail stores.
Under the deal, Dish will pay $1.4 billion for the prepaid businesses and $3.6 billion for 800MHz spectrum, which is coveted because it has great range and can go through walls, even if it can't carry super-high speeds. Dish already has spectrum holdings in the 600MHz and 700MHz bands as well as some midband holdings that will allow for greater speeds, though it doesn't have the same amount of range.
"Taken together, these opportunities will set the stage for our entry as the nation's fourth facilities-based wireless competitor and accelerate our work to launch the country's first standalone 5G broadband network," Dish CEO Charlie Ergen said in a statement.
While T-Mobile CEO John Legere has called Dish a "credible competitor," many critics have doubts about Dish's commitment given its past reluctance to build out its network.
Can a newcomer jump into 5G?
Ergen told Axios that Dish will work on creating a 5G network as quickly as possible. He wants to launch Dish's first 5G network in a city by late 2020. Dish already has the spectrum it needs under the deal announced Friday.
In the meantime, Ergen told Axios, Dish will work on making the Boost brand more competitive and will expand Boost from its roots as a Sprint prepaid service by adding a so-called postpaid option that lets customers with better credit pay for service after using it each month.
What has T-Mobile promised the FCC it would do?
In May, T-Mobile negotiated a deal with the FCC that promised 5G coverage to nearly all of the US. It included build-out requirements to ensure 5G deployment in rural communities, a promise to offer wireless home broadband that could substitute for a wireline, and the divestiture of Boost Mobile.
Specifically, as part of the FCC's deal, the new T-Mobile would meet several 5G network coverage benchmarks. For instance, within three years the company will provide 5G service to 97% of the US population, and within six years 99%. For rural Americans, the coverage would be 85% within three years, and 90% within six.
T-Mobile has also promised to offer a broadband alternative to rural customers and has guaranteed that 90% of Americans will see mobile broadband service at speeds of at least 100Mbps if the deal is approved. In addition to promises for 5G rollout, T-Mobile also agreed to divest Boost Mobile, but it will keep T-Mobile's prepaid brand, Metro.
How strange is it that the FCC signaled its approval of the merger before the DOJ?
Experts say it's very strange, especially when the core issues around the merger center on antitrust concerns. It's especially unusual given that Pai has in the past deferred to the DOJ when similar issues have come up in other mergers.
The DOJ has declined to comment, except to say that it evaluates mergers by a different standard than the FCC. The FCC merely has to find whether a merger is in the "public interest." But the DOJ must investigate whether a merger violates antitrust law.
What's strange about this case is that Pai has let the DOJ take the lead on past mergers involving similar antitrust issues, suggesting that if the DOJ is satisfied a deal won't harm consumers then it must inherently be in the "public interest." This was exactly the case in 2017 when the FCC under Pai followed the Justice Department's lead in evaluating a merger between Level 3 and CenturyLink, a transaction that also relied heavily on antitrust and competition analysis. The DOJ found no antitrust concerns and approved the merger. The FCC did as well.
Chairman Pai's office also isn't commenting on why he made his support of the deal known ahead of the DOJ's final decision. But a spokesman for the agency tried to downplay the situation during a call with reporters, saying the two agencies often release statements separately.
What could happen next?
The Justice Department settlement is a huge win, but that doesn't mean the deal is completely out of the woods yet. The deal still faces lawsuits from over a dozen state attorneys general and needs approval from the California Public Utilities Commission.
"We have serious concerns that cobbling together this new fourth mobile player, with the government picking winners and losers, will not address the merger's harm to consumers, workers, and innovation," New York State Attorney General Letitia James said in a statement after the deal was announced.
"Here in California and across our coalition of states, our concerns with this merger have been, are, and continue to be about the harms posed by over-consolidation and diminished market competition," said California Attorney General Xavier Becerra. "A marketplace with fewer active competitors drives up costs, reduces consumer choice and thwarts innovation."
James and Becerra co-lead the states' fight against the deal.
Experts, however, say the asset sale to Dish and winning that Justice Department's approval will help T-Mobile fight these other lawsuits to block the merger.
What's with the hotel controversy?
The day after T-Mobile and Sprint announced the deal, several high-level T-Mobile executives opted to stay at President Donald Trump's Trump International Hotel, according to The Washington Post. Executives became frequent guests of the hotel, which critics say is an attempt to curry favor with the current administration.
Legere denied any wrongdoing in an interview in February.
OK, but how does this affect me?
When the deal closes, you'll have one less major national carrier to choose from. But you'll have Dish as an option, although right now the assets it gets focus on prepaid wireless service.
T-Mobile Chief Operating Officer Mike Sievert said in an interview that Un-carrier events are still planned for this year as the status quo remains.
Sprint customers get one near-term benefit: The company struck a roaming deal to let its customers ride on the T-Mobile network if Sprint isn't available, which should yield better coverage in more places.
What happens if the deal closes?
That's the $26 billion question. T-Mobile and Sprint promise a combined network that'll deliver better service at lower prices. They argue that their combined scale would help them build out a faster, more efficient network.
"This competition will result in lower prices for Americans," T-Mobile's Sievert said. "It will probably result in lower prices across the board."
But consumer advocacy groups are saying the deal raises red flags.
"If the national wireless market shrinks from essentially four companies to three, history suggests the negative impact on competition would mean higher prices for many people," said Jonathan Schwantes, senior policy counsel for Consumers Union.
So prices could go up?
The companies have agreed to not raise prices for three years if the deal goes through. But after that, all bets are off. There's a reason why Wall Street likes this deal: Financial analysts think the industry is a little too competitive and that removing one player could ease the pressure.
But given the entrenched positions of Verizon and AT&T, the combined company might still need to pull out all the stops to stay competitive.
"It doesn't matter if you have three or four killers in the room going at each other," said Roger Entner, a consultant with Recon Analytics. "There will be blood on the ground."
Lopez Research analyst Maribel Lopez said she doesn't buy the idea of lower prices but that she suspects pricing will remain neutral after the deal.
Didn't Sprint's Marcelo Claure say 5G would be an opportunity to increase prices?
Yep. Claure, now executive chairman of Sprint, said during a keynote address at the Mobile World Congress trade show in March that he sees 5G as an opportunity to charge more, because it would be considered a premium service.
In an interview in April 2018, Claure said the comments referred to the idea of building a 5G network for just the Sprint base. Combining T-Mobile's and Sprint's assets and building for a much larger base would mean an opportunity to lower prices.
"This changes the game," Claure said.
New Sprint CEO Michel Combes has been more conservative, and the company hasn't charged a premium for its 5G service.
What happens to existing plans?
T-Mobile's Sievert declined to comment on what the companies plan to do with many of the ultra-competitive grandfathered plans that customers have clung to. T-Mobile has generally been good about honoring existing plans within its own service, but it's unclear what it would do with Sprint's plans.
How would the migration happen?
The companies say it would take about three years to migrate customers over to the T-Mobile network. Though both companies support LTE, T-Mobile's older network is based on a technology called GSM, and Sprint's is based on CDMA -- two incompatible networks.
Eventually, the idea is to get everyone onto the T-Mobile network.
What about 5G?
One of the critical parts of T-Mobile and Sprint's argument for merging is the move to 5G. The companies say neither can build the 5G network they want without a combination, though that hardly would've been the rhetoric had you asked either side before this deal was announced.
The case for 5G leadership is tailor-made for the White House, which killed a proposed takeover of Qualcomm by Singapore-based Broadcom because it threatened the US' position in regard to the next-generation wireless technology.
T-Mobile and Sprint say they'll invest roughly $40 billion over the next three years on 5G, potentially creating new jobs.
"We can drag the rest of the players kicking and screaming to the prize, which is American leadership in 5G," Legere said on a call with analysts in February.
In a follow-up interview, Legere touted 5G's ability to drive value for the country.
"There's a secondary game on 5G that's yet to be played," he said, alluding to businesses that could spring up because of the faster and more responsive network.
How does this combination help with 5G?
It's all about spectrum, or the radio airwaves each company holds. T-Mobile owns a large swath of lower-frequency spectrum, which is great for covering long distances, but at lower speeds. It also has a super-high-frequency band known as millimeter wave spectrum, which gives you greater speed and capacity, but at a short range.
Sprint has plenty of spectrum in the midband, a sort of compromise between the two.
The combined portfolio of radio airwaves provides superior coverage in terms of both speed and capacity, particularly in rural areas.
"As we move forward and drive this major investment in a combined network, every dollar we spend here will be a 5G dollar," said T-Mobile Chief Technology Officer Neville Ray.
Can their 5G replace your home broadband?
Verizon has been testing 5G as a replacement for resident internet access, an idea that both T-Mobile and Sprint previously scoffed at.
But they're changing their tune. T-Mobile's Sievert said the merged companies would be able to put together a combined network that delivers average nationwide speeds of 450 megabits per second, or 15 times current average speeds. As part of its commitment to the FCC, T-Mobile has promised home broadband speeds of at least 25 Mbps with speeds averaging around 100 Mbps.
The combined network could potentially offer consumers in rural areas an alternative for home broadband service -- even if it's marketed as a wireless service. That's a key difference from Verizon's initial deployment of 5G, which is meant to be a replacement for home broadband, complete with home modem.
"It's purely a way to compete with cable, as opposed to the realities of what we're creating," Legere said.
Eli Blumenthal contributed to this story.
First published April 29, 2018.
Updates in 2019 on Feb. 13, May 22, July 3, July 5, July 26, July 27, Aug. 8: Adds background and new information.