After months of negotiations, it all came down to a matter of control.

Softbank Group Corp., owner of Sprint Corp., has abandoned a long-expected merger between Sprint and Deutsche Telekom’s T-Mobile USA, citing concerns about which company would have effective control of the combined wireless carrier.

At the 11th hour, Softbank’s board of directors in Japan expressed concern the merger would leave Deutsche Telekom with majority control of Sprint’s assets and network, leaving Softbank effectively out of the U.S. market at a time when companies like Sprint and T-Mobile are preparing for the future launch of 5G wireless networks that will likely be a backbone for the future multi-billion dollar Internet of Things (IoT) marketplace. Multiple sources have told both Japanese and American newspapers that SoftBank’s founder and CEO Masayoshi Son had always been reluctant to give up control of Sprint, but had not made the issue a potential deal breaker until the talks were nearly complete and final decisions had to be made.

Deutsche Telekom considered the issue practically non-negotiable, because the international telecommunications company has relied heavily on the financial performance of T-Mobile USA to brighten its financial reports. Deutsche Telekom subsidiaries in Europe have struggled financially as a result of competition and other factors and international accounting rules require DT to have control of assets it wishes to include in its financial reports. Had T-Mobile ceded control of the merged company to Softbank, it could not include its U.S. business in its financial reports.

T-Mobile USA is regarded as the stronger of the two companies, and its German parent is very happy with its U.S. subsidiary. Most analysts argue Sprint needs the merger with T-Mobile far more than T-Mobile needs Sprint, so there was reportedly little disappointment from Deutsche Telekom over the merger talks achieving an impasse. To calm nervous investors, Softbank plans to announce it will step up its investment in Sprint to improve its network and coverage. Sprint customers have heard such promises before, but the fourth largest wireless carrier has continued to lose market share, mostly to the benefit of T-Mobile. Independent tests have shown Sprint’s network often performs worse than its three major competitors in many areas.

The FCC is preparing to pay about 1,000 TV stations and cable operators $1 billion dollars to subsidize necessary expenses to change over-the-air channels to make room for cell phone companies.

The channel changes are a result of a now-complete spectrum auction that will reallocate part of the UHF TV dial for use by cell phone companies for wireless broadband. Part of the auction proceeds will be used to reimburse TV stations and cable operators for the expenses associated with changing channel positions and equipment needed to receive those signals.

The move will significantly compress the UHF TV dial, requiring viewers to rescan their local channel lineups in what the industry is calling a “repack” of stations to closer dial positions. When complete, the UHF TV band will shrink from channels 14-51 to 14-36. Channels 38-51 are being reallocated to the wireless industry (channel 37 remains reserved for radio astronomy use only).

Some stations will need to buy a new antenna or transmitter, others may require interim or larger facilities to manage the change. The National Association of Broadcasters complains the FCC is not allocating enough money to cover what it estimates will eventually cost TV station owners $2.139 billion. TV tower rigging crews, who climb antenna towers and perform installation and maintenance services, are booked well in advance and are charging prices consistent with the urgent need to prepare for the biggest TV transition since the switch to digital broadcasting.

Because nobody is certain exactly how much the free TV repack and transition will eventually cost, the FCC intends to partly reimburse commercial stations about 52% of their costs (62% for non-commercial stations) during the first round of funding. Another $750 million is expected to be allocated for the second round of funding to cover the rest.

The agency also intends to scrutinize receipts to make certain stations are not dipping into the fund to help pay for the forthcoming transition to ATSC 3.0 broadcasting, which will eventually make current TV sets and some station equipment functionally obsolete. TV stations can only recoup expenses directly related to the repack. The FCC suspects as repack deadlines near, TV tower rigging crews could raise prices further and take a bigger percentage of the fund than station owners may realize. If costs rise out of proportion to what is now deemed reasonable, some stations may face out-of-pocket expenses the FCC will not reimburse if the fund is exhausted.

The FCC did not account for cell companies stepping in and directly assisting TV stations to vacate their existing channel positions faster than the FCC initially planned. T-Mobile, which won a large number of licenses that cannot be used until certain TV stations make channel changes, is reaching agreements with stations directly, offering incentives to move faster. In New York City, an agreement between FOX and T-Mobile will save the FCC fund almost $80 million. FOX-owned stations WWOR and WNYW will move their transmitters from the Empire State Building to One World Trade Center, allowing them to switch channel positions and make room for T-Mobile more than a year ahead of schedule.

When the repack is complete, viewers watching over-the-air will need to rescan their televisions to find their local stations once again.

A Public Service Announcement from the FCC explains the “rescanning” process to keep or receive new digital over-the-air stations. (1 minute)

As the wireless industry awaits an announcement that T-Mobile and Sprint have an agreement to merge, some on Wall Street are skeptical the merger deal will win approval, especially if Republicans lose their majority in the House and Senate in the 2018 mid-term elections.

Matthew Niknam of Deutsche Bank has warned his clients any merger deal not approved by next November is more likely to fall apart if  Democrats take back control of Congress:

“There also may be greater incentive for both sides to evaluate a potential deal sooner rather than later, given the risk that deal approval may slip beyond mid-term elections in late 2018 (with the risk that more populist/less corporate-friendly sentiment may become more pervasive in D.C.) In fact, we note that the Democrats’ ‘Better Deal’ agenda (unveiled in July 2017, targeted towards 2018 elections) highlights ongoing corporate consolidation as a threat to U.S. consumers, and proposes sharper scrutiny of potential deals.”

Nikram writes there has not been a lot of interest by cable operators to acquire Softbank’s Sprint, which has been effectively up for sale or merger for at least a year.

Fierce Wireless notes Cowen & Company Equity Research last month suggested the chance of a merger between T-Mobile and Sprint was now 60-70%, down from 80-90% originally. The reason for the pessimism is their estimate that any deal’s chance of winning approval was only about 50%. The odds get even worse if the Democrats start to check the Trump Administration’s power.

Public policy groups and well-compensated industry opinion leaders are already preparing to wage a PR war over a deal that would reduce America’s major wireless carriers to just three.

Professor Daniel Lyons, well-known for writing pro-industry research reports defending almost anything on their corporate policy wish list, is hinting at a possible strategy by the merging carriers by suggesting neither could survive without a merger.

Good analysis but incomplete. This assumes #Sprint and #TMobile would both remain viable w/o merger. I’m not convinced (either way yet). https://t.co/8WaZ2b8iJT

— Daniel Lyons (@ProfDanielLyons) October 10, 2017

Most analysts predict that with just three national wireless carriers, the U.S. wireless marketplace would more closely resemble Canada — widely seen as more carrier-friendly and expensive.

Wall Street analysts are debating exactly how many tens of thousands of jobs will be lost in a merger, and the numbers are staggering.

Jonathan Chaplin of New Street Research predicts the merger would cost the country more jobs than now exist at Sprint.

He predicts “approximately 30,000 American jobs” will be permanently lost in a merger. Together the two companies currently employ 78,000 — 28,000 at Sprint and 50,000 at T-Mobile.

Craig Moffett of MoffettNathanson Research was more conservative, predicting 20,000 job losses would come from a merger. But the impact would not be limited to just direct hire employees.

“We conservatively estimate that a total of 3,000 of Sprint and T-Mobile’s branded stores (or branded-equivalent stores) would eventually close,” Moffett’s report said.

Golden parachutes will make some executives at Sprint and T-Mobile very wealthy if a merger succeeds.

Many T-Mobile and Sprint stores are located in malls and retail “power centers” where maintaining both stores would be unnecessary. Also hard hit would be wireless tower owners and those employed to care for them. Most believe Sprint’s CDMA wireless network would eventually be decommissioned in a merger, and many of its cell sites would be mothballed. Sprint’s biggest asset is its currently unused trove of high frequency wireless spectrum it could use to deploy future 5G services, but those services would likely be provided from small cells mounted on utility poles and street lights.

The biggest winners in any deal will likely be top executives at Softbank, Sprint, and T-Mobile, Wall Street banks providing deal advisory services and financing, and shareholders, who can expect higher earnings from a less competitive marketplace. Fierce competition from T-Mobile and Sprint were both directly implicated for threatening revenues for all four wireless companies, who have had to respond to aggressive promotions by cutting prices and offering more services for less money.

The Trump Administration’s choices of Ajit Pai for Chairman of the FCC and Makan Delrahim as United States Assistant Attorney General for the Antitrust Division of the Justice Department are both widely seen as signals the White House is not going to crack down on competition-threatening merger deals. Mr. Pai has recently improved the foundation for a T-Mobile/Sprint merger by declaring the wireless industry to be suitably competitive, something required before seriously contemplating reducing the number of competitors.

Eight Democrats sent a letter to the FCC chairman last week calling on both the FCC and the Justice Department to begin an investigation into the possible merger as soon as possible, citing possible antitrust concerns.

The text of the letter:

Dear Chairman Pai and Assistant Attorney General Delrahim:

We write to ask you to begin investigating the impact of a merger between T-Mobile International and Sprint Corporation. According to Pew Research, over three-quarters of Americans now own smartphones, driven by a 12 percent increase in smartphone ownership among adults over age 65 and a 12 percent increase in smartphone ownership in households earning less than $30,000 a year since 2015. Today, smartphones are not really just phones at all. For many, they are the primary connection to the internet. An anticompetitive acquisition would increase prices, burdening American consumers, many of whom are struggling to make ends meet, or forcing them to forego their internet connection altogether. Neither outcome is acceptable.

We believe that an investigation is appropriate for three reasons. First, aggressive antitrust enforcement benefits consumers and competition in the wireless market. Second, a combination of T-Mobile and Sprint would raise significant antitrust issues and could dramatically harm consumers. Third, although a deal has not been announced, the two parties have made repeated attempts to merge, and current reports suggest they are close to an agreement. Your agencies should be in a position to fully – but expeditiously – investigate and analyze this deal should it occur.

Competition among wireless carriers has lowered prices, increased quality, and driven innovation

Consumers have benefited from competition among the four national carriers, and we have effective antitrust enforcement to thank for that competition. In the summer of 2011, the Department of Justice’s (DOJ) Antitrust Division filed suit to block AT&T’s proposed acquisition of T-Mobile despite claims that T-Mobile was a weak competitor and, without the deal, remaining options “won’t be pretty.”  The FCC likewise outlined its opposition to the deal that fall. The deal collapsed, but T-Mobile did not. It competed. It spent billions improving its network, and it offered better terms; for example, it eliminated two-year contracts and data overages. It enticed customers to switch providers by paying their termination fees. And, its competitors had to respond in kind. As William Baer, former head of DOJ’s Antitrust Division, has explained, consumers have enjoyed “much more favorable competitive conditions” since that transaction was blocked.  In May 2017, the Wall Street Journal reported that cellphone plan prices were down 12.9 percent since April 2016, the largest decline in 16 years, and attributed the drop to “intense competition” among the top cell service providers: Verizon, Sprint, T-Mobile, and AT&T.  Paul Ashworth, chief U.S. economist at Capital Economics, specifically suggested that it was caused by the “price war that has broken out among cell-phone service providers, with all the big providers now offering unlimited data plans at cheaper rates.”

Further, the fact that T-Mobile and Sprint appear to be each other’s primary competitor raises additional concerns about this potential horizontal merger. That direct competition has particularly benefited lower-income families and communities of color, many of whom rely on mobile broadband as their primary or only internet connection.  Sprint and T-Mobile have offered products and service options that are more appealing to lower-income consumers. For example, T-Mobile was the first major carrier to offer a no contract plan,  and both Sprint and T-Mobile have been leaders in offering prepaid and no credit check plans, which allow people who may have poor credit to obtain a cell plan and ultimately access the internet.

A combination of T-Mobile and Sprint would raise significant antitrust concerns

Not surprisingly, when T-Mobile and Sprint first discussed a merger in 2014, both of your predecessors expressed skepticism. William Baer stated that “[I]t’s going to be hard for someone to make a persuasive case that reducing four firms to three is actually going to improve competition for the benefit of American consumers.”  Similarly, former FCC Chairman Tom Wheeler simply explained, “[f]our national wireless providers are good for American consumers.”

What is surprising, however, is that a few years later the two companies have revived their merger talks. Whether one looks at cellphone competition as a national market or as numerous local markets, T-Mobile’s acquisition of Sprint would very likely be presumptively anticompetitive. We are concerned that this consolidation would increase prices, reduce incentives to offer new plans, and allow the remaining carriers to curtail their investment in their networks. Further, given both companies’ focus on competing for lower-income customers, the combination of Sprint and T-Mobile could disproportionately harm those consumers. In addition to potentially raising retail prices, the remaining carriers are also likely to increase prices to companies like Straight Talk, which buys bulk access to one or more of the four national carriers and advertises almost exclusively to lower-income communities.

T-Mobile and Sprint will no doubt claim that the merger will leave sufficient competition, increase cost savings, and spur investment. The agencies will need to examine these issues in depth and make the ultimate determination as to whether the effect of such a deal would be to undermine or promote competition. The very complexity of the issues only further justifies the need for the agencies to begin examining the markets and investigating the competitive dynamics sooner rather than later.

Initiating an investigation is appropriate

Although the antitrust agencies often wait for an official filing before opening an investigation, nothing requires this delay. For example, in May, the Antitrust Division announced an investigation of the possible acquisition of the Chicago Sun-Times by the owner of the Chicago Tribune.  The two companies in question here have had a longstanding interest in combining, and, according to reports, an agreement between Sprint and T-Mobile may be weeks away.

Beginning an investigation into a merger of T-Mobile and Sprint now will allow your agencies to quickly, but fully, review the agreement if it is announced. Indeed, multiple news sources are reporting that the two parties are close to a deal in principle. The likelihood of the transaction occurring combined with the serious issues that it raises provide compelling reason for DOJ and the Federal Communication Commission to begin investigating the potential transaction.

For the reasons stated above, we urge you to begin to examine this potential transaction now. Competition among four major cell phone carriers has benefited consumers with lower prices, better service, and more innovation. We are concerned that consolidation will thwart those goals. Thank you for your prompt attention to this matter.

Sincerely,

Amy Klobuchar (D-Minn.)
Al Franken (D-Minn.)
Patrick Leahy (D-Vt.)
Richard Blumenthal (D-Conn.)
Ron Wyden (D-Ore.)
Kirsten Gillibrand (D-N.Y.)
Ed Markey (D-Mass.)
Jeff Merkley (D-Ore.)

WWOR advertises itself as My 9, but the station actually transmits over UHF channel 38 and will move to channel 25 early next year.

T-Mobile today announced a partnership with FOX Television Stations to hasten channel relocation to make room for the wireless carrier’s expansion of wireless service in the 600MHz spectrum it won at auction.

As part of the agreement, FOX-owned WWOR-TV in Secaucus, N.J., will vacate its current digital UHF channel 38 in early 2018, over a year sooner than originally planned. The station will move to UHF channel 25, but most viewers will still find the channel on virtual channel 9. T-Mobile will then bring new cell service online in metropolitan New York where WWOR’s signal used to be.

T-Mobile is aggressively trying to bring its valued 600MHz spectrum online as quickly as possible because it offers the carrier and its customers expanded coverage and better reception in indoor locations. Although the FCC has set an August 2019 deadline for stations to vacate and move their channels to make way for improved cell service, T-Mobile is offering incentives to get broadcasters to make the move well before that deadline.

Earlier this year, PBS and America’s Public Television Stations announced a similar partnership with T-Mobile. The wireless carrier has offered to pay the costs for a significant number of rural TV translators to move to new channel positions to make room for T-Mobile’s cell expansion.

“We’re committed to working with broadcasters across the country to clear 600MHz spectrum, so we can preserve programming and bring increased wireless choice and competition across the country,” said Neville Ray, chief technology officer at T-Mobile.

Working with the low power television outlets is a win-win solution for T-Mobile and the stations, because some budget-constrained stations may be required to change channel positions at least twice. There are concerns that the diminishing UHF TV dial may not have room to accommodate every TV station that wants to remain on the air.

U.S. cell phone providers are facing increasing criticism they are dragging their feet on restoring cell service in Puerto Rico while Mexican-owned Claro has now successfully restored service in 28 of the territory’s 78 municipalities.

Claro Puerto Rico, owned by Mexican billionaire Carlos Slim’s America Movil, has dramatically outpaced AT&T, T-Mobile, and Sprint in getting their damaged cell phone facilities back up and running. Claro is Puerto Rico’s second most popular cell company behind AT&T.

“Claro is the only one with service here,” Francisco Portales, 47, a customer of privately held Puerto Rico-based network provider Open Mobile told a Reuters reporter while waiting outside the Claro store in Fajardo hoping to buy a phone.

Looking for a signal.

The FCC’s latest update on Tuesday reported about 88% of Puerto Rico is still without cell service, but the agency does not break down network repairs by carrier, and American providers have declared their specific restoration plans to be confidential.

While AT&T complained the lack of commercial power remained its biggest problem, Claro said it had pre-positioned generators, diesel fuel, battery backups, and vehicles 72 hours before the hurricane hit, which appears to have made all the difference in restoring service.

Sprint said late last week its towers were still standing and “largely intact” although it gave no specific information on when service might be restored. T-Mobile was more frank, reporting “it’s going to be a long road to recovery.”

Claro is not taking advantage of its position as the island’s most reliable post-hurricane carrier, allowing customers of other providers to roam on its network where a signal is available. That may be all the good publicity Claro needs to win over new customers after the hurricane damage is repaired.

Claro’s repair trucks.

Mercedes Saldana, a 54-year-old school cafeteria worker and Sprint customer is just one of many now searching shops for a Claro prepaid phone.

“I don’t have any service, none,” she said. “We don’t know when Sprint’s going to be connected again.”

Customers unwilling to switch carriers and won’t roam may have long travel times ahead of them to find a signal. Luis Pacheco, 64, was planning to drive with his wife to Canovanas — 30 to 40 minutes west — in hopes of finding a cell signal to text his daughter in California. That is the nearest community where AT&T has a signal at the moment.

Before the storm, AT&T dominated Puerto Rico with a 34% market share, followed by Claro Puerto Rico with a 26% share. T-Mobile was third with 19%, Open Mobile has 11% and Sprint 10%. Verizon Wireless has no network facilities in Puerto Rico, but travelers with Verizon phones are granted roaming access on Claro’s network.