Our long national nightmare is almost over. A U.S. District judge today ruled in favor of T-Mobile US’ merger with Sprint. 

The operators’ quest to merge, which began almost 22 months ago, has been held up by a group of state attorneys general that filed a lawsuit in a bid to block the merger.

Those who have opposed the merger, including labor unions and consumer watchdogs, have remained steadfast throughout the process, contending that the merger would be anticompetitive, lead to higher prices, and result in massive job losses. Indeed, fewer jobs has been a recurring consequence of almost every wave of consolidation during the last few decades in the U.S. telecom industry.

The operators cleared the final legal hurdle almost seven months after the Department of Justice (DoJ) reached a complex deal with the companies that would allow satellite television provider Dish Network to become a viable fourth nationwide operator of 5G services. The Federal Communications Commission followed that decision and formally approved the deal strictly along political party lines in October 2019.

However, one final hurdle remains — the deal can’t close until the California Public Utilities Commission gives it the go ahead. The combination also remains subject to closing conditions, including possible additional court proceedings, according to a joint statement from the operators.

Uncertainty has hung over the transaction for almost two years, oftentimes sucking the oxygen out of other industry- and market-wide dynamics. The long road to approval has also impacted domestic spending on network equipment and services, as highlighted by Ericsson and Nokia’s earnings of late. 

Sprint Declined as T-Mobile Surged

Sprint’s 5G network expansion efforts effectively ran out of gas during the summer after it fulfilled its plans to activate the service in nine markets. The operator has nearly doubled the number of potential customers that can be reached of its 5G network during the last six months, but additional cities have been off the table in the meantime.

T-Mobile activated what it describes as America’s first “nationwide” 5G network in December, covering a potential population of more than 200 million people, with a geographic footprint spanning more than 1 million square miles, including more than 5,000 cities and towns. The carrier was the last of the big four nationwide operators to deploy 5G, but it is now well in the lead in terms of 5G coverage and availability. 

However, speeds are relatively lackluster compared to the promise of 5G because T-Mobile’s 5G network primarily runs on 600 MHz spectrum. The operator also has 5G running on millimeter-wave (mmWave) spectrum, which delivers faster speeds over short distances, in seven U.S. cities.

Sprint’s spectrum holdings in the 2.5 GHz band were a prized possession and heavy factor in its courtship with T-Mobile because the mid-band spectrum essentially splits the difference between the benefits of low- and high-band spectrum, providing broad coverage and average download speeds of at least 100 Mb/s. Some operators’ mmWave 5G networks are delivering gigabit-plus speeds, but signals drop within a few hundred yards of radios in some instances.

Once T-Mobile and Sprint reached an agreement to merge in April 2018, the 5G strategies of both carriers hinged on a successful outcome. Sprint’s disastrous financial position left it with few options and its problems have worsened in the interim, but T-Mobile has thus far demonstrated its ability to be a market leader, at least in terms of 5G coverage, without the aid of Sprint or its desirable spectrum.

T-Mobile’s ability to remain a standalone entity hasn’t been questioned, but Sprint’s dire straits has made — absent a fresh infusion of cash from its majority owner SoftBank — bankruptcy or liquidation a very real possibility, according to analysts. Sprint has lost $25 billion during the past decade and ended 2019 with a total debt of $34.15 billion. 

Network Integration Plans Ready to Go

Executives at both operators have admitted that the merger process has taken longer than planned, but T-Mobile US CEO John Legere spun that as an opportunity to further prepare for the integration of the companies’ respective networks. “We have detailed integration plans and we are preparing to start deploying Sprint’s 2.5 GHz spectrum soon after closing,” he said in October 2019. 

During its earnings call last week, Legere said the deal with Sprint could still evolve after the court’s decision. “If there is a need for amendment to the [agreement], including possibly price, we would handle that very swiftly after the deal was approved,” he said. Some analysts and observers have posed the potential for T-Mobile to push for better terms.

Today’s ruling by the judge also serves up a significant victory lap for Legere, who led a dramatic turnaround for the carrier during his eight-year run at the company. He is set to leave the top job on May 1 when Mike Sievert, the company’s current president and COO, assumes the position of CEO.

The operator’s deal with the DoJ calls for Dish to pay T-Mobile US $5 billion for Sprint’s prepaid business, which includes around 9.3 million customers, partially offsetting the $26.5 billion it pledged to pay for control of Sprint. It also paves the way for Dish to acquire Sprint’s 800 MHz spectrum holdings and gain access to the enhanced T-Mobile US network for seven years as a mobile virtual network operator. 

Dish already owns licenses for vast amounts of unused spectrum and has said it intends to launch commercial 5G service in an undetermined number of markets by the end of this year. The company plans to use virtualization and software as the foundation for its 5G network, and claims it will blanket at least 70% of the U.S. population with 5G service during the first half of 2023. 

However, its vision for a completely software-defined network using virtualized network functions and equipment and software from less traditional vendors is still relatively unproven.

T-Mobile US and Sprint have committed to deploying a 5G network that covers 97% of the U.S. population within three years, and 99% of the country’s population within six years of the merger’s closing. The companies also committed to cover 90% of America’s rural residents within six years. 

Merciful End For Sprint

The deal’s approval marks an end to a turbulent and at times unpredictable period for both companies involved. AT&T abandoned a deal to acquire T-Mobile US for $39 billion in 2011, which resulted in it paying a $3 billion cancellation fee and handing over critical spectrum assets to T-Mobile US. That money and spectrum helped propel the company’s ascent in the market.

T-Mobile US and Sprint subsequently walked away from two previous attempts to merge in 2014 and 2017. The founding of T-Mobile US, which is majority owned by Deutsche Telekom, is also linked to the early days of Sprint when the company sold its GSM infrastructure to a company that was acquired by VoiceStream and later became part of T-Mobile US.

The merger also means the Sprint brand, which has roots dating back to a telegraph wire that ran along the tracks of the Southern Pacific Railroad, has reached its end. The operator is no stranger to mergers and acquisitions. During a five-year period, the network operator acquired Nextel and multiple network affiliates, but the deal for Nextel was a financial disaster — the company wrote down 82% of the $36 billion it paid for Nextel within three years of the deal’s closing.

Japan-based Softbank acquired a majority ownership stake in Sprint in 2013, and Sprint has mostly lagged behind its rivals ever since.