	Overview

		Current Status

In March 2011, AT&T, the largest telecommunications company in the United States by market capitalization, announced an agreement to acquire T-Mobile USA (T-Mobile) from Deutsche Telekom on a debt-free basis for $25 billion in cash and $14 billion in AT&T stock, subject to the approval of the Department of Justice (DOJ) and the Federal Communications Commission (FCC). Post-merger, Deutsche Telekom would own approximately 8% of AT&T's stock. AT&T is the second-largest mobile wireless service provider in the United States; T-Mobile is the fourth-largest. The combined company would be the largest mobile wireless service provider in terms of revenues and number of subscribers. Under the terms of the agreement, if the merger is not consummated AT&T would have to pay Deutsche Telekom and T-Mobile a breakup fee of $3 billion in cash plus access to roaming and spectrum valued at an additional $3 billion. On August 31, 2011, DOJ filed a complaint with the United States District Court for the District of Columbia seeking to permanently enjoin (block) the merger. On November 29, 2011, the FCC issued an order granting the request to withdraw the applications "without prejudice"—allowing the parties to re-file applications at a later date—and concurrently released the staff report that concluded that the merger would result in significant harm to competition and that AT&T and T-Mobile had failed to demonstrate countervailing efficiencies and benefits that would result in the merger, on net, being in the public interest. The DOJ lawsuit was scheduled to go to trial in February 2012. But on December 12, 2011, in response to a request from AT&T and Deutsche Telekom that was agreed to by DOJ, the judge overseeing the lawsuit stayed the lawsuit, thereby delaying the proceedings and giving AT&T and T-Mobile time to sort out their options. On December 19, 2011, AT&T announced that it had agreed with Deutsche Telekom to end its bid to acquire T-Mobile. In a joint submission to the FCC, AT&T and T-Mobile state that combining their spectrum holdings and networks represents the most efficient way to alleviate each company's largest strategic challenge—AT&T's "network spectrum and capacity constraints" and T-Mobile's lack of a "clear path" to deployment of 4G Long Term Evolution (LTE) network technology, "the gold standard for advanced mobile broadband services"—and that this is the primary motivation for the merger. They assert that the merger would turn two companies that currently are capacity-constrained into one "efficient capacity-enhancing combination" that would have the incentive to increase output, improve quality, and lower prices. Most notably, AT&T claims the merger "will enable it to deploy LTE to more than 97% of Americans—approximately 55 million more Americans than under AT&T's current plans" to build out its LTE network to just 80% of Americans. DOJ claims the merger likely would lessen competition for consumer mobile wireless telecommunications services—from the perspective of consumers, in 97 local markets, and from the perspective of suppliers, in the national market—and also would lessen competition in the national market for enterprise and government wireless telecommunications services. It claims actual and potential competition between AT&T and T-Mobile would be eliminated; competition in general likely would be lessened; prices likely would be higher than otherwise; the quality and quantity of services likely would be lower than otherwise due to reduced incentives to invest in capacity and technology improvements; and innovation and product variation likely would be reduced. DOJ asserts that the merging parties cannot demonstrate merger-specific, cognizable efficiencies sufficient to reverse the acquisition's anticompetitive effects.
In March 2011, AT&T announced an agreement to acquire T-Mobile USA (T-Mobile) from Deutsche Telekom for $25 billion in cash and $14 billion in AT&T stock, subject to the approval of the Department of Justice (DOJ) and the Federal Communications Commission (FCC). Post-merger, Deutsche Telekom (DT) would own approximately 8% of AT&T's stock. AT&T is the second-largest mobile wireless service provider in the United States; T-Mobile is the fourth-largest. The combined company would be the largest mobile wireless service provider. Under the terms of the agreement, if the merger is not consummated AT&T would have to pay Deutsche Telekom and T-Mobile a breakup fee of $3 billion in cash plus access to roaming and spectrum valued at an additional $3 billion.
On August 31, 2011, DOJ filed a complaint with the United States District Court for the District of Columbia seeking to permanently enjoin (block) the merger. On November 22, 2011, the FCC chairman announced that he would seek to designate the proposed merger for an administrative hearing to determine whether it would be in the public interest. On November 23, 2011, AT&T and DT filed a letter withdrawing their applications for a transfer of licenses, and on November 29, 2011, the FCC granted the request to withdraw "without prejudice," allowing the parties to re-file applications at a later date. The FCC concurrently released a staff report that concluded that the merger would result in significant harm to competition and that AT&T and T-Mobile had failed to demonstrate countervailing efficiencies and benefits that would result in the merger, on net, being in the public interest. AT&T and Deutsche Telekom have announced that they still plan to pursue the merger, that they "vigorously contest" the DOJ complaint, and that they plan to resubmit applications for the transfer of licenses from Deutsche Telekom to AT&T at a later date, most likely when the DOJ lawsuit has been resolved. The lawsuit was scheduled to go to trial in February 2012. But on December 12, 2011, in response to a request from AT&T and DT that was agreed to by DOJ, the judge overseeing the lawsuit stayed the lawsuit, thereby delaying the proceedings and giving AT&T and T-Mobile time to sort out their options. On December 19, 2011, AT&T agreed with DT to end its bid to acquire T-Mobile.
AT&T and T-Mobile state that combining their spectrum holdings and networks represents the most efficient way to alleviate each company's largest strategic challenge—AT&T's "network spectrum and capacity constraints" and T-Mobile's lack of a "clear path" to deployment of 4G Long Term Evolution (LTE) network technology, "the gold standard for advanced mobile broadband services." They assert that the merger would turn two companies that currently are capacity-constrained into "an efficient capacity-enhancing combination" that would have the incentive to increase output, improve quality, and lower prices. AT&T claims the merger "will enable it to deploy LTE to more than 97% of Americans—approximately 55 million more Americans than under AT&T's current plans" to build out its LTE network to just 80% of Americans. DOJ claims the merger likely would lessen competition for consumer mobile wireless telecommunications services—from the perspective of consumers, in 97 local markets, and from the perspective of suppliers, in the national market—and also would lessen competition in the national market for enterprise and government wireless telecommunications services. It claims actual and potential competition between AT&T and T-Mobile would be eliminated; competition in general likely would be lessened; prices likely would be higher than otherwise; the quality and quantity of services likely would be lower than otherwise due to reduced incentives to invest in capacity and technology improvements; and innovation and product variation likely would be reduced. DOJ asserts that the merging parties cannot demonstrate merger-specific, cognizable efficiencies sufficient to reverse the acquisition's anticompetitive effects.