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T-Mobile Throws MetroPCS Shareholders a Bone

By Rich Duprey - Apr 11, 2013 at 2:47PM

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Deutsche Telekom sweetens the pot to save its acquisition deal.

With a vote on its acquisition of MetroPCS (TMUS 1.65%) imminent, T-Mobile parent Deutsche Telekom (NYSE: DT) is trying to mollify angry shareholders by throwing them a bone. It's offered to reduce the debt the new company will carry, reduce the interest rate on the debt, and triple the amount of time it must hold onto the new stock before it can sell it. 

Despite having passed all the necessary regulatory hurdles, the merger is in danger of falling apart as major shareholders and institutional services alike say the deal is not favorable to MetroPCS stockholders.

While there's been a war of words going on between the major participants, T-Mobile's CEO certainly won himself no fans after calling hedge fund operator John Paulson "greedy." Particularly after Institutional Shareholder Services came out blasting the deal as well, backing the contention of Paulson and P. Schoenfeld Asset Management that because T-Mobile has so underwhelmed the markets, MetroPCS shareholders need to be better compensated for the risk of turning control over to Deutsche Telekom.

Under the original proposal, MetroPCS shareholders would be paid about $4.09 a share and receive a 26% stake in the new company.

With the merger unraveling, DT decided it needed to salve the wounds it created. It offered to reduce the debt burden of the combined company by $3.8 billion and said it would cut the interest rate it charged by half a percentage point. Additionally, it would increase from six months to 18 months the amount of time it would have to hang onto the new company's stock, but the rest of the terms apparently will remain unchanged.

While the original deal was scheduled to be voted on by MetroPCS shareholders tomorrow, that has now been pushed back to April 24 to give more time to review the deal. And while not giving any indication of which way it would fall on the new offer, at least the asset management firm has said it appreciated the olive branch.

Yet Deutsche Telekom needs this deal to go through if it ever wants to get out of the U.S. market. It previously tried by selling T-Mobile to AT&T for $39 billion, but regulators quashed it over anti-competitive concerns. Now with the proposed combined company being publicly traded, DT will finally get its exit strategy, even if it takes a year and a half to leave instead of the six months it previously envisioned.

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