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Deutsche Telekom, SoftBank and T‑Mobile's Master Framework Agreement Transactions

On June 22, 2020, Deutsche Telekom AG (“Deutsche Telekom”), SoftBank Group Corp. (“SoftBank”) and T‑Mobile US, Inc. (“T‑Mobile”) announced the execution of a Master Framework Agreement pursuant to which the parties are entering into a series of transactions. As of June 22, 2020, T‑Mobile had a market capitalization of approximately $133 billion, with Deutsche Telekom and SoftBank owning approximately 43% and 24%, respectively, of the outstanding T‑Mobile common stock, and with SoftBank's shares in T‑Mobile being subject to a voting proxy, lock-up and right of first refusal in favor of Deutsche Telekom. Among the transactions pursuant to the Master Framework Agreement, Deutsche Telekom granted its consent to SoftBank to allow SoftBank to monetize up to 198,314,426 shares of its T‑Mobile common stock, including through a registered public offering, an offering of mandatory exchangeable trust securities, a rights offering to public T‑Mobile shareholders not affiliated with SoftBank or Deutsche Telekom and the sale of shares to an entity controlled by Marcelo Claure; Deutsche Telekom received call options on an additional 101,491,623 shares of T‑Mobile common stock held by SoftBank; and SoftBank forfeited T‑Mobile governance rights under an amended stockholders' agreement. Cravath is representing Deutsche Telekom in connection with the transactions.

The Cravath team is led by partners Richard Hall and Andrew C. Elken and includes associates Maurio A. Fiore, Timothy N. Nguyen, Samuel A. Blaustein and Wonnie Song on M&A matters; partners Stephen L. Gordon and Kara L. Mungovan and associates Andrew T. Davis and Cecily Xi on tax matters; and of counsel Christopher J. Kelly and senior attorney Elizabeth Albert on security and derivative matters. Summer associate Charlotte Lepic also worked on M&A matters.