Four Decades for Justice
June 23, 2020
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 partner Richard Hall and includes associates Maurio A. Fiore, Timothy N. Nguyen, Samuel A. Blaustein and Wonnie Song on M&A matters; partner Stephen L. Gordon 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.
Deals & Cases
June 23, 2009
On June 23, 2009, on behalf of Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Deutsche Bank Securities Inc. (“Deutsche Bank”), Cravath has successfully concluded litigation over the failed merger between Huntsman Corporation (“Huntsman”) and Hexion Specialty Chemicals, Inc. (“Hexion”). In this final chapter of the extensive litigation over the merger, Huntsman sued Credit Suisse and Deutsche Bank in state court in Conroe, Texas, claiming, among other things, that the banks had engaged in fraud and tortiously interfered with the merger agreement. Six days into a jury trial, Huntsman settled its claims.
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