MetroPCS Merger Comes Through Loud and Clear

2013 Texas Legal Departments of the Year - Deal Management

, Texas Lawyer


MetroPCS Communications Inc.'s legal department, led by Mark Stachiw, cleared numerous hurdles to complete the merger of a subsidiary with T-Mobile USA Inc.

Stachiw, MetroPCS' former vice chairman, general counsel and secretary, says the deal was valued at about $32 billion, making it the largest U.S. business combination announced in 2012.

Finalized in late April, the merger climaxed a months-long effort following the announcement by Richardson-based MetroPCS Communications Inc. that it had entered into a business combination agreement on Oct. 3, 2012, with a German corporation, Deutsche Telekom, and its T-Mobile subsidiaries.

Combining T-Mobile USA, the fourth largest U.S. wireless company, with MetroPCS Wireless Inc., the fifth largest, was complicated. Melaine Klint, who served as deputy general counsel under Stachiw, says several things happened simultaneously on April 30. MetroPCS Communications, the holding company for the MetroPCS companies, changed its name to T-Mobile US Inc. MetroPCS Wireless, the operating company under MetroPCS Communications, merged with and into T-Mobile USA Inc., which is the surviving entity.

"It was a massive undertaking," Klint says.

Stachiw says the MetroPCS Communications legal department was able to handle all the issues related to the merger, in addition to a steady stream of day-to-day legal issues for the company, with only six lawyers, including him.

"The fact is, I had a great team," Stachiw says. "We were dedicated individuals."

Soren Lindstrom, a partner in K&L Gates in Dallas who has served as an outside counsel for MetroPCS Communications since 2007, says Stachiw has always juggled a lot of tasks.

"He is almost like a Renaissance lawyer," Lindstrom says. "He knows a lot about a lot of law."

Brett Govett, a Norton Rose Fulbright partner in Dallas, also has been an outside counsel for MetroPCS and worked with Stachiw. Govett says Stachiw tells people he is a generalist with respect to the law.

"He knows a lot about everything," Govett says. "He is truly the thirsty sponge."

Neither Stachiw nor Klint remained with the combined company. In August, Stachiw became managing partner, general counsel and secretary of NxGen Partners, a new private equity fund based in Dallas. Klint is seeking employment.

Agencies' Review

Before completing the merger, the MetroPCS legal department had to deal with reviews by a number of regulatory agencies.

Klint says the Securities and Exchange Commission reviewed all aspects of the transaction, as well as disclosures to shareholders, and the Federal Trade Commission and U.S. Department of Justice scrutinized the merger as required under the Hart-Scott-Rodino Act for antitrust purposes. The Federal Communications Commission reviewed the two companies' communications licenses and the territories they served to ensure the combined entity would not be anti-competitive. State regulatory agencies, such as the Public Utility Commission of Texas, also conducted reviews, she says.

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