The California Public Utilities Commission plans to vote April 16 on T-Mobile/Sprint, with a proposed decision coming by March 13, Administrative Law Judge Karl Bemesderfer ruled Monday in docket A.18-07-011. The carriers wanted the agency to decide at its March meeting and last week said they could close the deal as early as April 1 (see 2002200066).

The amended T-Mobile/Sprint agreement, revealed Thursday (see 2002200066), doesn’t appear to raise any concerns, New Street said Friday. The agreement extends the outside date for closing to July 1, though the carriers aim to close as early as April 1. “The only risk to Sprint equity now would be if the deal were upended through an appeal, the Tunney Act review, or the [California Public Utilities Commission] process, all of which we consider unlikely,” New Street’s Jonathan Chaplin told investors. “Sprint stock is now a cheaper way to buy New T-Mobile, though we don’t expect many investors to have much of an opportunity to get Sprint at the discount implied by yesterday’s closing prices. Nevertheless, we upgrade Sprint to Buy, for the sake of consistency.” Sprint’s stock price was up 6% Friday to close at $10.05. MoffettNathanson’s Nick Del Deo said there remain unknowns for tower companies. “Is New T-Mobile going to stick to its plan, or end up retaining or decommissioning more sites than it has laid out?” he asked: “Is Dish [Network] going to aggressively build its network, or will it defer capex to the extent possible by relying on its wholesale deal with New T-Mobile? And how many sites will it build, and at what sort of rent?” Chairman Ajit Pai, meanwhile, assured Rep. David Cicilline, D-R.I., the FCC did a thorough review of the deal. “The Commission followed the standard administrative process,” Pai said in a letter posted Friday: “The Commission compiled a voluminous record following a series of public notices seeking public input on various aspects of the transaction. Commission staff conducted an exhaustive examination of the evidence, including review of hundreds of thousands of pages of pleadings, documents, and the substantial material filed by the Applicants and third parties in response to our information requests.”

The California Public Utilities Commission should propose a T-Mobile/Sprint decision by Tuesday so commissioners can vote March 26, California Emerging Technology Fund (CETF) President Sunne Wright McPeak wrote Thursday to assigned Commissioner Cliff Rechtschaffen and Administrative Law Judge Karl Bemesderfer in docket A.18-07-011. CETF signed a pact last April with the carriers to support the deal with commitments (see 1904080041). The U.S. District Court for the Southern District of New York decided “the merger is not likely to substantially lessen competition in the market for retail mobile wireless services,” said the CETF president. “This well-reasoned conclusion based on evidence should be instructive to this Commission as it ponders the same question as to the California market.” The carriers are trying to close the deal by April 1 (see 2002200066).

T-Mobile and Sprint amended terms of their merger agreement through a unanimous vote by the companies’ boards, they said Thursday. The deal extends the outside date for closing to July 1, though carriers aim to close the deal as early as April 1, they said. A separate arrangement entered into by SoftBank Group will result in an effective exchange ratio of about 11 Sprint shares for each T-Mobile share after closing, an increase from the originally agreed 9.75 shares. SoftBank agreed to surrender about 48.8 million T-Mobile shares acquired in the transaction to New T-Mobile, making SoftBank’s effective ratio 11.31 Sprint shares per T-Mobile share, the carriers said. Other Sprint shareholders will continue to get about 9.75 Sprint shares for each T-Mobile share, they said. After SoftBank surrenders shares, Deutsche Telekom expects to hold about 43% of the new company’s shares, and SoftBank 24%, with the remaining third held by public shareholders, they said. “T-Mobile has agreed to re-issue to SoftBank the previously surrendered shares upon the achievement of certain stock price milestones by New T-Mobile during a specified measurement period, and subject to certain additional terms, as outlined in the letter agreement that will be filed by each of T-Mobile and Sprint with the SEC.”

Dialog Semiconductor signed a definitive agreement to acquire outstanding shares of Adesto Technologies, a supplier of custom integrated circuits and embedded systems for the consumer, industrial IoT, medical and communications markets, for $500 million cash. The purchase will enhance Dialog’s position in the industrial IoT market, said Dialog CEO Jalal Bagherli. The combined company will enable full systems for wearables and hearables by combining Adesto’s low-power specialty memory products with Dialog’s Bluetooth Low Energy, Wi-Fi and true wireless stereo ICs, Dialog said. It also enables future growth in the automotive market, said Dialog. The deal would also add engineering and design scale to make Dialog one of the largest custom analog mixed-signal semiconductor providers, it said. The transaction is expected to close in Q3.

Deutsche Telekom CEO Timotheus Hottges told analysts Wednesday it’s too early to say how active T-Mobile will be in a C-band auction. “Let’s figure out how the auction design will look like, when it’s going to take place,” he said. Hottges was pleased the T-Mobile/Sprint deal will soon be complete. “What an incredible journey this has been,” he said: “We see a light at the end of the tunnel, and we are now very confident that this deal is taking place with all the benefits it’s going to have for us here at Deutsche Telekom.” Chief Financial Officer Christian Illek said the deal's effect on DT’s balance sheet remains to be seen. “There is no new news because we don’t know anything further,” he said: “We will have full access to their numbers, to all of their accounting numbers and so forth, whenever we have closed. … Prior to that, we are not allowed to talk to them.”

Programmer Cinedigm bought the first tranche of stock in a deal that will see it with a 29 percent stake, valued at $68 million, in Chinese entertainment company Starrise Media, it said Tuesday. It said it plans to close on the remaining shares soon.

T-Mobile and Sprint plan to blitz California commissioner offices Wednesday as the carriers push for a proposed decision by Feb. 25 on their transaction (see 2002120003). The carriers have in-person meetings scheduled at the California Public Utilities Commission with aides to President Marybel Batjer and Commissioners Genevieve Shiroma, Liane Randolph and Cliff Rechtschaffen, said a Thursday filing in T-Mobile/Sprint review docket A.18-07-011. The carriers plan to meet in person or via videoconference that day with an aide to Commissioner Martha Guzman Aceves, said another. California is the last state standing in the deal’s way, after state attorneys general lost their challenge at U.S. District Court for the Southern District of New York (see 2002110026).

T-Mobile and Sprint urged the California Public Utilities Commission Tuesday to complete its review of their proposed deal and issue a recommended decision by Feb. 25 so the commission can vote on the transaction at its March 26 meeting. The carriers emailed assigned Commissioner Cliff Rechtschaffen and Administrative Law Judge Karl Bemesderfer a copy of Judge Victor Marrero's decision approving the combination in U.S. District Court for the Southern District of New York (see 2002110026). “The applications have now been pending before this Commission for more than 18 months, and the second round of hearings and associated briefing were completed nearly two months ago,” wrote carriers’ attorney Suzanne Toller of Davis Wright in CPUC docket A.18-07-011. “Continued delay in completing the Commission’s review in this already-lengthy proceeding would be highly prejudicial to Joint Applicants.” The SDNY decision increases pressure on Rechtschaffen and Bemesderfer to propose a decision soon, former CPUC and FCC Commissioner Rachelle Chong told us Wednesday at the NARUC Winter Summit in Washington. She works with the California Emerging Technology Fund, which signed a pact last April with the carriers to support the deal (see 1904080041). Chong doubts California Attorney General Xavier Becerra, one of the Democratic AGs who unsuccessfully challenged the transaction at SDNY, can still weigh in at CPUC because the record is closed, she said. There's momentum from federal reviews and the court decision for approving T-Mobile/Sprint, but Chong expects CPUC to follow its historical practice of applying many conditions, she said. The Utility Reform Network and other consumer advocates disagreed Wednesday that the court decision means the CPUC must speed up. "This Commission must use the record before it, developed through significant discovery, thousands of pages of testimony, and hours of hearings, to come to its conclusions," TURN Managing Director-San Diego Christine Mailloux wrote the ALJ and commissioner. "While the Commission should not bow to external pressure to hasten the pace of its review, Joint Advocates believe that the Commission could quickly come to a finding that this merger is not in the public interest."

While T-Mobile waits to see if it can complete its buy of Sprint, the bigger, would-be buying carrier Thursday reported 1.3 million branded postpaid net additions in Q4 and 4.5 million in 2019. The companies await a ruling from U.S. District Judge Victor Marrero for the Southern District of New York on the challenge of 14 states to block the transaction (see 2001150077). “The state AG trial has concluded and our team did an incredible job making our case and backing it up with the facts,” CEO John Legere said on a call with analysts: “We are 100 percent convinced that this merger will result in a more competitive market, with lower prices and a better network for customers.” T-Mobile remains “confident in a positive outcome,” Legere said: “The facts are on our side.” Legere sat in the front row of Marrero's courtroom Jan. 15 during four hours of closing argument. The California Public Utilities Commission won’t vote until at least March (see 2001290029). T-Mobile is interested in citizens broadband radio service licenses but doesn’t view them as “transformative,” Chief Technology Officer Neville Ray said: “We know a lot about CBRS already. We see it as primarily as small-cell spectrum layer” limited by power levels. T-Mobile reported record service revenue of $8.7 billion, up 6 percent over the year-ago quarter, total revenue of $11.9 billion, up 4 percent. Profit was $751 million, up 61 percent. T-Mobile has postpaid churn of 1.01 percent. Legere will step down May 1, to be replaced by Mike Sievert, currently president-chief operating officer (see 1911180038). “We gained [customer] share and were the only one to beat expectations for service revenues and adjusted EBITDA during Q4,” Sievert told analysts. T-Mobile expects Q1 deal-related costs of as much as $300 million.