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T-Mobile Lawyer Tapped for Top Legal Role After Sprint Merger

March 13, 2020, 9:08 PM

The in-house lawyer who helped oversee T-Mobile US Inc.’s successful $26.5 billion takeover of Sprint Corp. last month is set to lead the combined company’s law department.

T-Mobile disclosed in a securities filing Thursday that its executive vice president, general counsel, and secretary David Miller will serve in the same role for what the company is now calling New T-Mobile.

Miller “will continue to oversee all of our legal and government affairs,” and report directly to the CEO, according to an announcement to all T-Mobile employees included in its 8-K filing. John Legere currently holds the CEO role at T-Mobile, although he will be succeeded May 1 by Mike Sievert. T-Mobile is owned by German telecommunications giant Deutsche Telekom AG.

T-Mobile’s announcement said that Miller “spent the last two years leading the regulatory process” for its combination with Sprint. Miller recently celebrated his 25th anniversary at the Bellevue, Wash.-based company, having started his career at predecessor Western Wireless, the statement said.

Miller, a Harvard Law School graduate who was promoted to general counsel at T-Mobile in 2002, did not respond to a request for comment about the structure of the New T-Mobile’s law department.

Bloomberg data shows that Miller currently owns roughly $15.92 million in T-Mobile stock. Miller was not among the five highest-paid executives at T-Mobile in 2018, according to the company’s most recent annual proxy statement filed for that fiscal year.

The mega-merger between T-Mobile and Sprint unites the third- and fourth-largest wireless carriers in the U.S., creating a company that expects to rival telecommunications industry leaders AT&T Inc. and Verizon Communications Inc.

At least a half-dozen law firms had key advisory roles on T-Mobile’s all-stock union with Sprint when it was announced in April 2018. Wachtell, Lipton, Rosen & Katz and Cleary Gottlieb Steen & Hamilton took the lead advising T-Mobile on the deal and regulatory work, respectively, while Sprint turned to Skadden, Arps, Slate, Meagher & Flom and Morrison & Foerster.

Under New Management

Sprint’s sale to T-Mobile can move forward without opposition following a decision by a group of states led by California Attorney General Xavier Becerra to drop their planned appeal of a New York federal court’s ruling in February allowing the deal to move forward.

The new slate of C-suite executives announced this week for the New T-Mobile mostly include those like Miller who had previously worked for the acquiring company.

Jorge Gracia, Sprint’s chief legal and compliance officer, was not listed as part of the new management team. Overland Park, Kan.-based Sprint hired Gracia in early 2016 from Samsung Electronics America Inc.—where he was general counsel—to replace Charles Wunsch.

Gracia did not respond to a request for comment. Bloomberg data shows that Gracia currently owns $6.51 million in Sprint stock. A summary compensation table filed by Sprint last year shows that Gracia earned nearly $3.35 million in total compensation during 2018.

Should Gracia lose his job as a result of the merger, he stands to benefit from a golden parachute pegged to Sprint’s share price. Previous securities filings by Sprint have valued Gracia’s potential exit package at between $6.8 million and $8.3 million. Within the last seven months, securities filings show that Gracia has sold nearly $4 million in Sprint stock.

Deeanne King, Sprint’s chief human resources officer, is listed as holding that same role for the New T-Mobile. Elizabeth McAuliffe, who became executive vice president of human resources at T-Mobile in 2016, is now “happily life-shifting to retirement,” according to her LinkedIn profile. McAuliffe, a former employment law partner at Davis Wright Tremaine, joined T-Mobile in 2008.

Her former firm has been a leading outside legal adviser to T-Mobile on litigation matters since 2007. Within the past three years, Davis Wright has handled nearly 8% of T-Mobile’s litigation work, second only to Alston & Bird, according to Bloomberg Law data.

Media representatives for T-Mobile did not respond to a request for comment about whether McAuliffe or Gracia would have any transitionary or advisory roles at the newly combined company.

To contact the reporter on this story: Brian Baxter in New York at bbaxter@bloomberglaw.com

To contact the editor responsible for this story: Seth Stern at sstern@bloomberglaw.com