Dish in Talks to Fund T-Mobile Bid

Dish Network Corp. is in talks with banks about funding a bid for T-Mobile U.S. Inc. that would include as much as $15 billion in cash, in the latest sign the takeover effort is progressing.

Dish is considering borrowing between $10 billion and $15 billion for the cash portion of a bid that would primarily be comprised of its stock, according to people familiar with the matter. The two sides are discussing a deal that would leave Deutsche Telekom AG, which controls T-Mobile, with a big minority stake in a combined company, the people said.

A deal agreement between Dish and T-Mobile isn't imminent, and it is possible there won't be one, the people cautioned. It is unclear how much Dish is considering paying for T-Mobile, which has a market value of $31 billion and is the nation's fourth-largest cellphone carrier. Dish, the country's second-largest satellite-television provider, has a market value of $34 billion.

Still, Dish's discussions with banks, and the fact that the structure of any bid is coming into focus, are a sign that the company and its unpredictable chief executive, Charlie Ergen, are moving closer to potentially buying T-Mobile after years of aborted attempts to strike a big wireless or satellite deal. Dish has consistently expressed interest in entering the wireless industry and has been amassing licenses to use wireless airwaves that a network like T-Mobile's would enable it to put to use.

Should the two sides manage to strike an agreement—and regulators and shareholders sign off—it would accelerate a wave of consolidation across the U.S. media and communications industries as companies scramble to adapt to new online offerings and keep up with rivals.

In an earlier sign that the talks are serious, negotiators for Dish and T-Mobile already agreed Mr. Ergen would be the combined company's chairman, while T-Mobile CEO John Legere would be CEO, The Wall Street Journal reported last week.

But many parties have to come into alignment before a deal can come to fruition. One of them is Deutsche Telekom, which owns 66% of T-Mobile. The German operator has for years been seeking a deal to combine T-Mobile with another company.

Under Mr. Legere, T-Mobile has transformed itself from the weakling of the wireless industry into its fastest-growing national carrier. Deutsche Telekom is likely to insist on an adequate price given that progress, and may be happy to let T-Mobile remain independent and potentially become more valuable, one of the people said. Together with Mr. Ergen's reputation for tough negotiating, that could make it difficult for the two sides ultimately to come to an agreement, the person cautioned.

A deal for T-Mobile that involved about $14 billion in cash and the rest stock could in theory leave Deutsche Telekom with a stake of around 27% in the combined company, according to an analysis done for the Journal by Moody's Investors Service analyst Neil Begley. A buyout of T-Mobile by Dish could ultimately require a more expansive financing package given that $20 billion of the wireless carrier's debt could come due in the event of a change in control that causes its credit rating to fall, Mr. Begley said.

Write to Dana Cimilluca at [e-mail], Ryan Knutson at [e-mail], Gillian Tan at [e-mail] and Shalini Ramachandran at [e-mail]

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