T-Mobile USA's German parent, Deutsche Telekom AG, will hold a 74 percent stake, while MetroPCS Communications Inc.' shareholders will own the remainder. MetroPCS shareholders will also receive a payment of $1.5 billion.
Both companies have faltered in the highly competitive U.S. cellphone market led by Verizon Wireless and AT&T Inc. T-Mobile had 33.2 million subscribers, well behind No. 3 Sprint Nextel Corp's 56 million. MetroPCS was even further back, ranking fifth with 9.3 million.
Getting more access to airwaves was the main reason AT&T tried to buy T-Mobile for $39 billion last year. But that deal was shot down by regulators, which said competition would suffer if the second-largest cellphone company were to gobble up the fourth.
Deutsche Telekom said the combined T-Mobile-MetroPCS would have revenue of $24.8 billion based on analysts' estimates. The deal is also expected to lead to $6 billion to $7 billion in combined savings.
The deal still awaits approval of shareholders of both companies and will require government OKs. But the regulatory concerns this time appear set to be much milder than the proposed deal involving AT&T. Both companies are relatively small, and T-Mobile USA has been losing subscribers for the past two years.
"We are committed to creating a sustainable and financially viable national challenger in the U.S., and we believe this combination helps us deliver on that commitment," Deutsche Telekom CEO Rene Obermann said in a statement.
U.S. Rep. Anna Eshoo, the ranking Democrat on the House subcommittee on communications and technology, said there's a big need for a "strong national competitor" in the wireless marketplace when two companies Verizon Wireless and AT&T dominate the space.
Even if not stalled by regulatory hurdles, a linkup would be complicated by the fact that MetroPCS and T-Mobile use different network technologies. That means MetroPCS phones would not work on T-Mobile USA's network, and vice versa. However, both companies are deploying the same fourth-generation, or 4G, technology, so they're on a path to harmonizing their networks.
Neither T-Mobile nor MetroPCS carry Apple Inc.'s iPhone, and it's unclear whether the combined company will. AT&T, Verizon and Sprint all do.
Germany's stock market was closed Wednesday because of a national holiday. But the prospect of seeing Deutsche Telekom finding a solution for its struggling U.S. business sent the stock higher Tuesday after both companies had confirmed their talks.
Shares of Dallas-based MetroPCS fell $1.35, or 10 percent, to $12.22, in trading Wednesday. It had shot up 17.8 percent on Tuesday to close at $13.57.