On September 13, T-Mobile filed a public interest statement with the FCC in support of its proposed merger with US Cellular. If approved, the T-Mobile/UScellular transaction likely would produce pro-competitive results. The merger would benefit UScellular subscribers by giving them access to a 5G mobile wireless network with faster speeds and higher data capacity. It also would enhance residential broadband competition by expanding consumer access in UScellular's service regions, especially in rural areas. On its face, the proposed combination does not appear to pose any significant competitive harm. The Commission should conduct a timely review of the T-Mobile/UScellular merger and issue its decision within the agency’s 180-day shot clock.
The proposed T-Mobile/UScellular deal reportedly would result in T-Mobile acquiring UScellular's wireless operations, subscribers, and about 30% of its spectrum licenses for $4.4 billion. UScellular is a multi-regional wireless provider that serves about 4.5 million subscribers – or about 1% of the nation’s mobile wireless services market. Its subscribership has been declining in recent years. Strong competition from cable hybrid wireless mobile virtual network operators (MVNOs) Spectrum Mobile and Xfinity Mobile partly account for US Cellular's declines. Moreover, UScellular has lagged behind AT&T, T-Mobile, and Verizon – the three major nationwide mobile wireless providers in 5G network deployment.
Revenue reductions resulting from subscriber losses, as well as the burdens of servicing $2.9 billion in debts, are limiting its resources for future network investment. If UScellular were to continue operating as a standalone mobile provider, its competitiveness would probably diminish further.
T-Mobile's public interest statement presents a prima facie case that its proposed merger with UScellular will bring public interest benefits that outweigh any potential competitive concerns. Today's dynamic wireless market provides the analytical context for the proposed T-Mobile/UScellular merger. As explained in the Free State Foundation’s June 2024 public comments to the FCC for its forthcoming 2024 Communications Marketplace Competition Report, there is effective competition among the mobile wireless segment of the broadband market. In 2022 and 2023, the three nationwide wireless providers significantly upgraded and expanded their 5G network coverage. Additionally, aspiring national provider EchoStar (which recently acquired DISH Network) announced in March of this year that its 5G network covers over 70% of the U.S. population. The large footprints of Xfinity Mobile and Spectrum Mobile also support competitive 5G wireless services to at least 16 million subscribers and counting.
Moreover, the T-Mobile/UScellular merger is unlikely to reduce wireless competition. T-Mobile faces little challenge from UScellular due to its small market share, with a footprint that spans only about 10% of the nation's geographic territory. T-Mobile is the second-largest wireless provider, with nearly 126 million total subscriptions versus UScellular's 4.5 million. T-Mobile makes its pricing and service terms on a nationwide basis, and thus UScellular's presence in a given area is unlikely to impact T-Mobile's price offerings. According to the public interest statement, T-Mobile and UScellular both have a competitive presence in only about 37% of the Cellular Marketing Areas (CMAs) that are implicated by the proposed merger. If the transaction is approved, most consumers would continue to have choices among nationwide providers T-Mobile, Verizon, and AT&T, and many consumers also would have choices among DISH Wireless and a cable wireless MVNO.
Furthermore, T-Mobile's analysis indicates that the proposed acquisition of 30% of UScellular's spectrum portfolio would not trigger the FCC's spectrum screen analytical trigger in any cellular marketing area. This presumes that T-Mobile completes planned sales of certain spectrum licenses that it currently holds in the 800 MHz and 3.45 GHz bands.
Under the terms of the proposed T-Mobile/UScellular merger, UScellular subscribers would have the option of staying on their existing rate plans. T-Mobile estimates that at least some of UScellular's subscribers would experience a price decrease by changing to comparable plans offered by T-Mobile. If correct, and given existing competition in the market, the transaction would not likely cause rates to increase for consumers.
The transfer of spectrum licenses contemplated in the proposed T-Mobile/UScellular merger triggers the FCC's review of the transaction under its public interest standard. The Commission's merger review process includes opportunity for public comments that could shed added light on the proposed transaction. The agency will undertake its examination of the representations made in the public interest statement – including information redacted from public view – and it will more closely examine the potential effects in local markets. However, at this stage of the proceeding, the T-Mobile/UScellular transaction appears to be a strong candidate for approval.
Importantly, the Commission should complete its merger review within the agency's informal 180-day shot clock. Delays in merger reviews can accelerate subscriber losses in small providers and have other harmful impacts.
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