Though they reached the same decision, the FCC and DOJ took distinctly different views of mobile consolidation, with the DOJ warning of the Big Three operators’ “oligopoly”
The FCC and DOJ have cleared T-Mobile’s proposed acquisition of UScellular
On 11 July 2025, the US Federal Communications Commission (FCC) announced its approval of the proposed acquisition of UScellular by T-Mobile. The FCC’s decision came one day after the Department of Justice’s (DOJ) Antitrust Division closed its own investigation into the transaction, deciding not to seek an injunction to prevent the deal from moving ahead. With approvals in hand, T-Mobile will be able to progress in acquiring UScellular’s wireless operations, its customer base and approximately 30% of its licensed spectrum. Despite reaching the same outcome, the two regulatory bodies struck markedly different tones in describing the expected outcomes of their decisions. Brendan Carr (Chair, FCC) was optimistic in stating that the FCC’s decision is a further step forward in its plans to “unleash new builds, encourage greater investment, and expand network capacity”. Gail Slater (Assistant Attorney General, DOJ Antitrust Division) was far more measured, expressing concern about the trend towards consolidation witnessed since T-Mobile’s acquisition of Sprint in 2019 and promising that the DOJ would remain vigilant in protecting consumers’ interests and preventing potential anti-competitive conduct, particularly in relation to the growing spectrum holdings of the so-called Big Three operators (AT&T, T-Mobile and Verizon).
The FCC characterised UScellular as being under increasing pressure and unlikely to provide a sustainable competitive constraint on other mobile operators
The deal will see the combination of the US’ second and fourth largest mobile network operators, with T-Mobile adding UScellular’s approximately 4.5m connections to its base of 120m to reach an expected market share of just over 33%. The FCC saw the deal both as a transaction involving a struggling operator that is not acting as an effective competitive constraint on the national mobile market and as a move that will enhance competition in fixed broadband, with T-Mobile better able to expand its fixed wireless access (FWA) services. Describing UScellular as a multi-regional operator, as opposed to a national one, the FCC found that, through its acquisition, T-Mobile would be moving into new local markets, particularly rural communities, where either AT&T or Verizon’s existing presence would provide sustained competition. The regulator also considered UScellular’s slowly declining customer base as evidence of its inability to provide sustainable competition in these markets, as well as the increasing competitive impact of the entry of cable providers, namely Comcast and Charter, into the mobile market as MVNOs. Beyond offering improved network coverage to UScellular’s customers, the FCC also found that the transaction would support T-Mobile’s ambitions to extend its FWA offerings in rural communities otherwise underserved by the fixed market. While it did not publish its analysis, the FCC nonetheless stated that it found credible evidence of the potential for the operator to add a number of new premises to its FWA-eligible base within UScellular’s spectrum holdings.
Despite approving the deal, the DOJ remains sceptical of spectrum consolidation in the US mobile market
Though the DOJ ultimately cleared the transaction, it viewed UScellular as a more important competitor in rural markets, having tailored its services to the unique (and at times unmet) needs of the communities in which it operated as “America’s locally grown wireless”. Nonetheless, the DOJ found that the operator would not likely be able to maintain the level of capex required to compete effectively and that UScellular customers would likely be subjected to a slow degradation of network quality as a result. The transaction would therefore provide UScellular’s customers near immediate access to superior speeds over the combined network and improve coverage in rural regions for existing T-Mobile customers. Notably this analysis did not include consideration of T-Mobile’s FWA offering and the implications of the deal for the fixed market. Despite ultimately closing its investigation, the agency posed the question of whether this consolidation would be viewed retrospectively as a benefit to the consumer and questioned the likely impacts on competition at the wholesale level, with MVNOs having progressively fewer choices. Regarding spectrum, the DOJ was direct and unforgiving in describing the accumulation of spectrum among the Big Three operators as a key factor in developing and maintaining their “oligopoly”. While the UScellular deal alone did not present a sufficient harm to competition that warranted intervention, the agency pledged to remain at the ready to investigate further spectrum consolidation that could impede the ability of a fourth national operator to emerge.
