T-Mobile closes $2.9B 800 MHz sale to Grain, takes ownership of leased 600 MHz

T-Mobile closes $2.9B 800 MHz sale to Grain, takes ownership of leased 600 MHz

T-Mobile US has completed the sale of its Sprint-derived 800 MHz spectrum licenses to private investment firm Grain Management, receiving $2.9 billion in cash and Grain's 600 MHz spectrum licenses, the company said.

The transaction closed on August 11, 2026, six weeks after the FCC's Wireless Telecommunications Bureau approved the assignments in an order released July 1 (DA 26-653, WT Docket No. 25-178).

Under the exchange, Grain acquires between 4.85 and 14 MHz of 800 MHz spectrum, varying by market, across 3,224 counties in 730 Cellular Market Areas, covering approximately 100% of the U.S. population. T-Mobile receives 10 megahertz of 600 MHz spectrum across 212 counties in 84 CMAs, covering roughly 15% of the population.

T-Mobile disclosed in its Form 10-Q for the second quarter that it was already operating the 600 MHz licenses under lease agreements with Grain prior to the transaction. The filing also states that $3.6 billion of the associated 800 MHz licenses had been classified as held for sale at cost, that the company expects an increase to its cash income tax liability of approximately $850 million, and that it may receive a share of certain future proceeds from transactions in which Grain monetizes the 800 MHz licenses, subject to conditions.

FCC attaches deployment conditions

The Bureau approved the assignments subject to construction requirements measured on a license-by-license basis, rejecting the applicants' request to measure compliance against a nationwide aggregate population figure.

Within three years of the order's release — by July 1, 2029 — Grain or any future assignee must provide reliable signal coverage and service to at least 33% of the population or 25% of the geography of each license. Within eight years, by July 1, 2034, that rises to 66% of the population or 50% of the geography.

“If Grain misses the three-year interim terrestrial requirement, the final deadline is reduced from eight years to seven years.”

Failure to meet the final requirement for a given license results in automatic termination of that license and the inability to regain it.

The applicants had initially proposed a six-year interim and twelve-year final deadline, revising to three and nine years in March 2026. The Bureau accepted the three-year interim and shortened the final deadline to eight years.

The order conditionally granted waivers of sections 90.7, 90.603 and 90.617, which had restricted the 800 MHz licenses to commercial mobile service, together with waivers of the license renewal standard at section 1.949(d)–(f) and the permanent discontinuance rule at section 1.953. Additional waivers relating to Supplemental Coverage from Space were deferred pending the identification of a satellite partner and the filing of satellite applications.

Satellite track and next deadlines

The order establishes an alternative compliance path for satellite direct-to-device service. Grain's competitive partner-selection process, administered by a neutral third party, must be completed and the FCC notified by November 5, 2026, with complete satellite applications due by December 4, 2026. Performance under that track is measured against signal-to-interference-plus-noise ratio, service availability, uplink throughput and spectral efficiency benchmarks running to 2036.

The order does not authorize direct-to-device operation, and no partner has been identified.

Background

The 800 MHz licenses came to T-Mobile through its 2020 acquisition of Sprint and were subject to divestiture under the Department of Justice Final Judgment governing that merger. DISH had agreed to purchase the 800 MHz licenses for approximately $3.6 billion. T-Mobile was then required to auction the licenses; that process ended on October 1, 2024 without reaching the $3.6 billion minimum, and the company was released from the obligation to sell.

The Rural Wireless Association petitioned to deny the Grain applications in June 2025, arguing risk of spectrum warehousing and competitive harm to rural carriers. The Bureau denied the petition. EchoStar, which had objected to associated 600 MHz spectrum manager leases, withdrew its filings in May 2026.

Grain has said it intends to make the 800 MHz spectrum available to utilities, critical-infrastructure operators and rural and regional carriers. TAP Advisors acted as financial advisor to T-Mobile, with Cleary Gottlieb Steen & Hamilton and DLA Piper as legal counsel.