Sprint Communications Announces Consent Solicitation with Respect to its 7.000% Guaranteed Notes due 2020
OVERLAND PARK, Kan. – June 3, 2018 – Sprint Communications, Inc. (“SCI”), a wholly-owned subsidiary of Sprint Corporation (“Sprint”) (NYSE:S, news, filings), announced today that it has commenced a consent solicitation (the “Consent Solicitation”) with respect to certain proposed amendments to the indenture, dated as of November 20, 2006 (as supplemented and amended, the “Indenture”), governing SCI’s 7.000% Guaranteed Notes due 2020 (CUSIP No. 852061AQ3 / ISIN No. USU84691AD30) (the “Notes”).
The Consent Solicitation is being conducted in connection with Sprint’s previously announced agreement to merge (the “Merger”) with a wholly-owned subsidiary of T-Mobile US, Inc. (“T-Mobile”), with Sprint surviving, after which Sprint is expected to become a direct or indirect wholly-owned subsidiary of T-Mobile USA, Inc. (“T-Mobile USA”), pursuant to that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of April 29, 2018, among Sprint, T-Mobile, SoftBank Group Corp. (“SoftBank”), Deutsche Telekom AG (“Deutsche Telekom”) and the additional parties thereto (the Merger, together with the other transactions contemplated by the Business Combination Agreement, the “T-Mobile Transaction”).
Upon the terms and subject to the conditions described in the Solicitation Materials (as defined below), SCI is soliciting consents from holders to (1) shorten the minimum notice period for the optional redemption of the Notes by SCI from 30 to three days, (2) provide for the ability of SCI to issue a conditional notice of redemption and (3) make certain technical modifications to the redemption procedures applicable to the Notes (collectively, the “Proposed Amendments”).
SCI is offering to pay each holder who validly delivers and does not validly revoke its consent to the Proposed Amendments in the manner described in the Solicitation Materials on or prior to the Expiration Time (as defined below), a cash payment equal to $1.00 per $1,000 principal amount of Notes held by such holder (collectively, the “Consent Payments”), subject to satisfaction or waiver of certain conditions, including the receipt of valid consents of a majority in aggregate principal amount of the Notes (the “Requisite Consents”) and the consummation of the T-Mobile Transaction. Neither the receipt of the Requisite Consents nor the effectiveness of the Proposed Amendments is a condition to the consummation of the T-Mobile Transaction.
Series of Notes
CUSIP Number /
7.000% Guaranteed Notes due 2020
CUSIP No. 852061AQ3 / ISIN No. USU84691AD30
$1.00 per $1,000 principal amount of the Notes
SCI anticipates that, promptly after receipt of the Requisite Consents at or prior to the Expiration Time, SCI will give notice to the Trustee that the Requisite Consents have been obtained, and SCI and the Trustee will execute the supplemental indenture to the Indenture (such time, the “Effective Time”), pursuant to which, the Proposed Amendments will become operative at the Effective Time. Holders should note that the Effective Time may be prior to the Expiration Time and holders will not be given prior notice of the Effective Time.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on June 7, 2019 (as such date may be extended by SCI in its sole discretion) (the “Expiration Time”). Payment of the Consent Payments will be made promptly after, but contingent upon, the consummation of the T-Mobile Transaction. SCI, in its sole discretion, may terminate the Consent Solicitation without the obligation to make any cash payments at any time prior to the Effective Time, whether or not the Requisite Consents have been received. Except for the Proposed Amendments, all of the existing terms of the Notes and the Indenture will remain unchanged. If the Business Combination Agreement is terminated in accordance with its terms prior to the consummation of the T-Mobile Transaction, the Proposed Amendments will cease to be operative, and the Consent Payments will not be paid.
This press release does not set forth all of the terms and conditions of the Consent Solicitation. Holders of the Notes should carefully read SCI’s Consent Solicitation Statement, dated June 3, 2019, and the accompanying materials (collectively, the “Solicitation Materials”), for a complete description of all terms and conditions before making any decision with respect to the Consent Solicitation. Neither SCI nor Sprint makes any recommendation as to whether or not any holder should consent to the Proposed Amendments. Additional information concerning the terms and conditions of the Consent Solicitation, and the procedure for delivering consents, may be obtained from the solicitation agent, J.P. Morgan Securities LLC, at (866) 834-4666 (toll-free) or (212) 834-3260 (collect). Copies of the Solicitation Materials may be obtained from the information agent, Georgeson LLC, by calling (866) 856-2826 (toll-free) or (212) 440-9800 for banks, brokers and shareholders or by email at email@example.com.
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The solicitation of consents by SCI is being made only pursuant to the Solicitation Materials. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.
Media contact: Dave Tovar, David.Tovar@sprint.com
Investor contact: Jud Henry, Investor.Relations@sprint.com
Sprint (NYSE: S) is a communications services company that creates more and better ways to connect its customers to the things they care about most. Sprint served 54.5 million connections as of March 31, 2019 and is widely recognized for developing, engineering and deploying innovative technologies, including the first wireless 4G service from a national carrier in the United States; leading no-contract brands including Virgin Mobile USA, Boost Mobile, and Assurance Wireless; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. Today, Sprint’s legacy of innovation and service continues with an increased investment to dramatically improve coverage, reliability, and speed across its nationwide network and commitment to launching a 5G mobile network in the U.S. You can learn more and visit Sprint at www.sprint.com or www.facebook.com/sprint and www.twitter.com/sprint.
Important Additional Information
In connection with the T-Mobile Transaction, T-Mobile has filed a registration statement on Form S-4 (File No. 333-226435), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 29, 2018, and which contains a joint consent solicitation statement of T-Mobile and Sprint, that also constitutes a prospectus of T-Mobile (the “joint consent solicitation statement/prospectus”), and each party has filed other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The documents filed by T-Mobile may be obtained free of charge at T-Mobile’s website, at www.t-mobile.com, or at the SEC’s website, at www.sec.gov, or from T-Mobile by requesting them by mail at T-Mobile US, Inc., Investor Relations, 1 Park Avenue, 14th Floor, New York, NY 10016, or by telephone at 212-358-3210. The documents filed by Sprint may be obtained free of charge at Sprint’s website, at www.sprint.com, or at the SEC’s website, at www.sec.gov, or from Sprint by requesting them by mail at Sprint Corporation, Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B679, Overland Park, Kansas 66251, or by telephone at 913-794-1091.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statements concerning T-Mobile, Sprint and the T-Mobile Transaction. All statements other than statements of fact, including information concerning future results, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the T-Mobile Transaction, including anticipated future financial and operating results, synergies, accretion and growth rates, T-Mobile’s, Sprint’s and the combined company’s plans, objectives, expectations and intentions, and the expected timing of completion of the T-Mobile Transaction. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the failure to obtain, or delays in obtaining, required regulatory approvals, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the T-Mobile Transaction, or the failure to satisfy any of the other conditions to the T-Mobile Transaction on a timely basis or at all; the occurrence of events that may give rise to a right of one or both of the parties to terminate the Business Combination Agreement; adverse effects on the market price of T-Mobile’s or Sprint’s common stock and on T-Mobile’s or Sprint’s operating results because of a failure to complete the T-Mobile Transaction in the anticipated timeframe or at all; inability to obtain the financing contemplated to be obtained in connection with the T-Mobile Transaction on the expected terms or timing or at all; the ability of T-Mobile, Sprint and the combined company to make payments on debt or to repay existing or future indebtedness when due or to comply with the covenants contained therein; adverse changes in the ratings of T-Mobile’s or Sprint’s debt securities or adverse conditions in the credit markets; negative effects of the announcement, pendency or consummation of the T-Mobile Transaction on the market price of T-Mobile’s or Sprint’s common stock and on T-Mobile’s or Sprint’s operating results, including as a result of changes in key customer, supplier, employee or other business relationships; significant transaction costs, including financing costs, and unknown liabilities; failure to realize the expected benefits and synergies of the T-Mobile Transaction in the expected timeframes or at all; costs or difficulties related to the integration of Sprint’s network and operations into T-Mobile; the risk of litigation or regulatory actions; the inability of T-Mobile, Sprint or the combined company to retain and hire key personnel; the risk that certain contractual restrictions contained in the Business Combination Agreement during the pendency of the T-Mobile Transaction could adversely affect T-Mobile’s or Sprint’s ability to pursue business opportunities or strategic transactions; effects of changes in the regulatory environment in which T-Mobile and Sprint operate; changes in global, political, economic, business, competitive and market conditions; changes in tax and other laws and regulations; and other risks and uncertainties detailed in the Form S-4, as well as in Sprint’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019 and in its subsequent reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov and www.sprint.com. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in or implied by such forward-looking statements. Given these risks and uncertainties, persons reading this communication are cautioned not to place undue reliance on such forward-looking statements. Sprint assumes no obligation to update or revise the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law.