SPRINT Corp (Form: 8-K, Received: 05/14/2018 17:14:03)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 14, 2018

SPRINT CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

1-04721

46-117005

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


6200 Sprint Parkway, Overland Park, Kansas		66251
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 564-3166

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

On May 14, 2018, Sprint Corporation (“ Sprint Corp ”) entered into the Sixth Supplemental Indenture (the “ Sprint Corp Supplemental Indenture ”) by and between Sprint Corp and The Bank of New York Mellon Trust Company, N.A. (the “ Trustee ”), which amends and supplements the Indenture, dated as of September 11, 2013, by and between Sprint Corp and the Trustee (as amended and supplemented, the “ Sprint Corp Indenture ”).

The Sprint Corp Supplemental Indenture effects certain amendments (the “ Sprint Corp Indenture Amendments ”) to the Sprint Corp Indenture pertaining to Sprint Corp’s 7.250% Notes due 2021 (CUSIP No. 85207UAE5), 7.875% Notes due 2023 (CUSIP No. 85207UAF2), 7.125% Notes due 2024 (CUSIP No. 85207UAH8), 7.625% Notes due 2025 (CUSIP No. 85207UAJ4) and 7.625% Notes due 2026 (CUSIP No. 85207UAK1) (collectively, the “ Sprint Corp Notes ” and each series of Sprint Corp Notes, a “ Sprint Corp Series ”). Holders representing at least a majority in aggregate principal amount of each Sprint Corp Series consented to the Sprint Corp Indenture Amendments.

Also on May 14, 2018, Sprint Communications, Inc., a Kansas corporation and direct subsidiary of Sprint Corp (“ SCI ”), entered into the Thirteenth Supplemental Indenture (the “ SCI Supplemental Indenture ”) by and between SCI and the Trustee, which amends and supplements the Indenture, dated as of November 20, 2016, by and between SCI and the Trustee (as amended and supplemented, the “ SCI Indenture ”).

The SCI Supplemental Indenture effects certain amendments (the “ SCI Indenture Amendments ”) to the SCI Indenture pertaining to SCI’s 7.000% Senior Notes due 2020 (CUSIP No. 852061AR1), 11.500% Senior Notes due 2021 (CUSIP Nos. 852061AM2 and 852061AH3) and 6.000% Senior Notes due 2022 (CUSIP No. 852061AS9) (collectively, the “ SCI Notes ” and each series of the SCI Notes, a “ SCI Series ”). Holders representing at least a majority in aggregate principal amount of each SCI Series consented to the SCI Indenture Amendments.

The Sprint Corp Indenture Amendments and the SCI Indenture Amendments amend the Sprint Corp Indenture pertaining to each Sprint Corp Series and the SCI Indenture pertaining to each SCI Series, respectively, to (1) to amend the definition of “Change of Control” to exclude (i) the mergers of the SoftBank US Holdcos (as defined herein) with and into Huron Merger Sub LLC (“ T-Mobile Merger Company ”), a Delaware limited liability company and a wholly owned subsidiary of T-Mobile US, Inc. (“ T-Mobile ”), if such mergers occur, (ii) the merger of T-Mobile Merger Company with and into Sprint Corp and (iii) the subsequent contribution of Sprint Corp to T-Mobile USA, Inc. (“ T-Mobile USA ”) or other transaction the result of which Sprint Corp becomes a direct or indirect wholly-owned subsidiary of T-Mobile USA, in the case of clauses (i) and (ii) above, on the terms and subject to the conditions set forth in the Business Combination Agreement, dated as of April 29, 2018, by and among Sprint Corp, T-Mobile, T-Mobile Merger Company, Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of T-Mobile Merger Company, Starburst I, Inc., a Delaware corporation (“ Starburst ”), Galaxy Investment Holdings, Inc., a Delaware corporation (“ Galaxy ” and, together with Starburst, the “ SoftBank US Holdcos ”), and for the limited purposes set forth therein, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany (“ Deutsche Telekom ”), Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands, and SoftBank Group Corp., a Japanese kabushiki kaisha (“ SoftBank ”) (the “ Change of Control Amendment ”); (2) to amend the definition of “Permitted Holder” to include SoftBank, T-Mobile, Deutsche Telekom and their affiliates and successors and certain groups of which only they are members; (3) to add a restriction on consolidations, mergers and transfers of all or substantially all property and assets of T-Mobile USA; and (4) to remove the restriction on transfers of all or substantially all property and assets of Sprint Corp or SCI, as applicable (the amendments described in clauses (2) through (4), collectively, the “ Other Amendments ”). The Change of Control Amendment became effective on March 14, 2018 and the Other Amendments will become effective immediately prior to the consummation of the T-Mobile Transaction (as defined in the Sprint Corp Supplemental Indenture and SCI Supplemental Indenture).

The Sprint Corp Supplemental Indenture and the SCI Supplemental Indenture are attached hereto as Exhibits 4.1 and 4.2, respectively. The foregoing descriptions of the Sprint Corp Supplemental Indenture and the SCI Supplemental Indenture are qualified in their entirety by reference to the full text of the Sprint Corp Supplemental Indenture and SCI Supplemental Indenture, respectively, which are incorporated herein by reference.

Item 8.01 Other Events.

On May 14, 2018, Sprint Corp issued a press release announcing expiration of its and SCI’s previously announced consent solicitations and receipt of the requisite consents to approve the Sprint Corp Indenture Amendments and the SCI Indenture Amendments, respectively. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also on May 14, 2018, Sprint Corp issued a press release announcing the commencement of a consent solicitation with respect to the outstanding 6.875% Notes due 2028 and 8.750% Notes due 2032 issued by Sprint Corp’s wholly-owned finance subsidiary, Sprint Capital Corporation. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

4.1		Sixth Supplemental Indenture, dated as of May 14, 2018, to the Indenture, dated as of September 11, 2013, between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A.

4.2		Thirteenth Supplemental Indenture, dated as of May 14, 2018, to the Indenture, dated as of November 20, 2006, between Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A.

99.1		Press Release announcing expiration of Sprint Corporation and Sprint Communications, Inc. consent solicitations, dated May 14, 2018.

99.2		Press Release announcing commencement of Sprint Capital Corporation consent solicitation, dated May 14, 2018.

Important Additional Information

In connection with the proposed transaction, T-Mobile will file a registration statement on Form S-4, which will contain a joint consent solicitation statement of T-Mobile and Sprint Corp, that also constitutes a prospectus of T-Mobile (the “ joint consent solicitation statement/prospectus ”), and each party will file other documents regarding the proposed transaction with the U.S. Securities and Exchange Commission (the “ SEC ”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE

SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. When final, a definitive copy of the joint consent solicitation statement/prospectus will be sent to T-Mobile and Sprint Corp stockholders. Investors and security holders will be able to obtain the registration statement and the joint consent solicitation statement/prospectus free of charge from the SEC’s website or from T-Mobile or Sprint Corp. The documents filed by T-Mobile with the SEC 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 . These documents may also be obtained free of charge 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 Corp with the SEC may be obtained free of charge at Sprint’s website, at www.sprint.com , or at the SEC’s website, at www.sec.gov . These documents may also be obtained free of charge 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 .

Participants in the Solicitation

T-Mobile and Sprint Corp and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of consents in respect of the proposed transaction. Information about T-Mobile’s directors and executive officers is available in T-Mobile’s proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprint Corp’s directors and executive officers is available in Sprint Corp’s proxy statement dated June 19, 2017, for its 2017 Annual Meeting of Stockholders, and in Sprint Corp’s subsequent reports on Form 8-K filed with the SEC on January 4, 2018 and January 17, 2018. Other information regarding the participants in the consent solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint consent solicitation statement/prospectus and other relevant materials to be filed with the SEC regarding the acquisition when they become available. Investors should read the joint consent solicitation statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from T-Mobile or Sprint Corp as indicated above.

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


SPRINT CORPORATION

By:		/s/ Stefan K. Schnopp
		Name: Stefan K. Schnopp
		Title: Vice President and Corporate Secretary

Date: May 14, 2018

EXHIBIT 4.1

SIXTH SUPPLEMENTAL INDENTURE

SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 14, 2018, among SPRINT CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS , the Company and the Trustee have duly executed and delivered that certain Senior Notes Indenture, dated as of September 11, 2013 (the “Indenture”), providing for the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness, to be issued in one or more series (the “Securities”);

WHEREAS , the Company, Sprint Communications, Inc., a Kansas corporation and a subsidiary of the Company, as Guarantor, and the Trustee have duly executed and delivered the (i) First Supplemental Indenture, dated as of September 11, 2013, to the Indenture, pursuant to which $2,250,000,000 aggregate principal amount of 7.250% Notes due 2021 (the “2021 Notes”) were issued and are outstanding on the date hereof (the “First Supplemental Indenture”), (ii) Second Supplemental Indenture, dated as of September 11, 2013, to the Indenture, pursuant to which $4,250,000,000 aggregate principal amount of 7.875% Notes due 2023 (the “2023 Notes”) were issued and are outstanding on the date hereof (the “Second Supplemental Indenture”), (iii) Third Supplemental Indenture, dated as of December 12, 2013, to the Indenture, pursuant to which $2,500,000,000 aggregate principal amount of 7.125% Notes due 2024 (the “2024 Notes”) were issued and are outstanding on the date hereof (the “Third Supplemental Indenture”), (iv) Fourth Supplemental Indenture, dated as of February 24, 2015, to the Indenture, pursuant to which $1,500,000,000 aggregate principal amount of 7.625% Notes due 2025 (the “2025 Notes”) were issued and are outstanding on the date hereof (the “Fourth Supplemental Indenture”), and (v) Fifth Supplemental Indenture, dated as of February 22, 2018, to the Indenture, pursuant to which $1,500,000,000 aggregate principal amount of 7.625% Notes due 2026 (the “2026 Notes” and, collectively with the 2021 Notes, the 2023 Notes, the 2024 Notes and the 2025 Notes, the “Subject Securities”) were issued and are outstanding on the date hereof (the “Fifth Supplemental Indenture” and, collectively with the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Subject Supplemental Indentures”), which, as applicable, govern the terms of the Subject Securities;

WHEREAS , on April 29, 2018, the Company, T-Mobile US, a Delaware corporation, (“T-Mobile”), Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile (“Merger Company”), Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Merger Company (“Merger Sub”), Galaxy Investment Holdings, Inc., a Delaware corporation (“Galaxy”), Starburst I, Inc., a Delaware corporation (“Starburst” and, together with Galaxy, the “SoftBank US HoldCos”), and, for the limited purposes of the covenants and representations set forth therein that are expressly obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands, and SoftBank Group Corp., a Japanese kabushiki kaisha , entered into a Business Combination Agreement (as it may be amended, supplemented or modified from time to time, the “Business Combination Agreement”), pursuant to which (i) the SoftBank US HoldCos may merge with and into Merger Company, with Merger Company continuing as the surviving entity and as a wholly owned subsidiary of T-Mobile (the “HoldCo Mergers”) and (ii) Merger Sub will merge with and into the Company, with

the Company as the surviving corporation and a wholly owned direct or indirect subsidiary of T-Mobile (the “Sprint Merger” and, together with the HoldCo Mergers (if they occur), the “Mergers”), in each case on the terms and subject to the conditions set forth in the Business Combination Agreement. Following the Mergers, T-Mobile is expected to contribute the Company to T-Mobile USA or otherwise cause the Company to become a direct or indirect wholly-owned subsidiary of T-Mobile USA (the “Contribution” and, collectively with the Mergers, the “T-Mobile Transaction”);

WHEREAS , Section 902 of the Indenture provides, among other things, that the Indenture, as amended and supplemented by the Subject Supplemental Indentures, may be amended or supplemented by a supplemental indenture thereto with the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities affected by such supplemental indenture;

WHEREAS , pursuant to the terms of the Indenture, the Company desires to amend and supplement or further amend and supplement, as applicable, (1) Section 1.02 of each of the Subject Supplemental Indentures; (2) Section 101 of the Indenture; and (3) Article VIII of the Indenture (collectively, the “Subject Amendments”), in each case on the terms set forth in the Company’s Consent Solicitation Statement dated May 7, 2018 (as amended to the date hereof, the “Consent Solicitation Statement”);

WHEREAS , the Company solicited, and has received, consents to the Subject Amendments upon the terms and subject to the conditions set forth in the Consent Solicitation Statement from Holders representing at least a majority in aggregate principal amount of each series of the outstanding Subject Securities;

WHEREAS , at and subject to the consummation of the T-Mobile Transaction, T-Mobile and T-Mobile USA will enter into a supplemental indenture to the Indenture to provide unconditional and irrevocable guarantees in respect of each series of Subject Securities;

WHEREAS , for the purposes hereinabove recited, and pursuant to due corporate action, the Company has duly determined to execute and deliver to the Trustee this Supplemental Indenture; and

WHEREAS , all conditions and requirements necessary to make this Supplemental Indenture a valid and binding instrument in accordance with its terms have been done and performed, and the execution and delivery hereof have been in all respects duly authorized.

NOW, THEREFORE , in consideration of the premises, the covenants and other agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby confirmed, the Company and the Trustee mutually covenant and agree as follows:

ARTICLE ONE

AMENDMENT TO THE SUBJECT SUPPLEMENTAL INDENTURES

Section 1.01. Effective on the date hereof, Section 1.02 of each of the Subject Supplemental Indentures is hereby amended or further amended, as applicable, by adding the following at the end of the definition of “Change of Control”:

Notwithstanding the foregoing, the T-Mobile Transaction shall not constitute a Change of Control.

Section 1.02. Effective on the date hereof, Section 1.02 of each of the Subject Supplemental Indentures is hereby amended or further amended, as applicable, by adding the following definitions:

“Business Combination Agreement” means that certain Business Combination Agreement, dated as of April 29, 2018, made by and among the Company, T-Mobile US, Inc., a Delaware corporation, Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile US, Inc., Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Huron Merger Sub LLC, Galaxy Investment Holdings, Inc., a Delaware corporation, Starburst I, Inc., a Delaware corporation, and, for the limited purposes of the covenants and representations set forth therein that are expressly obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands, and SoftBank Group Corp., a Japanese kabushiki kaisha , as it may be amended, supplemented or modified from time to time.

“T-Mobile Transaction” means the acquisition of the Company by T-Mobile US, Inc. pursuant to the Business Combination Agreement, including without limitation the Merger and the SoftBank US Mergers (each as defined in the Business Combination Agreement), the contribution of the Company to T-Mobile USA, Inc. and related transactions.

Section 1.03. Effective immediately prior to the consummation of the T-Mobile Transaction, Section 1.02 of each of the Subject Supplemental Indentures is hereby amended or further amended, as applicable, by deleting the definition of “Permitted Holder” in its entirety and replacing it with the following:

“Permitted Holders” means (i) SoftBank Corp., a Japanese kabushiki kaisha , and/or any of its successors and/or Affiliates (including any fund or collective investment vehicle for which it or any of its Affiliates serves as the general partner or managing member); (ii) T-Mobile US, Inc., a Delaware corporation, and/or any of its successors and/or Affiliates; (iii) Deutsche Telekom, AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, and/or any of its successors and/or Affiliates; and (iv) any “group” (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) the members of which include only any or all of the Permitted Holders specified in clauses (i), (ii) and (iii) above.

ARTICLE TWO

AMENDMENT TO THE INDENTURE

Section 2.01. Effective immediately prior to the consummation of the T-Mobile Transaction, Section 101 of the Indenture is hereby amended by adding the following definition:

“T-Mobile USA” means T-Mobile USA, Inc. until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “T-Mobile USA” shall mean such successor Person.

Section 2.02. Effective immediately prior to the consummation of the T-Mobile Transaction, Article VIII of the Indenture is hereby deleted in its entirety and replaced with the following:

Section 801. Company May Consolidate, Etc., Only on Certain Terms .

The Company may consolidate with or merge into any other Person only if:

(a) either (1) the Company is the surviving Person, or (2) the successor Person is a Corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any State thereof, the District of Columbia or any territory thereof and assumes the Company’s obligations under the Securities and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee, provided that in the case when such Person is not a Corporation a co-obligor of the Securities is a Corporation; and

(b) after giving effect to the transaction no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and

(c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 802. Successor Substituted .

Upon any consolidation of the Company with, or merger of the Company into, any other Person, the successor Person formed by such consolidation or into which the Company is merged shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

Section 803. T-Mobile USA May Consolidate, Etc., Only on Certain Terms .

T-Mobile USA may consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person only if:

(a) either (1) T-Mobile USA is the surviving Person, or (2) the successor Person is a Corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any State thereof, the District of Columbia or any territory thereof and assumes T-Mobile USA’s obligations under its guarantee of the Securities and the Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee; and

(b) after giving effect to the transaction no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and

(c) T-Mobile USA has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 804. Successor Substituted .

Upon any consolidation of T-Mobile USA with, or merger of T-Mobile USA into, any other Person or any conveyance, transfer or lease of all or substantially all the properties and assets of T-Mobile USA in accordance with Section 803, the successor Person formed by such consolidation or into which T-Mobile USA is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, T-Mobile USA under this Indenture with the same effect as if such successor Person had been named as T-Mobile USA herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE THREE

MISCELLANEOUS PROVISIONS

Section 3.01 Effect of Supplemental Indenture; Conflicts with Indenture . This Supplemental Indenture is executed by the Company and the Trustee upon the Company’s request, pursuant to the provisions of the Indenture, and the terms and conditions hereof shall be deemed to be part of the Indenture for all purposes. The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. Notwithstanding the foregoing, to the extent that any of the terms of this Supplemental Indenture are inconsistent with, or conflict with, the terms of the Indenture, the terms of this Supplemental Indenture shall govern.

Section 3.02 Counterparts . This Supplemental Indenture may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 3.03 Trustee . The Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company. The Trustee makes no representations and shall have no responsibility as to the validity or sufficiency of this Supplemental Indenture or the due authorization and execution hereof by the Company.

Section 3.04 Headings . The Article and Section headings contained herein are for convenience only and shall not affect the construction of this Supplemental Indenture.

Section 3.05 Governing Law . This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

[Signature page follows]

IN WITNESS WHEREOF , the parties hereto have caused this Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.


SPRINT CORPORATION

By:		/s/ Janet M. Duncan
		Name: Janet M. Duncan
		Title: Vice President and Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee


By:		/s/ Lawrence M. Kusch
Name:		Lawrence M. Kusch
Title:		Vice President

Signature Page to Sixth Supplemental Indenture

EXHIBIT 4.2

THIRTEENTH SUPPLEMENTAL INDENTURE

THIRTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 14, 2018, among SPRINT COMMUNICATIONS INC. (formerly known as Sprint Nextel Corporation), a corporation duly organized and existing under the laws of the State of Kansas (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS , the Company and the Trustee have duly executed and delivered that certain Senior Notes Indenture, dated as of November 20, 2006 (the “Indenture”), providing for the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness, to be issued in one or more series (the “Securities”);

WHEREAS , the Company, the Subsidiary Guarantors (as applicable), Sprint Corporation, a Delaware corporation and parent of the Company (the “Parent Guarantor”) (as applicable), and the Trustee have duly executed and delivered the (i) First Supplemental Indenture, dated as of November 9, 2011, to the Indenture, pursuant to which $1,000,000,000 aggregate principal amount of 11.500% Senior Notes due 2021 (the “2021 Notes”) were issued and are outstanding on the date hereof (the “First Supplemental Indenture”), (ii) Fifth Supplemental Indenture, dated as of August 14, 2012, to the Indenture, pursuant to which $1,500,000,000 aggregate principal amount of 7.000% Senior Notes due 2020 (the “2020 Notes”) were issued and are outstanding on the date hereof (the “Fifth Supplemental Indenture”), (iii) Sixth Supplemental Indenture, dated as of November 14, 2012, to the Indenture, pursuant to which $2,280,000,000 aggregate principal amount of 6.000% Senior Notes due 2022 (the “2022 Notes” and, collectively with the 2021 Notes and the 2020 Notes, the “Subject Securities”) were issued and are outstanding on the date hereof (the “Sixth Supplemental Indenture” and, collectively with the First Supplemental Indenture and the Fifth Supplemental Indenture, the “Subject Supplemental Indentures”), (iv) Seventh Supplemental Indenture, dated as of November 20, 2012, to the Indenture, pursuant to which the definition of “Change of Control” in certain supplemental indentures to the Indenture, including the First Supplemental Indenture and the Fifth Supplemental Indenture, was modified and (v) Eighth Supplemental Indenture, dated as of September 11, 2013, pursuant to which the Parent Guarantor provided an irrevocable and unconditional guarantee in respect of each series of Subject Securities, which, as applicable, govern the terms of the Subject Securities;

WHEREAS , on April 29, 2018, the Parent Guarantor, T-Mobile US, a Delaware corporation, (“T-Mobile”), Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile (“Merger Company”), Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Merger Company (“Merger Sub”), Galaxy Investment Holdings, Inc., a Delaware corporation (“Galaxy”), Starburst I, Inc., a Delaware corporation (“Starburst” and, together with Galaxy, the “SoftBank US HoldCos”), and, for the limited purposes of the covenants and representations set forth therein that are expressly obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands, and SoftBank Group Corp., a Japanese kabushiki kaisha , entered into a Business Combination Agreement (as it may be amended, supplemented or modified from time to time, the “Business Combination Agreement”), pursuant to which (i) the SoftBank US HoldCos may merge with and into Merger Company, with Merger Company continuing as the surviving entity and as a wholly owned subsidiary of T-Mobile (the “HoldCo Mergers”) and (ii) Merger Sub will merge with and into the Parent Guarantor, with the Parent Guarantor as the surviving corporation and a wholly owned direct or indirect

subsidiary of T-Mobile (the “Sprint Merger” and, together with the HoldCo Mergers (if they occur), the “Mergers”), in each case on the terms and subject to the conditions set forth in the Business Combination Agreement. Following the Mergers, T-Mobile is expected to contribute the Parent Guarantor to T-Mobile USA or otherwise cause the Parent Guarantor to become a direct or indirect wholly-owned subsidiary of T-Mobile USA (the “Contribution” and, collectively with the Mergers, the “T-Mobile Transaction”);

WHEREAS , for the purposes hereinabove recited, and pursuant to due corporate action, the Company has duly determined to execute and deliver to the Trustee this Supplemental Indenture; and

ARTICLE ONE

AMENDMENT TO THE SUBJECT SUPPLEMENTAL INDENTURES

Notwithstanding the foregoing, the T-Mobile Transaction shall not constitute a Change of Control.

Section 1.02. Effective on the date hereof, Section 1.02 of each of the Subject Supplemental Indentures is hereby amended or further amended, as applicable, by adding the following definitions:

“Business Combination Agreement” means that certain Business Combination Agreement, dated as of April 29, 2018, made by and among Sprint Corporation, a Delaware corporation, T-Mobile US, Inc., a Delaware corporation, Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile US, Inc., Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Huron Merger Sub LLC, Galaxy Investment Holdings, Inc., a Delaware corporation, Starburst I, Inc., a Delaware corporation, and, for the limited purposes of the covenants and representations set forth therein that are expressly obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands, and SoftBank Group Corp., a Japanese kabushiki kaisha , as it may be amended, supplemented or modified from time to time.

“T-Mobile Transaction” means the acquisition of Sprint Corporation by T-Mobile US, Inc. pursuant to the Business Combination Agreement, including without limitation the Merger and the SoftBank US Mergers (each as defined in the Business Combination Agreement), the contribution of Sprint Corporation to T-Mobile USA, Inc. and related transactions.

ARTICLE TWO

AMENDMENT TO THE INDENTURE

Section 2.01. Effective immediately prior to the consummation of the T-Mobile Transaction, Section 101 of the Indenture with respect to the Subject Securities is hereby amended by adding the following definition:

Section 2.02. Effective immediately prior to the consummation of the T-Mobile Transaction, Article VIII of the Indenture with respect to the Subject Securities is hereby deleted in its entirety and replaced with the following:

Section 801. Company May Consolidate, Etc., Only on Certain Terms .

The Company may consolidate with or merge into any other Person only if:

(b) after giving effect to the transaction no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and

Section 802. Successor Substituted .

Section 803. T-Mobile USA May Consolidate, Etc., Only on Certain Terms .

T-Mobile USA may consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person only if:

(b) after giving effect to the transaction no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and

Section 804. Successor Substituted .

ARTICLE THREE

MISCELLANEOUS PROVISIONS

Section 3.04 Headings . The Article and Section headings contained herein are for convenience only and shall not affect the construction of this Supplemental Indenture.

Section 3.05 Governing Law . This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

[Signature Page Follows]


SPRINT COMMUNICATIONS, INC.

By:		/s/ Janet M. Duncan
		Name: Janet M. Duncan
		Title: Vice President and Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee


By:		/s/ Lawrence M. Kusch
Name:		Lawrence M. Kusch
Title:		Vice President

Signature Page to Thirteenth Supplemental Indenture

EXHIBIT 99.1

Sprint and Sprint Communications Announce Successful Consent Solicitations

OVERLAND PARK, Kan. ( BUSINESS WIRE ), May 14, 2018—Sprint Corporation (NYSE: S) announced today the expiration on May 11, 2018 and results of its consent solicitation (the “ Sprint Consent Solicitation ”) and receipt of the consents necessary to effect certain amendments to the indenture, dated as of September 11, 2013 (as supplemented and amended, the “ Sprint Indenture ”), governing Sprint’s (i) 7.250% Notes due 2021 (CUSIP No. 85207UAE5) (the “ Sprint 2021 Notes ”), (ii) 7.875% Notes due 2023 (CUSIP No. 85207UAF2) (the “ Sprint 2023 Notes ”), (iii) 7.125% Notes due 2024 (CUSIP No. 85207UAH8) (the “ Sprint 2024 Notes ”), (iv) 7.625% Notes due 2025 (CUSIP No. 85207UAJ4) (the “ Sprint 2025 Notes ”) and (v) 7.625% Notes due 2026 (CUSIP No. 85207UAK1) (the “ Sprint 2026 Notes ” and, collectively with the Sprint 2021 Notes, the Sprint 2023 Notes, the Sprint 2024 Notes and the Sprint 2025 Notes, the “ Sprint Notes ”).

Sprint Communications, Inc. (“ SCI ”), a wholly-owned subsidiary of Sprint, also announced today the expiration on May 11, 2018 and results of its consent solicitation (the “ SCI Consent Solicitation ”) and receipt of the consents necessary to effect certain amendments to the indenture, dated as of November 20, 2006 (as supplemented and amended, the “ SCI Indenture ”), governing SCI’s (i) 7.000% Senior Notes due 2020 (CUSIP No. 852061AR1) (the “ SCI 2020 Notes ”), (ii) 11.500% Senior Notes due 2021 (CUSIP Nos. 852061AM2 and 852061AH3) (the “ SCI 2021 Notes ”) and (iii) 6.000% Senior Notes due 2022 (CUSIP No. 852061AS9) (the “ SCI 2022 Notes ” and, collectively with the SCI 2020 Notes and the SCI 2021 Notes, the “ SCI Notes ”).

Each of the Sprint Consent Solicitation and the SCI Consent Solicitation was 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 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 ”).

Sprint Consent Solicitation

Upon the terms and subject to the conditions described in Sprint’s Consent Solicitation Statement, dated May 7, 2018 (the “ Sprint Solicitation Statement ”), Sprint solicited consents from holders (i) to amend the definition of “Change of Control” to exclude the T-Mobile Transaction (the “ Sprint Change of Control Amendment ”), (ii) to amend the definition of “Permitted Holder” to include SoftBank, T-Mobile, Deutsche Telekom and their affiliates and successors and certain groups of which they are members, (iii) to add a restriction on consolidations, mergers and transfers of all or substantially all property and assets of T-Mobile USA and (iv) to remove the restriction on transfers of all or substantially all property and assets of Sprint (collectively, the “ Sprint Proposed Amendments ”).

In conjunction with receiving the requisite consents, on the date hereof, Sprint and The Bank of New York Mellon Trust Company, N.A. (the “ Trustee ”) will execute the sixth supplemental indenture to the Sprint Indenture (such time, the “ Sprint Effective Time ”), pursuant to which, with respect to each series of Sprint Notes, the Sprint Change of Control Amendment will become operative at the Sprint Effective Time and the other Sprint Proposed Amendments will become operative immediately prior to the consummation of the T-Mobile Transaction. Except for the Sprint Proposed Amendments, all of the existing terms of the Sprint Notes and the Sprint Indenture will remain unchanged.

On the date hereof, Sprint will pay to Computershare Trust Company, N.A. (the “ Payment Agent ”) the aggregate consent payments detailed in the table below for the benefit of the holders of each series of Sprint Notes whose consents were validly delivered (and not revoked) prior to the expiration of the Sprint Consent Solicitation, pro rata based on the aggregate principal amount of the applicable series of Sprint Notes held by such consenting holders, upon the terms and subject the conditions described in the Sprint Solicitation Statement. Based on the consents received, the aggregate consent payments were allocated to the consenting holders of each series of Sprint Notes in the amounts set forth in the table below for each $1,000 principal amount of such series of Sprint Notes for which consents were validly delivered (and not revoked).


Sprint Notes	CUSIP Number	Outstanding Aggregate Principal Amount		Aggregate Consent Payment		% Principal Amount of Sprint Notes Consent Received			Approximate Consent Payment per $1,000 Principal Amount of Consenting Sprint Notes
Sprint 2021 Notes	85207UAE5	$	2,250,000,000	$	2,812,500		94.1539	%	$	1.33
Sprint 2023 Notes	85207UAF2	$	4,250,000,000	$	10,625,000		98.1502	%	$	2.55
Sprint 2024 Notes	85207UAH8	$	2,500,000,000	$	6,250,000		96.3092	%	$	2.60
Sprint 2025 Notes	85207UAJ4	$	1,500,000,000	$	3,750,000		97.2857	%	$	2.57
Sprint 2026 Notes	85207UAK1	$	1,500,000,000	$	3,750,000		98.4623	%	$	2.54

SCI Consent Solicitation

Upon the terms and subject to the conditions described in SCI’s Consent Solicitation Statement, dated May 7, 2018 (the “ SCI Solicitation Statement ”), SCI solicited consents from holders (i) to amend the definition of “Change of Control” to exclude the T-Mobile Transaction (the “ SCI Change of Control Amendment ”), (ii) to amend the definition of “Permitted Holder” to include

SoftBank, T-Mobile, Deutsche Telekom and their affiliates and successors and certain groups of which they are members, (iii) to add a restriction on consolidations, mergers and transfers of all or substantially all property and assets of T-Mobile USA and (iv) to remove the restriction on transfers of all or substantially all property and assets of SCI (collectively, the “ SCI Proposed Amendments ”).

In conjunction with receiving the requisite consents, on the date hereof, SCI and the Trustee will execute the thirteenth supplemental indenture to the SCI Indenture (such time, the “ SCI Effective Time ”), pursuant to which, with respect to each series of SCI Notes, the SCI Change of Control Amendment will become operative at the SCI Effective Time and the other SCI Proposed Amendments will become operative immediately prior to the consummation of the T-Mobile Transaction. Except for the SCI Proposed Amendments, all of the existing terms of the SCI Notes and the SCI Indenture will remain unchanged.

On the date hereof, SCI will pay to the Payment Agent the aggregate consent payments detailed in the table below for the benefit of the holders of each series of SCI Notes whose consents were validly delivered (and not revoked) prior to the expiration of the SCI Consent Solicitation, pro rata based on the aggregate principal amount of the applicable series of SCI Notes held by such consenting holders, upon the terms and subject the conditions described in the SCI Solicitation Statement. Based on the consents received, the aggregate consent payments were allocated to the consenting holders of each series of SCI Notes in the amounts set forth in the table below for each $1,000 principal amount of such series of SCI Notes for which consents were validly delivered (and not revoked).


SCI Notes	CUSIP Number	Outstanding Aggregate Principal Amount		Aggregate Consent Payment		% Principal Amount of SCI Notes Consent Received			Approximate Consent Payment per $1,000 Principal Amount of Consenting SCI Notes
SCI 2020 Notes	852061AR1	$	1,500,000,000	$	1,875,000		91.2677	%	$	1.37
SCI 2021 Notes	852061AM2 and 852061AH3	$	1,000,000,000	$	1,250,000		98.5449	%	$	1.27
SCI 2022 Notes	852061AS9	$	2,280,000,000	$	5,700,000		89.6543	%	$	2.79

In addition, at and subject to the consummation of the T-Mobile Transaction, T-Mobile and T-Mobile USA will enter into a supplemental indenture to the Sprint Indenture to provide unconditional and irrevocable guarantees in respect of each series of the Sprint Notes and a supplemental indenture to the SCI Indenture to provide unconditional and irrevocable guarantees in respect of each series of the SCI Notes (collectively, the “ T-Mobile Guarantees ”). No consideration is being, or will be, paid or given by holders in respect of the T-Mobile Guarantees.

This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any series of Sprint Notes, any series of SCI Notes or any other securities.

About Sprint

Sprint is a communications services company that creates more and better ways to connect its customers to the things they care about most. Sprint served 54.6 million connections as of March 31, 2018 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 the first 5G mobile network in the United States.

About T-Mobile

As America’s Un-carrier, T-Mobile is redefining the way consumers and businesses buy wireless services through leading product and service innovation. T-Mobile’s advanced nationwide 4G LTE network delivers outstanding wireless experiences to 74.0 million customers who are unwilling to compromise on quality and value. Based in Bellevue, Washington, T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile and MetroPCS.

Cautionary Statement Regarding Forward-Looking Statements

effects on the market price of Sprint’s or T-Mobile’s common stock and on Sprint’s or T-Mobile’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 Sprint, T-Mobile 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 Sprint’s or T-Mobile’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 Sprint’s or T-Mobile’s common stock and on Sprint’s or T-Mobile’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 Sprint, T-Mobile 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 Sprint’s or T-Mobile’s ability to pursue business opportunities or strategic transactions; effects of changes in the regulatory environment in which Sprint and T-Mobile 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 T-Mobile’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and in its subsequent reports on Form 10-Q, including in the sections thereof captioned “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” as well as in its subsequent reports on Form 8-K, all of which are filed with the Securities and Exchange Commission (the “ SEC ”) and available at www.sec.gov and www.t-mobile.com, and in Sprint’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 and in its subsequent reports on Form 10-Q, including in the sections thereof captioned “Risk Factors” and “MD&A—Forward-Looking Statements,” as well as 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 press release are cautioned not to place undue reliance on such forward-looking statements. Sprint and T-Mobile assume no obligation to update or revise the information contained in this press release (whether as a result of new information, future events or otherwise), except as required by applicable law.

No Offer or Solicitation / Additional Information and Where to Find It:

This press release 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 Securities Act of 1933, as amended.

In connection with the T-Mobile Transaction, T-Mobile will file a registration statement on Form S-4, which will contain 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 will file 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. When final, a definitive copy of the joint consent solicitation statement/prospectus will be sent to Sprint and T-Mobile stockholders. Investors and security holders will be able to obtain the registration statement and the joint consent solicitation statement/prospectus free of charge from the SEC’s website or from Sprint or T-Mobile. The documents filed by Sprint with the SEC may be obtained free of charge at Sprint’s website, at www.sprint.com, or at the SEC’s website, at www.sec.gov. These documents may also be obtained free of charge 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. The documents filed by T-Mobile with the SEC 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. These documents may also be obtained free of charge 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.

Participants in the Solicitation

Sprint and T-Mobile and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of consents in respect of the T-Mobile Transaction. Information about Sprint’s directors and executive officers is available in Sprint’s proxy statement dated June 19, 2017, for its 2017 Annual Meeting of Stockholders, and in Sprint’s subsequent reports on Form 8-K filed with the SEC on January 4, 2018 and January 17, 2018. Information about T-Mobile’s directors and executive officers is available in T-Mobile’s proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Other information regarding the participants in the consent solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint consent solicitation statement/prospectus and other relevant materials to be filed with the SEC regarding the acquisition when they become available. Investors should read the joint consent solicitation statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Sprint or T-Mobile as indicated above.

EXHIBIT 99.2

Sprint

6200 Sprint Parkway Overland

Park, Kan. 66251

Media Contact:

David Tovar, Sprint

913.315.1491

david.tovar@sprint.com

Investor Contact:

Jud Henry

Investor.Relations@sprint.com

Sprint Announces Consent Solicitation With Respect to Certain Series of Notes by its Wholly-Owned Finance Subsidiary, Sprint Capital Corporation

OVERLAND PARK, Kan . – May 14, 2018 – Sprint Corporation (NYSE: S) (“Sprint”) announced today that Sprint Capital Corporation (“SCC”), which is a wholly-owned finance subsidiary of Sprint Communications, Inc. (“SCI”), which is in turn a wholly-owned subsidiary of Sprint, has commenced a consent solicitation (the “SCC Consent Solicitation”) with respect to certain proposed amendments to the indenture, dated as of October 1, 1998 (as supplemented and amended, the “SCC Indenture”), governing SCC’s 6.875% Notes due 2028 (CUSIP No. 852060AD4) (the “2028 Notes”) and 8.750% Notes due 2032 (CUSIP No. 852060AT9; 144A: 852060AQ5; Reg S: U84681AD4) (together with the 2028 Notes, the “SCC Notes,” and each series of the SCC Notes, a “Series”).

The SCC 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 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”).

SCC Consent Solicitation

Upon the terms and subject to the conditions described in the SCC Solicitation Statement (as defined below), SCC is soliciting consents from holders (i) to amend Section 1012 (Limitation Upon Mortgages and Liens of the Guarantor) to expressly provide, for the avoidance of doubt, that, despite the fact that none of the transferred portfolio of FCC licenses and certain third-party leased license agreements was transferred by SCI or any Restricted Subsidiary (as defined in the SCC Indenture), the securitization consummated in connection with the issuance by certain securitization entities of wireless spectrum backed notes (and any future transaction under such securitization) is not subject to Section 1012 (the “Spectrum Amendment”), (ii) to add a restriction on consolidation, mergers and transfers of all or substantially all property and assets of T-Mobile USA and (iii) to remove the restrictions on transfers of all or substantially all property and assets of SCC and SCI (collectively, the “SCC Proposed Amendments”).

In addition, at and subject to the consummation of the T-Mobile Transaction, T-Mobile and T-Mobile USA will enter into a supplemental indenture to the SCC Indenture to provide unconditional and irrevocable guarantees in respect of each Series of the SCC Notes, regardless of whether the Requisite Consents (as defined below) are received (the “SCC T-Mobile Guarantees”). No consideration is being, or will be, paid or given by holders in respect of the SCC T-Mobile Guarantees.

SCC is offering to pay each holder who validly delivers and does not validly revoke its consent to the SCC Proposed Amendments in the manner described in the SCC Solicitation Statement on or prior to the SCC Expiration Time (as defined below), in each case on a pro rata basis with all other consenting holders, cash payments to the Payment Agent of the aggregate consent payments detailed in the table below (each a “SCC Consent Payment” and, collectively the “SCC Consent Payments”) for the benefit of the applicable holders, subject to satisfaction or waiver of certain conditions, including the receipt of valid consents, with respect to each Series of SCC Notes, of a majority in aggregate principal amount of such Series (the “Requisite Consents”). The consummation of the SCC Consent Solicitation and the payment of SCC Consent Payments are conditioned upon the receipt of the Requisite Consents for both Series of SCC Notes; however, SCC may waive such condition and choose to accept consents with respect to only one Series of SCC Notes.


Series of SCC Notes	CUSIP Number(s)	Outstanding Aggregate Principal Amount		Aggregate Consent Payment
6.875% Notes due 2028	852060 AD4	$	2,475,000,000	$	49,500,000
8.750% Notes due 2032	852060 AT9 852060 AQ5 U84681 AD4	$	2,000,000,000	$	40,000,000

SCC anticipates that, promptly after receipt of the Requisite Consents from holders each Series of SCC Notes at or prior to the SCC Expiration Time, SCC will give notice to the Trustee that the Requisite Consents with respect to each Series have been obtained, and SCC, SCI and the Trustee will execute a supplemental indenture to the SCC Indenture (such time, the “SCC Effective Time”), pursuant to which, with respect to each Series of SCC Notes, the Spectrum Amendment will become operative at the SCC Effective Time and the other SCC Proposed Amendments will not become operative until immediately prior to the consummation of the T-Mobile Transaction. Holders should note that the SCC Effective Time may be prior to the SCC Expiration Time and holders will not be given prior notice of such SCC Effective Time.

The SCC Consent Solicitation will expire at 5:00 p.m., New York City time, on May 18, 2018 (as such date may be extended by SCC in its sole discretion) (the ”SCC Expiration Time”). Payment of the SCC Consent Payments with respect to each Series of SCC Notes will be made one business day after the SCC Expiration Time, on a pro rata basis. SCC may terminate the consent solicitation without the obligation to make any cash payments at any time prior to the SCC Effective Time, whether or not the Requisite Consents have been received with respect to any Series of SCC Notes. Except for the SCC Proposed Amendments, all of the existing terms of the SCC Notes and the SCC Indenture will remain unchanged.

The receipt of the Requisite Consents with respect to each Series of SCC Notes and the effectiveness of the SCC Proposed Amendments and the SCC T-Mobile Guarantees are not conditions to the consummation of the T-Mobile Transaction.

This press release does not set forth all of the terms and conditions of the consent solicitations. Holders of the SCC Notes should carefully read SCC’s Consent Solicitation Statement, dated May 14, 2018, for a complete description of all terms and conditions before making any decision with respect to the SCC Consent Solicitation (the “SCC Solicitation Statement”). SCC does not make any recommendation as to whether or not any holder should consent to the SCC Proposed Amendments. Additional information concerning the terms and conditions of the SCC Consent Solicitation, and the procedure for delivering consents, may be obtained from the lead solicitation agent, J.P. Morgan Securities LLC, at (866) 834-4666 (toll-free) or (212) 834-3260 (collect). Deutsche Bank Securities Inc. is acting as co-solicitation agent for the SCC Consent Solicitation. Copies of the SCC Solicitation Statement may be obtained from the information agent, Georgeson LLC, by calling (866) 856-2826 for bondholders, banks and brokers or by email at sprint@georgeson.com.

This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Series of SCC Notes or any other securities. This announcement is also not a solicitation of consents with respect to the SCC Proposed Amendments or any securities. The solicitation of consents by SCC is being made only pursuant to the SCC Solicitation Statement. The SCC 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.

About Sprint

About T-Mobile

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements concerning Sprint, T-Mobile 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, Sprint’s, T-Mobile’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 Sprint’s or T-Mobile’s common stock and on Sprint’s or T-Mobile’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 Sprint, T-Mobile 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 Sprint’s or T-Mobile’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 Sprint’s or T-Mobile’s common stock and on Sprint’s or T-Mobile’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 Sprint, T-Mobile 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 Sprint’s or T-Mobile’s ability to pursue business opportunities or strategic transactions; effects of changes in the regulatory environment in which Sprint and T-Mobile 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 T-Mobile’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and in its subsequent reports on Form 10-Q, including in the sections thereof captioned “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” as well as in its subsequent reports on Form 8-K, all of which are filed with the Securities and Exchange Commission (the “SEC”) and available at www.sec.gov and www.t-mobile.com, and in Sprint’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 and in its subsequent reports on Form 10-Q,

including in the sections thereof captioned “Risk Factors” and “MD&A—Forward-Looking Statements,” as well as 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 press release are cautioned not to place undue reliance on such forward-looking statements. Sprint and T-Mobile assume no obligation to update or revise the information contained in this press release (whether as a result of new information, future events or otherwise), except as required by applicable law.

No Offer or Solicitation / Additional Information and Where to Find It:

In connection with the T-Mobile Transaction, T-Mobile will file a registration statement on Form S-4, which will contain 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 will file 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. When final, a definitive copy of the joint consent solicitation statement/prospectus will be sent to Sprint and T-Mobile stockholders. Investors and security holders will be able to obtain the registration statement and the joint consent solicitation statement/prospectus free of charge from the SEC’s website or from Sprint or T-Mobile. The documents filed by Sprint with the SEC may be obtained free of charge at Sprint’s website, at www.sprint.com, or at the SEC’s website, at www.sec.gov. These documents may also be obtained free of charge 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. The documents filed by T-Mobile with the SEC 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. These documents may also be obtained free of charge 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.

Participants in the Solicitation