SPRINT Corp (Form: 8-K, Received: 05/18/2018 17:31:15)

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 18, 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 18, 2018, Sprint Capital Corporation (“ SCC ”), a wholly-owned finance subsidiary of Sprint Communications, Inc. (“ SCI ”), which is in turn a wholly-owned subsidiary of Sprint Corporation (“ Sprint Corp ”), entered into the Fourth Supplemental Indenture (the “ Supplemental Indenture ”) by and among SCC, SCI and The Bank of New York Mellon Trust Company, N.A. (the “ Trustee ”), which amends and supplements the Indenture, dated as of October 1, 1998, by and among SCC, SCI and the Trustee (as amended and supplemented, the “ Indenture ”).

The Supplemental Indenture effects certain amendments (the “ Indenture Amendments ”) to the Indenture pertaining to SCC’s 6.875% Notes due 2028 (CUSIP No. 852060AD4) (the “ 2028 Notes ”) and 8.750% Notes due 2032 (CUSIP Nos. 852060AT9; 144A: 852060AQ5; Reg S: U84681AD4) (together with the 2028 Notes, the “ SCC Notes ” and each series of the SCC Notes, a “ Series ”). Holders representing at least a majority in aggregate principal amount of each Series consented to the Indenture Amendments.

The Indenture Amendments are being effected in connection with Sprint Corp’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., Deutsche Telekom AG and the additional parties thereto (the Merger, together with the other transactions contemplated by the Business Combination Agreement, the “ T-Mobile Transaction ”).

The Indenture Amendments amend the Indenture pertaining to each Series to (1) 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 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 consolidations, 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 (the amendments described in clauses (ii) and (iii), the “ Other Amendments ”). The Spectrum Amendment became effective on May 18, 2018 and the Other Amendments will become effective immediately prior to the consummation of the T-Mobile Transaction.

The Supplemental Indenture is attached hereto as Exhibit 4.1. The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is incorporated herein by reference.

Item 8.01

Other Events.

On May 18, 2018, Sprint Corp issued a press release announcing expiration of SCC’s previously announced consent solicitation and receipt of the requisite consents to approve the Indenture Amendments. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

4.1		Fourth Supplemental Indenture, dated as of May 18, 2018, to the Indenture, dated as of October 1, 1998, by and among Sprint Capital Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A.

99.1		Press Release, dated May 18, 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 18, 2018

Exhibit 4.1

FOURTH SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of May 18, 2018, among SPRINT CAPITAL CORPORATION, a Delaware corporation (the “ Company ”), SPRINT COMMUNICATIONS, INC., a Kansas corporation (the “ Guarantor ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “ Trustee ”).

RECITALS OF THE COMPANY

WHEREAS , the Company heretofore executed and delivered to the Trustee: (i) an indenture, dated as of October 1, 1998, among the Company, the Guarantor and the Trustee (the “ Base Indenture ”); (ii) an Officers’ Certificate, dated as of November 16, 1998, providing for the issuance of $2,500,000,000 aggregate principal amount of 6.875% Notes due 2028 (the “ 2028 Notes ”); (iii) a First Supplemental Indenture, dated as of January 15, 1999, among the Company, the Guarantor and the Trustee (the “ First Supplemental Indenture ”); (iv) a Second Supplemental Indenture, dated as of October 15, 2001, among the Company, the Guarantor and the Trustee (the “ Second Supplemental Indenture ”); (v) Pricing Committee Resolutions, dated as of March 14, 2002, providing for the issuance of $2,000,000,000 aggregate principal amount of 8.750% Notes due 2032 (together with the 2028 Notes, the “ Subject Securities ”); and (vi) a Third Supplemental Indenture, dated as of September 11, 2013, among Sprint Corporation, as a parent guarantor (“ Sprint Corporation ”), the Company, the Guarantor and the Trustee (together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the above-referenced officers’ certificate and pricing resolutions, which, as applicable, govern the terms of the Subject Securities, the “ Indenture ”).

WHEREAS , on April 29, 2018, Sprint Corporation, 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 (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 Sprint Corporation, with Sprint Corporation as the surviving corporation and a wholly owned direct or indirect subsidiary of T-Mobile (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 Sprint Corporation to T-Mobile USA, Inc. (“ T-Mobile USA ”) or otherwise cause Sprint Corporation to become a direct or indirect wholly-owned subsidiary of T-Mobile USA (collectively with the Mergers, the “ T-Mobile Transaction ”);

WHEREAS , Section 902 of the Indenture provides, among other things, that the Indenture 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 1012 of Article X of the Indenture; and (2) Article VIII of the Indenture (together, the “ Subject Amendments ”), in each case with respect to the Subject Securities on the terms set forth in the Company’s Consent Solicitation Statement dated May 14, 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, the Guarantor and the Trustee mutually covenant and agree as follows:

ARTICLE ONE

AMENDMENT TO THE INDENTURE

Section 1.01. Effective on the date hereof, with respect to the Subject Securities, Section 1012 of Article X of the Indenture is hereby amended to insert the following as the final paragraph of Section 1012:

For the avoidance of doubt, (x) the transfer of spectrum licenses and third-party leases of spectrum licenses held by the Guarantor or any of its Subsidiaries to special purpose entities (including, without limitation, the Spectrum Issuers (as defined below)) that are Subsidiaries of the Guarantor or its parent, Sprint Corporation, and (y) the subsequent lease and sublease of such spectrum licenses and rights under such third-party leases by such special purpose entities to the Guarantor (as well as the subsequent sublease of such spectrum licenses and rights under such third-party leases to Subsidiaries of the Guarantor and to third parties) in connection with the issuance of Series 2016-1 3.360% Senior Secured Notes, Class A-1, Series 2018-1 4.738% Senior Secured Notes, Class A-1 and Series 2018-1 5.152% Senior Secured Notes, Class A-2 pursuant to the Base Indenture, dated as of October 27, 2016 (the “ Spectrum Base Indenture ”), by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC and Sprint Spectrum Co III LLC, as issuers (the “ Spectrum Issuers ”), and Deutsche Bank Trust Company Americas, as trustee and securities intermediary, as supplemented and amended, and the transactions related thereto, and any such further transfers and related leases and subleases of spectrum licenses and rights under third-party leases and any further issuances of notes pursuant to the Spectrum Base Indenture, as it may be further amended and supplemented from time to time, shall not, for purposes of this Section 1012 and any other provision of this Indenture, including without limitation the definitions set forth herein, constitute a Sale and Leaseback Transaction or otherwise be deemed to result in the creation or existence of a Lien, nor shall such lease and sublease of spectrum licenses and rights under third-party leases to the Guarantor (or such further lease and sublease of spectrum licenses

and rights under third-party leases to Subsidiaries of the Guarantor and to third parties) constitute “indebtedness”, and the transactions described in clauses (x) and (y) above shall not be subject to, or in any way limited or restricted by, the provisions of this Section 1012, including without limitation the related definitions set forth herein, regardless of whether such transactions occurred prior to, or occur subsequent to, the date the Fourth Supplemental Indenture to this Indenture became effective.

Section 1.02. Effective immediately prior to the consummation of the T-Mobile Transaction, with respect to the Subject Securities, Article VIII of the Indenture is hereby deleted in its entirety and replaced with the following:

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

Neither the Company nor the Guarantor shall consolidate with or merge into any other Person and neither the Company nor the Guarantor shall permit any Person to consolidate with or merge into the Company or the Guarantor, unless:

(1)

in case the Company shall consolidate with or merge into another Person, the Person formed by such consolidation or into which the Company is merged shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed.

(2)

in case the Guarantor shall consolidate with or merge into another Person in any one transaction or series of transactions, the Person formed by such consolidation or into which the Guarantor is merged in any one transaction or series of transactions shall be a corporation, partnership or trust, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all obligations under the Guarantees and the performance or observance of every covenant of this Indenture on the part of the Guarantor to be performed or observed;

(3)

immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company, the Guarantor or any Subsidiary as a result of such transaction as having been incurred by the Company, the Guarantor or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing;

(4)

if, as a result of any such consolidation or merger, the Company or the Guarantor, as the case may be, would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company, the Guarantor or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities or the Guarantees, as the case may be, equally and ratably with (or prior to) all indebtedness secured thereby; and

(5)

the Company or the Guarantor, as the case may be, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or merger, 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 or the Guarantor with, or merger of the Company or the Guarantor into, any other Person, the successor Person formed by such consolidation or into which the Company or the Guarantor is merged shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Company or the Guarantor 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 or the Guarantees, as the case may be.

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

T-Mobile USA, Inc. (“ 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:

(1)

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 Notes and the Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee; and

(2)

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

(3)

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 TWO

MISCELLANEOUS PROVISIONS

Section 2.01 Effect of Supplemental Indenture; Conflicts with Indenture . This Supplemental Indenture is executed by the Company, the Guarantor 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 2.02 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 2.03 Trustee . The Trustee assumes no responsibility for the correctness of the recitals herein

contained, which shall be taken as the statements of the Company and the Guarantor. 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 and the Guarantor.

Section 2.04 Headings . The Article and Section headings contained herein are for convenience only and shall not affect the construction of this Supplemental Indenture.

Section 2.05 Governing Law . This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 2.06 Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

[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 CAPITAL CORPORATION

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

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/ Richard Tarnas
		Name: Richard Tarnas
		Title: Vice President

Signature Page to Fourth Supplemental Indenture

EXHIBIT 99.1

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 Successful Sprint Capital Corporation Consent Solicitation

OVERLAND PARK, Kan . – May 18, 2018 – Sprint Corporation (NYSE: S) (“Sprint”) announced today the expiration on May 17, 2018 and results of the consent solicitation (the “Consent Solicitation”) of 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, and receipt of the consents necessary to effect certain amendments to the indenture, dated as of October 1, 1998 (as supplemented and amended, the “Indenture”), governing SCC’s 6.875% Notes due 2028 (CUSIP No. 852060 AD4) (the “2028 Notes”) and 8.750% Notes due 2032 (CUSIP Nos. 852060 AT9; 144A: 852060 AQ5; Reg S: U84681 AD4) (together with the 2028 Notes, the “Notes”).

The 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., Deutsche Telekom AG 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 SCC’s Consent Solicitation Statement, dated May 14, 2018 (as amended by the press release dated May 16, 2018 relating to the Consent Solicitation, the “Solicitation Statement”), SCC solicited 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 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 consolidations, 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 “Proposed Amendments”).

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

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


Notes	CUSIP Number(s)	Outstanding Aggregate Principal Amount		Aggregate Consent Payment		% Principal Amount of Notes Consents Received			Approximate Consent Payment per $1,000 Principal Amount of Consenting Notes
6.875% Notes due 2028	852060 AD4	$	2,475,000,000	$	99,000,000		95.2942	%	$	41.98
8.750% Notes due 2032	852060 AT9	$	2,000,000,000	$	80,000,000		98.6656	%	$	40.54
	852060 AQ5
	U84681 AD4

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 Indenture to provide unconditional and irrevocable guarantees in respect of each series of the 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 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

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:

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.