Filed byT-Mobile US, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule14a-12
under the Securities Exchange Act of 1934
Subject Company: Sprint Corporation
Commission File No.:001-04721
The following content was made available on the NewT-Mobile website.
Nonprofit CEO: “A Merger With Dividends For Military And Veterans”
“Washington state has long been home to a vibrant tech sector, withT-Mobile as a major player in that industry. Nationally, we’re beginning to slip behind other countries when it comes to 5G deployment. This merger will get us back on track to lead on 5G, just like we’ve led other technology advancements. I’m looking forward to see what the newT-Mobile can do, and I appreciate all that they are doing for veterans.”
| - | Michael Schindler, CEO of Military Family Cares |
Political Commentator John Feehery:T-Mobile/Sprint Will Bring More Competition and 5G Across America
“Only theT-Mobile/Sprint merger is primarily about 5G. And only that merger will bring the competition necessary to bring more 5G to both urban and rural America.”
| - | John Feehery, Political Commentator & Founder of the Feehery Group |
WSJ Article: Why Being First in 5G Matters
The Ubers, the Airbnbs, the Netflixes of the world came about because of 4G,” says Rob McDowell, a Republican former Federal Communications Commission commissioner. “No one foresaw the app economy coming. What’s exciting about 5G is that nobody can really fathom what’s going to happen.”
Being slow to 5G, he says, would put “the U.S. at a competitive disadvantage globally.”
| - | Rob McDowell, former Federal Communications Commission commissioner, WSJ |
Chairman of The Latino Coalition:T-Mobile/Sprint will improve the business environment for Latinos
The NewT-Mobile promises to help ensure that the opportunity for upward economic mobility that comes with business ownership is accessible to all Latinos in the United States by creating new opportunities for entrepreneurship and innovation, helping expand the reach of existing Hispanic businesses and supporting their operations. This will measurably improve the business environment for Latinos and create wealth for this growing segment of the population, to the benefit of the American economy.
| - | Honorable Hector Barreto, Chairman, The Latino Coalition |
Republic Wireless CEO supportT-Mobile/Sprint merger
“Ultimately, a stronger and more affordable third network, run by leaders with a strong track record of openness towards partnering with new entrants, will provide the necessary foundation for the development and delivery of next-generation mobile products and services.
Republic Wireless supports the merger ofT-Mobile and Sprint because healthy competition in the wireless industry is driven far more by strategy, openness, and economics than just the number of national facilities-based carriers.”
| - | Chris Chuang, CEO, Republic Wireless |
State Attorneys General of Utah and New Mexico
“In this day and age, it’s rare for elected officials from our two parties to agree on anything, so it is reassuring when we find common ground on something that has the potential to serve our constituents, protect the marketplace and benefit our nation…. [W]e encourage policymakers and regulators to approve theT-Mobile-Sprint merger.”
| - | State Attorney General for New Mexico, Hector Balderes |
| - | State Attorney General for Utah, Sean Reyes |
NENA, the National Emergency Number Association
“NENA does not typically comment in [merger] proceedings, but chooses to do so in this proceeding simply because of the work thatT-Mobile is doing in the9-1-1 space. Such work, if carried over to the combined companies, will benefitT-Mobile customers when dialing9-1-1 from their mobile devices.”
| - | CEO Brian Fontes, PhD |
Crown Castle
“The combination of these two smaller nationwide wireless providers will advance the national priority of fast-tracking 5G deployment and create a company with the spectrum and other necessary resources to help the U.S. win the global race for 5G leadership. We anticipate that, in addition to consumers and enterprise consumers, Crown Castle and other companies throughout the mobile wireless supply chain can benefit from NewT-Mobile’s investment in its next-generation wireless network.”
| - | Jay A. Brown, President and CEO |
Important Additional Information
In connection with the proposed transaction,T-Mobile US, Inc.(“T-Mobile”) has filed a registration statement on FormS-4, which contains a preliminary joint consent solicitation statement ofT-Mobile and Sprint Corporation (“Sprint”), that also constitutes a preliminary prospectus ofT-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 toT-Mobile and Sprint stockholders. Investors and security holders may obtain these documents free of charge from the SEC’s website or fromT-Mobile or Sprint. The documents filed byT-Mobile may be obtained free of charge atT-Mobile’s website, atwww.t-mobile.com, or at the SEC’s website, atwww.sec.gov, or fromT-Mobile by requesting them by mail atT-Mobile US, Inc., Investor Relations, 1 Park Avenue, 14th Floor, New York, NY 10016, or by telephone at212-358-3210. The documents filed by Sprint may be obtained free of charge at Sprint’s website, atwww.sprint.com, or at the SEC’s website, atwww.sec.gov, or from Sprint by requesting them by mail at Sprint Corporation, Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B679, Overland Park, Kansas 66251, or by telephone at913-794-1091.
Participants in the Solicitation
T-Mobile and Sprint 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 aboutT-Mobile’s directors and executive officers is available inT-Mobile’s proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprint’s directors and executive officers is available in Sprint’s proxy statement dated June 26, 2018, for its 2018 Annual Meeting of Stockholders, and in Sprint’s subsequent Current Report on Form8-K filed with the SEC on July 2, 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 filed with the SEC regarding the transaction when they become available. Investors should read the joint consent solicitation statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents fromT-Mobile or Sprint 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.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statements concerningT-Mobile, Sprint and the proposed transaction betweenT-Mobile and Sprint. 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 proposed transaction, including anticipated future financial and operating results, synergies, accretion and growth rates,T-Mobile’s, Sprint’s and the combined company’s plans, objectives, expectations and intentions, and the expected timing of completion of the proposed 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 proposed transaction, or the failure to satisfy any of the other conditions to the proposed 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 ofT-Mobile’s or Sprint’s common stock and onT-Mobile’s or Sprint’s operating results because of a failure to complete the proposed transaction in the anticipated timeframe or at all; inability to obtain the financing contemplated to be obtained in connection with the proposed transaction on the expected terms or timing or at all; the ability ofT-Mobile, Sprint and the combined company to make payments on debt or to repay existing or future indebtedness when due or to comply with the covenants contained therein; adverse changes in the ratings ofT-Mobile’s or Sprint’s debt securities or adverse conditions in the credit markets; negative effects of the announcement, pendency or consummation of the transaction on the market price ofT-Mobile’s or Sprint’s common stock and onT-Mobile’s or Sprint’s operating results, including as a result of changes in key customer, supplier, employee or other business relationships; significant transaction costs, including financing costs, and unknown liabilities; failure to realize the expected benefits and synergies of the proposed transaction in the expected timeframes or at all; costs or difficulties related to the integration of Sprint’s network and operations intoT-Mobile; the risk of litigation or regulatory actions; the inability ofT-Mobile, Sprint or the combined company to retain and hire key personnel; the risk that certain contractual restrictions contained in the business combination agreement during the pendency of the proposed transaction could adversely affectT-Mobile’s or Sprint’s ability to pursue business opportunities or strategic transactions; effects of changes in the regulatory environment in whichT-Mobile and Sprint operate; changes in global, political, economic, business, competitive and market conditions; changes in tax and other laws and regulations; and other risks and uncertainties detailed in the FormS-4, as well as inT-Mobile’s Annual Report on Form10-K for the fiscal year ended December 31, 2017 and in its subsequent reports on Form10-Q, including in the sections thereof captioned “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” as well as in its subsequent reports on Form8-K, all of which are filed with the SEC and available atwww.sec.gov andwww.t-mobile.com. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in or implied by such forward-looking statements. Given these risks and uncertainties, persons reading this communication are cautioned not to place undue reliance on such forward-looking statements.T-Mobile assumes no obligation to update or revise the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law.
Tweets related to the transaction:
G. MICHAEL SIEVERT (Twitter @SievertMike)
| • | Tweet: We have no doubt New @TMobile will be a success — for us and for wireless customers & broadband customers! And also for a new 5G ecosystem and the entrepreneurs that will thrive in it! Key info: http://NewTmobile.com [link to Phone Arena article below] |
| • | Tweet: Great past two days of learning more about the @sprint team and what they’re all about! Key info: http://NewTmobile.com |
NEVILLE RAY (Twitter @NevilleRay)
| • | Tweet:Great time with the talented @sprint team here in KC. Together we can build an amazing and industry-leading 5G network. Key info: http://NewTMobile.com |
T-Mobile’s merger with Sprint will be a success, according to thisex-MetroPCS chief
By Daniel Petrov, Phone Arena, September 18, 2018
Deriving from his vast experience asex-VP of MetroPCS Corporate Engineering & Network Operations during the merger withT-Mobile, Mr Ed Chao is very optimistic that the merger with Sprint will be successful as well. MetroPCS was gobbled byT-Mobile five years ago, and it has been smooth sailing, he mentioned in an interview at the MWC Americas 2018 expo.
T-Mobile’s loveable CEO John Legere, it turned out, first met with the salespeople at MetroPCS to discuss with them job safety issues which were a boost for morale after the merger.
It was an amazing experience for us. Strategically, we were a great fit... I think he’s got the capability to do it again. It’s just what he does and it’s now baked into the DNA of the company. Just from my own personal experience, they’ve got a track record that is definitely a positive.
The proposed merger of Sprint andT-Mobile is currently on the docket, as the FCC froze its self-imposed deadline to comment on the deal, in order to obtain some more data from the two carriers.
The offshoots like Boost, MetroPCS and Virgin, however, are already feeling safe for the future, asT-Mobile execs confirmed that thepre-paid crowd will continue to exist in its current form even after the merger.
Important Additional Information
In connection with the proposed transaction,T-Mobile US, Inc.(“T-Mobile”) has filed a registration statement on FormS-4, which contains a preliminary joint consent solicitation statement ofT-Mobile and Sprint Corporation (“Sprint”), that also constitutes a preliminary prospectus ofT-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 toT-Mobile and Sprint stockholders. Investors and security holders may obtain these documents free of charge from the SEC’s website or fromT-Mobile or Sprint. The documents filed byT-Mobile may be obtained free of charge atT-Mobile’s website, atwww.t-mobile.com, or at the SEC’s website, atwww.sec.gov, or fromT-Mobile by requesting them by mail atT-Mobile US, Inc., Investor Relations, 1 Park Avenue, 14th Floor, New York, NY 10016, or by telephone at212-358-3210. The documents filed by Sprint may be obtained free of charge at Sprint’s website, atwww.sprint.com, or at the SEC’s website, atwww.sec.gov, or from Sprint by requesting them by mail at Sprint Corporation, Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B679, Overland Park, Kansas 66251, or by telephone at913-794-1091.
Participants in the Solicitation
T-Mobile and Sprint 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 aboutT-Mobile’s directors and executive officers is available inT-Mobile’s proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprint’s directors and executive officers is available in Sprint’s proxy statement dated June 26, 2018, for its 2018 Annual Meeting of Stockholders, and in Sprint’s subsequent Current Report on Form8-K filed with the SEC on July 2, 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 filed with the SEC regarding the transaction when they become available. Investors should read the joint consent solicitation statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents fromT-Mobile or Sprint 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.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statements concerningT-Mobile, Sprint and the proposed transaction betweenT-Mobile and Sprint. 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 proposed transaction, including anticipated future financial and operating results, synergies, accretion and growth rates,T-Mobile’s, Sprint’s and the combined company’s plans, objectives, expectations and intentions, and the expected timing of completion of the proposed 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 proposed transaction, or the failure to satisfy any of the other conditions to the proposed 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 ofT-Mobile’s or Sprint’s common stock and onT-Mobile’s or Sprint’s operating results because of a failure to complete the proposed transaction in the anticipated timeframe or at all; inability to obtain the financing contemplated to be obtained in connection with the proposed transaction on the expected terms or timing or at all; the ability ofT-Mobile, Sprint and the combined company to make payments on debt or to repay existing or future indebtedness when due or to comply with the covenants contained therein; adverse changes in the ratings ofT-Mobile’s or Sprint’s debt securities or adverse conditions in the credit markets; negative effects of the announcement, pendency or consummation of the transaction on the market price ofT-Mobile’s or Sprint’s common stock and onT-Mobile’s or Sprint’s operating results, including as a result of changes in key customer, supplier, employee or other business relationships; significant transaction costs, including financing costs, and unknown liabilities; failure to realize the expected benefits and synergies of the proposed transaction in the expected timeframes or at all; costs or difficulties related to the integration of Sprint’s network and operations intoT-Mobile; the risk of litigation or regulatory actions; the inability ofT-Mobile, Sprint or the combined company to retain and hire key personnel; the risk that certain contractual restrictions contained in the business combination agreement during the pendency of the proposed transaction could adversely affectT-Mobile’s or Sprint’s ability to pursue business opportunities or strategic transactions; effects of changes in the regulatory environment in whichT-Mobile and Sprint operate; changes in global, political, economic, business, competitive and market conditions; changes in tax and other laws and regulations; and other risks and uncertainties detailed in the
FormS-4, as well as inT-Mobile’s Annual Report on Form10-K for the fiscal year ended December 31, 2017 and in its subsequent reports on Form10-Q, including in the sections thereof captioned “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” as well as in its subsequent reports on Form8-K, all of which are filed with the SEC and available atwww.sec.gov andwww.t-mobile.com. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in or implied by such forward-looking statements. Given these risks and uncertainties, persons reading this communication are cautioned not to place undue reliance on such forward-looking statements.T-Mobile assumes no obligation to update or revise the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law.