Filed by T-Mobile US, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Sprint Corporation
Commission File No.: 001-04721
A tweet related to the transaction:
JOHN J. LEGERE (Twitter @JohnLegere)
| • | Tweet:We’ve been working diligently to showcase the benefits that the New T-Mobile will bring to all consumers, including bringing nationwide #5GForAll. It’s massively important so I wanted to share an update on our progress [link to John J. Legere’s blog post below] |
The following blog post was made available in connection with the transaction:
Building the NewT-Mobile and #5GforAll
John Legere | February 22, 2019
Since announcing theT-Mobile and Sprint merger last spring, our teams have been working overtime building the NewT-Mobile — and as I said during our earnings call last week, we’ve come a long way! At this point in the process we’ve had a lot of great meetings with various regulators and government leaders across the country as we continue to demonstrate why a super-chargedUn-carrier is great for American consumers. In fact, we’ve filed more than 24 million pages of documents, detailed plans, data, and analysis. Every page adds up to an amazing and compelling fact – this deal will bring huge benefits to consumers, businesses and the country. Period. The NewT-Mobile offers real, meaningful, major benefits. It will give customers more for less, create new jobs, help bridge the digital divide in rural America, bring real choice and competition to home broadband and unleash innovation with real, nationwide 5G for All. I cannot wait to launch it for all of you!
Today, and over the next few weeks, I plan to share more about what the NewT-Mobile will deliver once regulators approve the deal – and today I thought I’d start with an update on our progress and some recent commitments we are making to consumers everywhere!
Where We Are In the Process.
Don’t let some of the headlines confuse you. We have had some amazing discussions and the regulators we’ve talked with continue to impress me. Their process is thorough, and that is great news for us – because we have a lot to share! So far, we have had the privilege to sit down with the FCC, DOJ, the U.S. Senate and the House of Representatives, various other regulatory bodies at the federal and state level and consumer groups to give them the details of what the NewT-Mobile is all about.
The great news is things are moving forward positively! We now have approval from 16 of the 19 needed state utility commissions, which is a huge step forward. No surprise — when leaders from both sides of the aisle look at the facts, they have quickly seen the value of the NewT-Mobile for consumers. In December we hit another milestone when we received our national security clearance for the deal from the Committee on Foreign Investment in the United States (CFIUS) and Team Telecom. Despite what others may want you to think, we’ve made steady progress – and we remain confident that we’re going to see regulatory approval, as planned, in the first half of this year!
Following Through on Commitments.
Along the way, we have made some important commitments about how we plan to deliver on promises we made when we announced the merger. We always stand by our word – and as we’re entering the latter stages of our regulatory review process, we think it’s even more important to formally document the commitments we’ve made around this deal from day one. It’s just another example of how we continue to back up what we say every day. Two commitments that have received a fair amount of attention are jobs and prices.
Creating Jobs.
Let me start with the most important point – with this merger there will be more jobs at the New T-Mobile than there would have been with the two companies separate. Period. There seems to be some misperception by a small few that this deal is going to lead to loss of jobs. It’s just simply not true.
Repetition of inaccurate data doesn’t make it right! Let me share some actual progress to prove that point. Our recently announced plans to open five new,state-of-the-art NewT-Mobile Team of Experts (TEX) Customer Experience Centers – with the first three locations in the Greater Rochester area of Upstate NY, Overland Park, KS, and the Central Valley area in CA – are important to our jobs commitment. As the NewT-Mobile builds these new facilities, offers our Team of Experts support to millions more customers and expands some existing centers, we’re going to need a lot of great talent! All told, our customer care expansion will create up to 7,500 more customer care jobs by 2021 than the standalone companies would have. That doesn’t even count the jobs that will come from the 600 new stores we’ll openor the deployment of our superior 5G network around the country, including in rural America. And as I’ve said before, every current retail employee from both companies will get a job offer to join the NewT-Mobile. These are real numbers, not just speculation. The NewT-Mobile will be jobs positive from day number one. That is just a fact.
Better Prices.
When we announced the merger in April we said the NewT-Mobile would deliver a dramatically improved network experience at lower prices. That remains 100% true. The increased capacity of NewT-Mobile’s 5G network will result in significantly lower costs, which we will pass onto the consumer through increased value and lower prices. Two weeks ago we solidified that promise with the FCC. We wanted to remove any doubt or concerns about NewT-Mobile’s prices going up while we are combining our networks. To be crystal clear: we plan to offer the same or better rate plans at current or lower prices as those offered byT-Mobile or Sprint — for at least three years after the merger. No catch. No gotchas. Period. We’re going to offer real 5G and new services at lower prices — bringing a whole new level of competition to wireless and beyond. And yesterday – again—we offered further clarity on that commitment by delivering additional detailed economic and engineering data to the FCC that shows how Americans will benefit from this merger right away – and as we roll out our 5G network in the future.
Advocates.
As we’ve spelled out the benefits of the deal and committed to delivering on them, it’s been absolutely amazing to hear so many people voice their support. Organizations like the US Hispanic Chamber of Commerce, US Black Chamber of Commerce, National Diversity Coalition, NENA (National Emergency Number Association), Prepaid Wireless Group, ITIF (Information Technology and Innovation Foundation), Latino Coalition, National Hispanic Media Coalition, ATR (Americans for Tax Reform) and National Rural Education Association. Many peers including Tracfone Wireless, Cell Nation, Mint Mobile, Viaero, VTel Wireless and Republic Wireless—to name a few. Plus, a number of elected officials have also taken a close look at our merger and have publicly recognized the benefits of NewT-Mobile including bipartisan support ranging from Rep. Anna Eshoo (D) of CA to Rep. Billy Long (R) of MO who authored a letter along with 11 members of Congress. I always love it when so many important and smart people and organizations recognize how beneficial this transaction will be for consumers and for the country!
Opponents are weighing in, too. We hear them. They’re buzzing around with a lot of inaccurate claims and made up data. They are trying to scare people away from the creation of a superchargedUn-carrier! Sometimes it’s hard to know exactly who I’m fighting out there with many of our opponents speaking from behind a mask with a disguised voice. While there are certainly genuine interests and viewpoints by some, we know that the majority of thesenew-found coalitions have covert funding and hidden agendas. There is no doubt they have ulterior motives – and it’s clear that the idea of a bigger, better competitor creates fear... I probably would be scared of the massive competitive threat this merger will pose if I were them, too! It’s always fascinating to watch people hope that one of the myriad of false statements they are throwing out about why this deal is bad will ultimately stick (or even become true!).
Of course, we are theUn-carrier... and we are not going to let anyone stand in front of what we are trying to accomplish. This is just noise and we’re not fazed. We know we’ve got an amazing plan, facts to back up what we stand for, and the best interests of American consumers guiding our every move. We believe in this. We believe in why this is good for America. And we’re relentless in our pursuit to drive toward creating the NewT-Mobile.
Remember, at its core, combining Sprint andT-Mobile is about the promise of delivering a transformative and nationwide 5G in the next few years – versus a less impactful and sporadic version of 5G that doesn’t allow the U.S. to truly compete on a global scale for many years to come. The NewT-Mobile’s 5G will fuel innovation across every industry, unleash new economic growth and help bridge the digital divide in our country. It’ll create thousands of jobs, billions of dollars in value and give people more choice and more opportunity. That is what this merger is about. It’s about taking this fight — on behalf of consumers — to the next level. Because the next wave of mobile broadband is too important not to fight for and at theUn-carrier, that’s what we do. And, of course, we won’t stop.
There is still more to do, and I’ll have much more to share… and frankly I’m excited to share it!
John
Important Additional Information
In connection with the proposed transaction,T-Mobile US, Inc.(“T-Mobile”) has filed a registration statement on FormS-4 (FileNo. 333-226435), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 29, 2018, and which contains a joint consent solicitation statement ofT-Mobile and Sprint Corporation (“Sprint”), that also constitutes a prospectus ofT-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. 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, at www.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, at www.sprint.com, or at the SEC’s website, at www.sec.gov, or from Sprint by requesting them by mail at Sprint Corporation, Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B679, Overland Park, Kansas 66251, or by telephone at913-794-1091.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statements 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, 2018 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 at www.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.
