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
The following blog post was made available in connection with the transaction:
When we say we’ll do something, we mean it!
John Legere | May 20, 2019
Over the last few months, I’ve been writing a lot about the NewT-Mobile and the various ways a superchargedUn-carrier will benefit American consumers and businesses. I’ve also been doing a lot of listening. After all, we built thisUn-carrier revolution by listening to others and then acting decisively. So why would we approach this merger any differently? As we’ve made our case for the NewT-Mobile, we’ve been listening to the Federal Communications Commission (FCC) and many others. Today, we took some action on those discussions, and we submitted a set of commitments to the FCC around the NewT-Mobile to address what we’ve heard. We listen and we take action. It’s who we are.
Let me be clear. These aren’t just words… they’re verifiable, enforceable and specific commitments that bring to life how the NewT-Mobile will deliver a world-leading nationwide 5G network – truly 5G for all, create more competition in broadband, and continue to give customers more choices, better value and better service.
I particularly want to thank Chairman Pai for his statement of support for these commitments and our merger – as well as his ongoing leadership to help ensure our country is a leader, not a follower, in the 5G era. We look forward to continuing to meet and work with a variety of important stakeholders to demonstrate the powerful benefits the NewT-Mobile will bring – but today’s filing is at the center of our plans to bring 5G to American consumers. Ultimately, today’s commitments are about our shared goal to put the U.S. at the forefront of 5G innovation, driving massive economic growth, helping bridge the Digital Divide, creating more competition, and of course, giving consumers and businesses more for less. The commitments we’re making today help advance all of these goals! It is that simple.
Specific Enforceable Commitments to Deliver 5G for All
First, we’ve committed to key milestones we’ll hit as we build out 5G for ALL – both on a nationwide scale and specifically for rural America. We’ve laid out aggressive targets for this supercharged 5G network. In three years, we’ve committed that the NewT-Mobile will cover 97% of the U.S. population with 5G onlow-band spectrum and 75% of the population with 5G onmid-band spectrum. That will grow to 99% of the U.S. population covered withlow-band 5G in six years and 88% withmid-band 5G.
This is critically important because it ensures that this country will have broad AND deep nationwide 5G utilizing both mid and low band spectrum, which will deliver a radically better, more expansive experience than the status quo. This should also force Verizon and AT&T tore-evaluate their 5G strategies and accelerate their investment and 5G deployment.
We also established milestones to cover 85% of rural America with 5G onlow-band spectrum in three years and 90% in six years. We set targets for the number of people with access to equal or greater than 100 Mbps and 50 Mbps average download speeds (hint: it’s a lot… 90% and 99% of the country’s population respectively in six years, and we even outlined how we’ll verify those speeds with drive tests!).
We’ve also made clear commitments aroundin-home broadband. I’ve said before that we are going to“Un-carrier” broadband, and that’s what we’re going to do. Because this is one of the mostun-competitive industries in the country – and the least customer-friendly! Almost half the country’s households – 45% – have no high-speed service or only one option to choose from. The numbers are worse for rural households, 76% of which have no high-speed service or only one choice available.
With our nationwide 5G network, we can change this dynamic! So, we made real commitments to offerin-home broadband to a specific number of households across the U.S., including in rural areas, in very specific timeframes.
I believe we will nail all of these goals – nationwide 5G, rural 5G andin-home broadband! We are so confident in our ability to follow through that we are willing to put our money where our mouth is by committing to specific measures that will hold us accountable… You see, if we don’t meet these milestones, we’ll pay until we do. These are tangible commitments that we are happy to be held to. Why? Because when we say we’ll do something, we mean it.
And we believe in transparency on all of this, so we’ll give an annual report card to the FCC to show our progress.
This clear set of specific, enforceable commitments reinforces our plans and bring them to life – and show what I’ve been saying all along: this 5G network will make a huge difference for millions of Americans across the entire country.
An Independent Path for Boost
Another area of FCC feedback we heard is around the prepaid business. In response, we have committed to divest Sprint’s Boostpre-paid business to a third party following the closing of the merger. We’ll work to find a serious, credible, financially capable and independent buyer for all the assets needed to run – and grow – the business, and we’ll make sure that buyer has attractive wholesale arrangements. This is an exciting opportunity for Boost employees and customers with a buyer bringing the ability to invest in the brand and the opportunity to run on the supercharged NewT-Mobile network!
We have always chosen to servepre-paid customers. To give hardworking people everywhere the wireless they deserve. Wireless they can be proud of. It’s part of who we are to offer underserved communities more choice and value in wireless. That’s a big part of why we’ve been able to more than double the size of Metro since 2013. We aren’t backing down from that commitment – at all – and we plan to compete aggressively inpre-paid with Metro and Virgin in the years ahead.
Same or Better Prices!
Now this one, I’ve said before, and we’ve already put our commitment in writing to the FCC. The commitment still stands. The NewT-Mobile will deliver the same or better rate plans at the same or better prices for three years. And that includes 5G. Period.
But I’m not quite done yet… when we combine the Sprint andT-Mobile networks, we’re going to create a 5G network with 8x more capacity by 2024 than Sprint orT-Mobile standalone today. We’re going to want MVNO partners to help put all that capacity to use, and today’s commitments also address that. We want to work with a whole community of partners to utilize all the capacity this deal will unlock!
We are going to bring 5G to every corner of this country and challenge the failing status quo that has left millions of Americans with too few options and too little value, tolerating terrible treatment and believing it can’t change. It can change, and the NewT-Mobile can provide the competition to change it. The NewT-Mobile will be a disruptive rival with the resources to gotoe-to-toe with established behemoths to drive competition and innovation that benefits everyone, everywhere.
That’s what today’s news is about, and that’s why I’m more excited than ever about the difference the NewT-Mobile will make in millions of peoples’ lives. I look forward to continuing to make the case for the NewT-Mobile in the days and weeks ahead with all of the key stakeholders!
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, 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.
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 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:
JOHN J. LEGERE (Twitter @JohnLegere)
| • | Tweet: Honored to have the support of FCC commissioner @BrendanCarrFCC. #NewTMobile is exactly what this country needs to lead in 5G, and we will continue to make the case! #5GforAllhttps://www.fcc.gov/document/carr-announces-support-t-mobile-sprint-transaction … Key Info: http://NewTMobile.com [link to Carr Announces Support forT-Mobile-Sprint Transaction below] |
| • | Tweet: Thanks to FCC Chairman, @AjitPaiFCC, for his commitment to making the US a leader in the 5G era & his support for our commitments as #NewTMobile. He’s right! We should seize this opportunity for our country! Key Info: http://NewTMobile.com [link to Chairman Pai Statement onT-Mobile/Sprint Transactionbelow] |
| • | Tweet: We guarantee that #NewTMobile will deliver the same or BETTER value to our customers. Prices will NOT go up for at least 3 years… and that includes 5G!! |
| • | Tweet: We continue to stay committed to prepaid customers as #NewTMobile, and will find a serious, credible buyer to run and grow Sprint’s Boost Mobile after the merger… Who wouldn’t want to run it, since Boost customers will enjoy #NewTMobile’s world-class 5G network? |
| • | Tweet: We set targets for 5G speed, rollout,in-home broadband,low/mid-band spectrum and more, including that #NewTMobile will offer 100 MB or higher to 90% of country within 6 years!! And we’ll pay penalties if we don’t make our targets (but of course we will) |
| • | Tweet: We took a VERY important step in our proposed merger with Sprint today... and I couldn’t be more optimistic! We filed enforceable commitments with the FCC mapping out – in detail – what #NewTMobile will deliver. Key Info: http://NewTMobile.com |
Carr Announces Support forT-Mobile-Sprint Transaction
Media Contact:
Evan Swarztrauber, (202)418-2261
Evan.Swarztrauber@fcc.gov
For Immediate Release
CARR ANNOUNCES SUPPORT FORT-MOBILE – SPRINT TRANSACTION
FCC Commissioner Cites Increased Competition, 5G Service for Rural America
WASHINGTON, May 20, 2019 – Today, FCC Commissioner Brendan Carr announced his support for the merger between wireless providersT-Mobile and Sprint, citing the increased competition Americans will see for wireless andin-home Internet services, as well as commitments to accelerate the buildout of fast, 5G service in rural America.
“I support the combination ofT-Mobile and Sprint because Americans across the country will see more competition and an accelerated buildout of fast, 5G services,” Carr said. “The proposed transaction will strengthen competition in the U.S. wireless market and provide mobile andin-home broadband access to communities that demand better coverage and more choices,” Carr added.
T-Mobile and Sprint announced their proposed merger more than a year ago. Since then, the FCC has received extensive evidence from a wide range of parties interested in the transaction.
T-Mobile’s leadership made specific commitments to build out 5G and next-generation wireless services to rural America in a filing this morning. The company made firm commitments to construct its network in unserved areas and serve those communities with fiber-like speeds that will be independently verified.T-Mobile detailed new binding commitments to accelerate rural 5G deployment and offerin-home broadband more widely.
“Today’s commitments to bring 5G to rural America are verifiable and enforceable. The proposed transaction’s investment in rural 5G will help close the digital divide – this FCC’s top priority,” said Carr. “American leadership in 5G depends on giving all communities a fair shot atnext-gen access. I am pleased that the parties have agreed to invest in securing the U.S.’s preeminence in 5G.”
“Approving this combination will help the U.S. notch another win in the global race to 5G,” Carr added.
Chairman Pai Statement onT-Mobile/Sprint Transaction
Media Contact:
Brian Hart, (202)418-0505
brian.hart@fcc.gov
For Immediate Release
CHAIRMAN PAI STATEMENT ONT-MOBILE/SPRINT TRANSACTION
WASHINGTON, May 20, 2019 – Today,T-Mobile US, Inc. and Sprint Corporation committed to the Federal Communications Commission that they would take a series of significant steps if the companies’ merger application is approved. Federal Communications Commission Chairman Ajit Pai responded to these new commitments with the following statement:
“Two of the FCC’s top priorities are closing the digital divide in rural America and advancing United States leadership in 5G, the next generation of wireless connectivity. The commitments made today byT-Mobile and Sprint would substantially advance each of these critical objectives.
“For example, the companies have committed to deploying a 5G network that would cover 97% of our nation’s population within three years of the closing of the merger and 99% of Americans within six years. This 5G network would also reach deep into rural areas, with 85% of rural Americans covered within three years and 90% covered within six years. Additionally,T-Mobile and Sprint have guaranteed that 90% of Americans would have access to mobile broadband service at speeds of at least 100 Mbps and 99% would have access to speeds of at least 50 Mbps.
“The construction of this network and the delivery of such high-speed wireless services to the vast majority of Americans would substantially benefit consumers and our country as a whole.
“I’m also pleased that the companies have committed to a robust buildout of theirmid-band spectrum holdings. Demonstrating that 5G will indeed benefit rural Americans,T-Mobile and Sprint have promised that their network would cover at leasttwo-thirds of our nation’s rural population with high-speed,mid-band 5G, which could improve the economy and quality of life in many small towns across the country.
“Moreover, the companies have offered specific commitments regarding the rollout of anin-home broadband product, including to rural households. This would give many Americans another option for home broadband service.
“The companies have also taken steps to respond to concerns that have been raised about this transaction. Most importantly, in addition to their prior commitment not to raise prices for three years,T-Mobile and Sprint have decided to divest Boost Mobile. This sale is designed to address potential competitive issues that have been identified in the prepaid wireless segment.
“It’s also important that the companies would suffer serious consequences if they fail to follow through on their commitments to the FCC. These consequences, which could include total payments to the U.S. Treasury of billions of dollars, create a powerful incentive for the companies to meet their commitments on time.
“In light of the significant commitments made byT-Mobile and Sprint as well as the facts in the record to date, I believe that this transaction is in the public interest and intend to recommend to my colleagues that the FCC approve it. This is a unique opportunity to speed up the deployment of 5G throughout the United States and bring much faster mobile broadband to rural Americans. We should seize this opportunity.”
The FCC opened a proceeding to consider theT-Mobile/Sprint transaction on June 15, 2018 and has amassed a voluminous record in the time since. In the coming weeks, Chairman Pai will present his colleagues with a draft order that would resolve this matter.
Additional information about this proceeding can be found athttps://www.fcc.gov/transaction/t-mobile-sprint.
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, 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.
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 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.
