T-Mobile US S4/A Registration of securities issued in business combination transactions (amended)

Rights of Stockholders of the
Combined Company

Rights of Current
Stockholders ofT-Mobile

Rights of Current
Stockholders of Sprint

percentage (as defined in the amended and restated stockholders’ agreement) is 25% or greater, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken will be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. If at any time Deutsche Telekom’s voting percentage is less than 25%, the stockholders’ ability to act by written consent will forever terminate and thereafter the stockholders may not take action by written consent.

(as defined in the stockholder’s agreement) is 25% or greater, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken will be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. If at any time Deutsche Telekom’s voting percentage is less than 25%, the stockholders’ ability to act by written consent will forever terminate and thereafter the stockholders may not take action by written consent.

without a meeting, without prior notice, and without a vote, if a consent or consents in writing setting forth the action so taken, will be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Stockholder Proposals and Nominations of Candidates for Election to the Board of Directors

The bylaws of the combined company allow stockholders who are record holders on the date of notice and, at the time of an annual meeting or special meeting, as applicable, who are entitled to vote at the meeting and who timely gave notice in writing to the secretary prior to the meeting, to nominate candidates for election to theT-Mobile board of directors. Stockholders who are record holders on the date of notice and, at the time of an annual meeting, who are entitled to vote at the meeting and who timely gave notice in writing to the secretary prior to the

The bylaws of T-Mobile allow stockholders who are record holders on the date of notice and, at the time of an annual meeting or special meeting, as applicable, who are entitled to vote at the meeting and who timely gave notice in writing to the secretary prior to the meeting, to nominate candidates for election to theT-Mobile board of directors. Stockholders who are record holders on the date of notice and, at the time of an annual meeting, who are entitled to vote at the meeting and who timely gave notice in writing to the secretary prior to the

The bylaws of Sprint allow stockholders who are record holders on the date of notice and on the record date for the determination of stockholders entitled to vote at the meeting and who are entitled to vote at the meeting upon such election of directors or upon such business, as the case may be, to nominate persons for election to the Sprint board and propose business to be considered by the stockholders at an annual meeting.

Such proposals (other than proposals included in the

As filed with the Securities and Exchange Commission on October 19, 2018

Registration No. 333-226435

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

FORMS-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

T-MOBILE US, INC.

(Exact name of registrant as specified in its charter)

Delaware

4812

20-0836269

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification Number)

12920 SE 38th Street

Bellevue, Washington 98006-1350

(425)378-4000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

J. Braxton Carter

Chief Financial Officer

T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006-1350

(425)378-4000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Adam O. Emmerich

David K. Lam

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212)403-1000

Stefan K. Schnopp

Vice President and Corporate Secretary

Sprint Corporation

6200 Sprint Parkway

Overland Park, Kansas 66251

(877) 564-3166

Brandon C. Parris

Morrison & Foerster LLP

425 Market Street

San Francisco, California 94105

(415)268-7000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger transactions described in the enclosed joint consent solicitation statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to the securities to be issued in the merger transactions has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint consent solicitation statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS

DATED OCTOBER 19, 2018, SUBJECT TO COMPLETION

To Our Stockholders:

As previously announced, on April 29, 2018,T-Mobile US, Inc. (which we refer to as“T-Mobile”) and Sprint Corporation (which we refer to as “Sprint”) entered into a business combination agreement (which, as it may be amended or supplemented from time to time, we refer to as the “business combination agreement”), pursuant to whichT-Mobile and Sprint agreed to combine their respective businesses (which we refer to as the “merger transactions”). The combined company will be named“T-Mobile” and, as a result of the merger, is expected to be able to rapidly launch a broad and deep nationwide 5G network, accelerate innovation and increase competition in the U.S. wireless, video and broadband industries. NeitherT-Mobile nor Sprint on its own could generate comparable benefits to consumers.

If the merger transactions are completed, each share of Sprint common stock (other than certain shares described in the business combination agreement) will be automatically converted into the right to receive 0.10256 shares (which we refer to as the “exchange ratio”) ofT-Mobile common stock, the common stock of the combined company. We expect that theT-Mobile common stock will continue to be listed on the NASDAQ Global Select Market (which we refer to as “NASDAQ”) under the ticker symbol “TMUS.” Based on the closing price of a share ofT-Mobile common stock on NASDAQ on April 27, 2018, the last trading day before public announcement of the merger transactions, the implied value of the exchange ratio to Sprint stockholders was approximately $6.62 per share. As of [ ], 2018, and assuming that each share ofT-Mobile common stock will have a value equal to the closing price of a share ofT-Mobile common stock on NASDAQ on such date, the implied value of the exchange ratio to Sprint stockholders is approximately $[ ] per share. BecauseT-Mobile’s share price will fluctuate between now and the completion of the merger transactions, and because the exchange ratio is fixed and will not be adjusted to reflect changes inT-Mobile’s or Sprint’s share price, the value of theT-Mobile common stock received by Sprint stockholders in the merger transactions may differ from the implied value based on the share price on the date of the business combination agreement or on [ ], 2018. We urge you to obtain current share price quotations forT-Mobile common stock and Sprint common stock.

Following the merger transactions, it is anticipated that Deutsche Telekom AG (which we refer to as “Deutsche Telekom”) and SoftBank Group Corp. (which we refer to as “SoftBank”) will hold, directly or indirectly, on a fully diluted basis, approximately 41.7% and 27.3%, respectively, of the outstandingT-Mobile common stock, with the remaining approximately 31.0% of the outstandingT-Mobile common stock held by other stockholders, based on closing share prices and certain other assumptions as of October 1, 2018. In connection with the closing of the merger transactions, Deutsche Telekom, SoftBank andT-Mobile will enter into an amended and restated stockholders’ agreement, and Deutsche Telekom and SoftBank will enter into a proxy, lock-up and ROFR agreement, each of which will provide for certain rights and restrictions in respect of theT-Mobile common stock that will be held by Deutsche Telekom and SoftBank from and after the closing of the merger transactions. Descriptions of these agreements can be found under the section of this joint consent solicitation statement/prospectus entitled “Stockholders’ and Proxy Agreements.”

TheT-Mobile board of directors has carefully considered the terms of the business combination agreement and, following the determination by an independent committee of theT-Mobile board of directors that the merger transactions are fair to and in the best interests of all ofT-Mobile’s stockholders (including such stockholders other than Deutsche Telekom) and the recommendation of the independent committee, has determined that the business combination agreement and the transactions contemplated thereby are fair to, and in the best interests of,T-Mobile and its stockholders. Accordingly, theT-Mobile board of directors has unanimously approved the business combination agreement and the transactions contemplated thereby. However, the approval of a proposal to amend and restate theT-Mobile certificate of incorporation, including threesub-proposals to (1) approve an increase in the number of authorized shares ofT-Mobile common stock from one billion to two billion, (2) amend the director designation rights of Deutsche Telekom and add director designation rights of SoftBank and (3) add approval rights of SoftBank, in each case, including other amendments incidental or related to the

foregoing (which we refer to, collectively, as the“T-Mobile charter amendment”) and the approval of the issuance of shares ofT-Mobile common stock in the merger transactions (which we refer to as the“T-Mobile share issuance” and, together with theT-Mobile charter amendment, the“T-Mobile proposals”) by holders of a majority of the outstanding shares ofT-Mobile common stock (which we refer to as the“T-Mobile stockholder approval”) are required for the merger transactions to close.

T-Mobile is sending this document to its stockholders to request that they approve theT-Mobile proposals by executing and returning the written consent furnished with this joint consent solicitation statement/prospectus. TheT-Mobile board of directors has set October 1, 2018 as the record date (which we refer to as the“T-Mobile record date”) for determining the holders ofT-Mobile common stock entitled to execute and deliver written consents with respect to this solicitation.

Subsequent to the execution of the business combination agreement, Deutsche Telekom and Deutsche Telekom Holding B.V. (which we refer to as “Deutsche Telekom Holding”) entered into a support agreement (which we refer to as the “Deutsche Telekom support agreement”) under which they agreed, promptly (and in any event within two business days) following their receipt of this joint consent solicitation statement/prospectus, to execute and deliver a written consent with respect to all of the outstanding shares ofT-Mobile common stock held by Deutsche Telekom Holding, representing approximately 63.5% of the outstanding shares ofT-Mobile common stock as of theT-Mobile record date, approving theT-Mobile proposals (which we refer to as the “Deutsche Telekom written consent”). Because theT-Mobile proposals require the approval of at least a majority of the outstanding shares ofT-Mobile common stock and Deutsche Telekom Holding is the beneficial holder of a majority of the outstanding shares ofT-Mobile common stock as of theT-Mobile record date, the delivery of the Deutsche Telekom written consent will constitute receipt byT-Mobile of theT-Mobile stockholder approval.

The Sprint board of directors has carefully considered the terms of the business combination agreement and, following the determination by an independent committee of the Sprint board of directors that the merger transactions are fair to and in the best interests of all of Sprint’s stockholders (including such stockholders other than SoftBank) and the recommendation of the independent committee, has determined that the business combination agreement and the transactions contemplated thereby are fair to, and in the best interests of, Sprint and its stockholders. Accordingly, the Sprint board of directors has unanimously approved the business combination agreement and the transactions contemplated thereby. However, the approval of the adoption of the business combination agreement (which we refer to as the “Sprint merger approval”) by the holders of a majority of the outstanding shares of Sprint common stock is required for the merger transactions to close. In addition, Sprint is submitting to its stockholders a proposal for the approval (which, together with the Sprint merger approval, we refer to as the “Sprint stockholder approval”), on a nonbinding, advisory basis, of an amended and restatedT-Mobile certificate of incorporation, including threesub-proposals to (1) approve an increase in the number of authorized shares ofT-Mobile common stock from one billion to two billion, (2) amend the director designation rights of Deutsche Telekom and add director designation rights of SoftBank and (3) add approval rights of SoftBank, in each case, including other amendments incidental or related to the foregoing (which we refer to, collectively, as the “Sprint advisoryT-Mobile charter amendment” and, together with the Sprint merger approval, the “Sprint proposals”).

Sprint is sending this document to its stockholders to request that they approve the Sprint proposals by executing and returning the written consent furnished with this joint consent solicitation statement/prospectus. The Sprint board of directors has set October 1, 2018 as the record date (which we refer to as the “Sprint record date”) for determining the holders of Sprint common stock entitled to execute and deliver written consents with respect to this solicitation.

Subsequent to the execution of the business combination agreement, SoftBank, SoftBank Group Capital Limited, Starburst I, Inc. (which we refer to as “Starburst”) and Galaxy Investment Holdings, Inc. (which we refer to as “Galaxy”) entered into a support agreement (which we refer to as the “SoftBank support agreement”) under which they agreed, promptly (and in any event within two business days) following their receipt of this joint consent solicitation statement/prospectus, to execute and deliver a written consent with respect to all of the outstanding shares of Sprint common stock held by Starburst and Galaxy, representing approximately 84.5% of the outstanding shares of Sprint common stock as of the Sprint record date, approving the Sprint proposals

(which we refer to as the “SoftBank written consent”). Because the Sprint proposals require the approval of a majority of the outstanding shares of Sprint common stock and Starburst and Galaxy are, collectively, the beneficial holders of a majority of the outstanding shares of Sprint common stock as of the Sprint record date, the delivery of the SoftBank written consent will constitute receipt by Sprint of the Sprint stockholder approval.

NeitherT-Mobile nor Sprint will be holding a stockholders’ meeting to consider theT-Mobile proposals or the Sprint proposals, as applicable.

The obligations of the parties to the business combination agreement to complete the merger transactions are subject to the satisfaction or waiver of several conditions set forth in the business combination agreement, a copy of which is included as Annex A to the accompanying joint consent solicitation statement/prospectus. The accompanying joint consent solicitation statement/prospectus provides you with detailed information about the business combination agreement and the merger transactions. It also contains or references information aboutT-Mobile and Sprint and certain related matters.You are encouraged to read the accompanying joint consent solicitation statement/prospectus, including the Annexes and the documents incorporated by reference in the accompanying joint consent solicitation statement/prospectus, carefully and in their entirety.In particular, you should read the “Risk Factors” section beginning on page40 of the accompanying joint consent solicitation statement/prospectus for a discussion of the risks you should consider in evaluating the proposed transactions and how they will affect you.

We look forward to the successful combination ofT-Mobile and Sprint.

[ ]

John J. Legere

Chief Executive Officer

T-Mobile US, Inc.

[ ]

Michel Combes

President and Chief Executive Officer

Sprint Corporation

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger transactions or the securities to be issued in connection with the merger transactions or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying joint consent solicitation statement/prospectus is dated [ ], 2018, and is first being mailed to the stockholders ofT-Mobile and Sprint on or about [ ], 2018.

LOGO

T-MOBILE US, INC.

12920 SE 38th Street

Bellevue, Washington 98006-1350

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To Stockholders ofT-Mobile US, Inc.:

Pursuant to a Business Combination Agreement, dated as of April 29, 2018 (which we refer to as the “business combination agreement”), by and amongT-Mobile US, Inc. (which we refer to as“T-Mobile”), Sprint Corporation (which we refer to as “Sprint”), Huron Merger Sub LLC, a wholly owned subsidiary ofT-Mobile (which we refer to as “Merger Company”), Superior Merger Sub Corporation, a wholly owned subsidiary of Merger Company (which we refer to as “Merger Sub”), Starburst I, Inc. (which we refer to as “Starburst”), Galaxy Investment Holdings, Inc. (which, together with Starburst, we refer to as the “SoftBank US HoldCos”), and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V. and SoftBank Group Corp., the SoftBank US HoldCos will merge with and into Merger Company, with Merger Company continuing as the surviving entity and as a wholly owned subsidiary ofT-Mobile, and Merger Sub will merge with and into Sprint, with Sprint continuing as the surviving corporation and as a wholly owned subsidiary ofT-Mobile, in each case on the terms and subject to the satisfaction or waiver of the conditions described in the business combination agreement (which we refer to, collectively, as the “merger transactions”).

This joint consent solicitation statement/prospectus is being delivered to you on behalf of theT-Mobile board of directors to request that holders ofT-Mobile common stock as of the record date of October 1, 2018 (which we refer to as the“T-Mobile record date”) execute and return written consents to approve the amendment and restatement of theT-Mobile certificate of incorporation in connection with the merger transactions, including threesub-proposals to (1) approve an increase in the number of authorized shares ofT-Mobile common stock from one billion to two billion, (2) amend the director designation rights of Deutsche Telekom and add director designation rights of SoftBank and (3) add approval rights of SoftBank, in each case, including other amendments incidental or related to the foregoing (which we refer to as the“T-Mobile charter amendment”), and approve of the issuance of shares ofT-Mobile common stock in the merger transactions (which we refer to as the“T-Mobile share issuance” and, together with theT-Mobile charter amendment, the“T-Mobile proposals”).

This joint consent solicitation statement/prospectus describes the merger transactions and theT-Mobile proposals and the actions to be taken in connection with the merger transactions and theT-Mobile proposals and provides additional information about the parties involved. Please give this information your careful attention. A copy of the business combination agreement is attached as Annex A to this joint consent solicitation statement/prospectus.

Please complete, date and sign the written consent furnished with this joint consent solicitation statement/prospectus and return it promptly toT-Mobile by one of the means described in “Solicitation ofT-Mobile Written Consents.”

By Order of the Board of Directors,

[ ]

Timotheus Höttges

Chairman of the Board of Directors

[ ], 2018

LOGO

SPRINT CORPORATION

6200 Sprint Parkway

Overland Park, Kansas 66251

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To Stockholders of Sprint Corporation:

This joint consent solicitation statement/prospectus is being delivered to you on behalf of the Sprint board of directors to request that holders of Sprint common stock as of the record date of October 1, 2018 (which we refer to as the “Sprint record date”) execute and return written consents to approve the adoption of the business combination agreement (which we refer to as the “Sprint merger approval”). You are also being requested to approve, on a nonbinding, advisory basis, the amendment and restatement of theT-Mobile certificate of incorporation in connection with the merger transactions, including threesub-proposals to (1) approve an increase in the number of authorized shares ofT-Mobile common stock from one billion to two billion, (2) amend the director designation rights of Deutsche Telekom and add director designation rights of SoftBank and (3) add approval rights of SoftBank, in each case, including other amendments incidental or related to the foregoing (which we refer to, collectively, as the “Sprint advisoryT-Mobile charter amendment” and, together with the Sprint merger approval, the “Sprint proposals”).

This joint consent solicitation statement/prospectus describes the merger transactions and the Sprint proposals and the actions to be taken in connection with the merger transactions and the Sprint proposals and provides additional information about the parties involved. Please give this information your careful attention. A copy of the business combination agreement is attached as Annex A to this joint consent solicitation statement/prospectus.

Please complete, date and sign the written consent furnished with this joint consent solicitation statement/prospectus and return it promptly to Sprint by one of the means described in “Solicitation of Sprint Written Consents.”

By Order of the Board of Directors,

[ ]

Stefan K. Schnopp

Vice President and Corporate Secretary

[ ], 2018

TABLE OF CONTENTS


ADDITIONAL INFORMATION			1
ABOUT THIS JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS			2
QUESTIONS AND ANSWERS			5
SUMMARY			15
The Merger Transactions			15
Consideration to Sprint Stockholders			19
Treatment of Sprint Equity-Based Awards			20
T-Mobile’s Reasons for the Merger and Recommendation of theT-Mobile Board of Directors			21
Opinions ofT-Mobile’s Financial Advisors			22
Sprint’s Reasons for the Merger and Recommendation of the Sprint Board of Directors			23
Opinions of Sprint’s Financial Advisors			23
Solicitation ofT-Mobile Written Consents			25
Solicitation of Sprint Written Consents			26
Interests of Certain Executive Officers and Directors ofT-Mobile in the Merger Transactions			27
Interests of Certain Executive Officers and Directors of Sprint in the Merger Transactions			27
Board of Directors and Management of the Combined Company			27
Stockholders’ and Proxy Agreements			28
Description of Financing			28
Regulatory Approvals Required for the Merger Transactions			29
No Appraisal Rights			30
No Solicitation; Third-Party Acquisition Proposals			30
Change of Recommendation			30
Conditions to the Completion of the Merger Transactions			31
Termination of the Business Combination Agreement; Payment Amount			33
Transaction-Related Costs			35
Accounting Treatment			35
Litigation Related to the Merger Transactions			35
Material U.S. Federal Income Tax Consequences of the Merger			35
Comparison of Stockholders’ Rights			36
Risk Factors			36
Information about the Companies			36
RISK FACTORS			40
Risks Related to the Merger Transactions			40
Risks Related to the Business of the Combined Company			47
Risks Related toT-Mobile’s Business			51
Risks Related to Sprint’s Business			51
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			52
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OFT-MOBILE			53
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF SPRINT			55
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA			57
COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE FINANCIAL DATA			58
INFORMATION ABOUT THE COMPANIES			59
T-Mobile			59
Merger Company			59
Merger Sub			59
Sprint			60
Starburst			60
Galaxy			60
Deutsche Telekom			60
Deutsche Telekom Holding			61
SoftBank			61


SOLICITATION OFT-MOBILE WRITTEN CONSENTS			62
Consents			62
Shares Entitled to Consent and Consent Required			62
Submission of Consents			62
Executing Consents; Revocation of Consents			63
Solicitation of Consents; Expenses			63
Recommendation of theT-Mobile Board of Directors			63
SOLICITATION OF SPRINT WRITTEN CONSENTS			64
Consents			64
Shares Entitled to Consent and Consent Required			64
Submission of Consents			64
Executing Consents; Revocation of Consents			65
Solicitation of Consents; Expenses			65
Recommendation of the Sprint Board of Directors			65
THE MERGER TRANSACTIONS			66
The Merger Transactions			66
Consideration to Sprint Stockholders			66
Treatment of Sprint Equity-Based Awards			67
Background of the Merger Transactions			68
T-Mobile’s Reasons for the Merger and Recommendation of theT-Mobile Board of Directors			84
Opinions ofT-Mobile’s Financial Advisors			89
Sprint’s Reasons for the Merger and Recommendation of the Sprint Board of Directors			123
Opinions of Sprint’s Financial Advisors			128
T-Mobile Unaudited Prospective Financial Information			160
Sprint Unaudited Prospective Financial Information			165
Interests of Certain Executive Officers and Directors ofT-Mobile in the Merger Transactions			170
Interests of Certain Executive Officers and Directors of Sprint in the Merger Transactions			175
Board of Directors and Management of the Combined Company			183
Regulatory Approvals Required for the Merger Transactions			183
Listing ofT-Mobile Common Stock			185
Delisting and Deregistration of Sprint Common Stock			185
Transaction-Related Costs			186
Accounting Treatment			186
Support Agreements			186
Stockholders’ and Proxy Agreements			187
Other Agreements			188
Litigation Related to the Merger Transactions			188
THE BUSINESS COMBINATION AGREEMENT			189
Explanatory Note Regarding the Business Combination Agreement			189
The Merger Transactions			189
Closing and Effective Time of the Merger Transactions			190
Consideration to Sprint Stockholders			191
Treatment of Sprint Equity-Based Awards			192
No Appraisal Rights			193
Withholding			194
No Fractional Shares			194
Certain Governance Matters Following the Merger Transactions			194
Representations and Warranties			195
Nonsurvival of Representations and Warranties			198
Covenants and Agreements			198
Conditions to the Completion of the Merger Transactions			211
Termination of the Business Combination Agreement; Payment Amount			216


Limitation on Remedies			217
Fees and Expenses			218
Indemnification of Directors and Officers; Directors’ and Officers’ Insurance			218
Certain Indemnification Obligations of SoftBank			219
Amendment and Waiver			219
Governing Law			220
Assignment			220
Specific Performance			220
SUPPORT AGREEMENTS			221
Deutsche Telekom Support Agreement			221
SoftBank Support Agreement			221
STOCKHOLDERS’ AND PROXY AGREEMENTS			223
Amended and Restated Stockholders’ Agreement			223
Proxy Agreement			232
DESCRIPTION OF FINANCING			236
DESCRIPTION OFT-MOBILE CAPITAL STOCK			239
NO APPRAISAL RIGHTS			244
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			245
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			249
COMPARATIVE PER SHARE MARKET PRICE INFORMATION			263
PRINCIPAL STOCKHOLDERS OFT-MOBILE			265
PRINCIPAL STOCKHOLDERS OF SPRINT			266
COMPARISON OF STOCKHOLDERS’ RIGHTS			268
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			291
HOUSEHOLDING INFORMATION			294
EXPERTS			295
LEGAL MATTERS			295
WHERE YOU CAN FIND MORE INFORMATION			296
ANNEX A Business Combination Agreement			A-1
ANNEX B Deutsche Telekom Support Agreement			B-1
ANNEX C SoftBank Support Agreement			C-1
ANNEX D Form of Amended and Restated Certificate of Incorporation			D-1
ANNEX E Form of Amended and Restated Bylaws			E-1
ANNEX F Form of Amended and Restated Stockholders’ Agreement			F-1
ANNEX G Form of Proxy,Lock-up and ROFR Agreement			G-1
ANNEX H Opinion of PJT Partners LP			H-1
ANNEX I Opinion of Goldman Sachs & Co. LLC			I-1
ANNEX J Opinion of Evercore Group LLC			J-1
ANNEX K Opinion of Raine Securities LLC			K-1
ANNEX L Opinion of J.P. Morgan Securities LLC			L-1
ANNEX M Opinion of Centerview Partners LLC			M-1

iii

ADDITIONAL INFORMATION

The accompanying joint consent solicitation statement/prospectus incorporates by reference important business and financial information aboutT-Mobile and Sprint from documents that are not included in or delivered with the accompanying joint consent solicitation statement/prospectus. This information is available without charge to you upon written or oral request. You can obtain the documents incorporated by reference in the accompanying joint consent solicitation statement/prospectus by requesting them in writing, by email or by telephone fromT-Mobile or Sprint at their respective addresses and telephone numbers listed below or by accessing such documents on the websites listed below.Any otherinformationprovided on the websites listed below is not a part of the accompanying joint consent solicitation statement/prospectus and therefore is not incorporated by reference into the accompanying joint consent solicitation statement/prospectus.

ForT-Mobile Stockholders:

Investor Relations

T-Mobile US, Inc.

1 Park Avenue, 14th Floor

New York, New York 10016
Telephone: (212)358-3210
investor.relations@t-mobile.com
www.t-mobile.com

For Sprint Stockholders:

Sprint Shareholder Relations
6200 Sprint Parkway

Mailstop KSOPHF0302-3B679

Overland Park, Kansas 66251

Telephone: (913)794-1091
shareholder.relations@sprint.com
www.sprint.com

In addition, if you have questions about the merger transactions, the solicitation ofT-Mobile written consents or the solicitation of Sprint written consents, or if you need to obtain copies of the accompanying joint consent solicitation statement/prospectus or other documents incorporated by reference in the accompanying joint consent solicitation statement/prospectus, you may contact the appropriate contact listed above. You will not be charged for any of the documents you request.

To ensure timely delivery, any request should be made no later than [ ], 2018.

For a more detailed description of the information incorporated by reference in the accompanying joint consent solicitation statement/prospectus and how you may obtain it, see “Where You Can Find More Information.”

ABOUT THIS JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS

This joint consent solicitation statement/prospectus, which forms part of a registration statement onForm S-4 filed with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) byT-Mobile (FileNo. 333-226435), constitutes a prospectus ofT-Mobile under Section 5 of the U.S. Securities Act of 1933, as amended (which we refer to as the “Securities Act”), with respect to theT-Mobile common stock to be issued to Sprint stockholders pursuant to the business combination agreement. This joint consent solicitation statement/prospectus also constitutes a consent solicitation statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), ofT-Mobile with respect to the proposals to approve each of theT-Mobile charter amendment and theT-Mobile share issuance, and a consent solicitation statement under Section 14(a) of the Exchange Act of Sprint with respect to the proposals to approve each of the adoption of the business combination agreement and, on a nonbinding, advisory basis, the Sprint advisoryT-Mobile charter amendment.

NeitherT-Mobile nor Sprint has authorized anyone to give any information or make any representation about the merger transactions or any of the other transactions contemplated by the business combination agreement,T-Mobile or Sprint that is different from, or in addition to, that contained in this joint consent solicitation statement/prospectus or in any of the materials that have been incorporated by reference. Therefore, neitherT-Mobile nor Sprint takes any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained in or incorporated by reference into this joint consent solicitation statement/prospectus. This joint consent solicitation statement/prospectus is dated [ ], 2018. The information contained in this joint consent solicitation statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this joint consent solicitation statement/prospectus toT-Mobile or Sprint stockholders nor the issuance byT-Mobile of common stock pursuant to the business combination agreement will create any implication to the contrary.

This joint consent solicitation statement/prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerningT-Mobile contained in or incorporated by reference into this joint consent solicitation statement/prospectus has been provided byT-Mobile, and the information concerning Sprint contained in this joint consent solicitation statement/prospectus has been provided by Sprint.

Unless otherwise indicated or as the context otherwise requires, all references in this joint consent solicitation statement/prospectus to:

•

“closing” refers to the closing of the merger transactions;

•

“combined company” refers toT-Mobile following the completion of the merger transactions;

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“DGCL” refers to the General Corporation Law of the State of Delaware;

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“Deutsche Telekom” refers to Deutsche Telekom AG, anAktiengesellschaft organized and existing under the laws of the Federal Republic of Germany;

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“Deutsche Telekom Holding” refers to Deutsche Telekom Holding B.V., abesloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands;

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“Deutsche Telekom Parties” refers to Deutsche Telekom and Deutsche Telekom Holding, collectively;

•

“effective time” refers to the effective time of the merger pursuant to the business combination agreement;

•

“exchange ratio” refers to 0.10256 shares ofT-Mobile common stock per share of Sprint common stock;

•

“Galaxy” refers to Galaxy Investment Holdings, Inc., a Delaware corporation;

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“Galaxy common stock” refers to the shares of common stock, par value $0.01 per share, of Galaxy;

•

“HoldCo mergers” refers to, collectively, the merger of each SoftBank US HoldCo with and into Merger Company, in each case with Merger Company continuing as the surviving entity and as a wholly owned subsidiary ofT-Mobile;

•

“HoldCo mergers effective time” refers to the effective time of the HoldCo mergers pursuant to the business combination agreement;

•

“merger” refers to the merger of Merger Sub with and into Sprint, with Sprint continuing as the surviving corporation and as a wholly owned subsidiary ofT-Mobile;

•

“Merger Company” refers to Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary ofT-Mobile;

•

“merger consideration” refers to the right of holders of Sprint common stock to receive the exchange ratio;

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“Merger Sub” refers to Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Merger Company;

•

“merger transactions” refers to (i) if the revised structure notice has not been delivered in accordance with the business combination agreement, the HoldCo mergers and the merger, or (ii) if the revised structure notice has been delivered in accordance with the business combination agreement, the merger;

•

“SEC” refers to the U.S. Securities and Exchange Commission;

•

“SoftBank” refers to SoftBank Group Corp., a Japanesekabushiki kaisha;

•

“SoftBank Parties” refers to SoftBank and the SoftBank US HoldCos, collectively;

•

“SoftBank UK” refers to SoftBank Group Capital Limited, a private limited company incorporated in England and Wales and a wholly owned subsidiary of SoftBank;

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“SoftBank US HoldCos” refers to Galaxy and Starburst, collectively;

•

“Sprint” refers to Sprint Corporation, a Delaware corporation;

•

“Sprint board of directors” refers to the board of directors of Sprint;

•

“Sprint common stock” refers to the shares of common stock, par value $0.01 per share, of Sprint;

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“Sprint independent committee” refers to the committee of the Sprint board of directors consisting solely of the independent directors of Sprint, which the Sprint board of directors established for the purpose of analyzing and evaluating a possible business combination transaction withT-Mobile and, in coordination with the rest of the Sprint board of directors and Sprint management, interacting with SoftBank, Deutsche Telekom or T-Mobile with respect to such a possible business combination;

•

“Sprint proposals” refers to the Sprint merger approval and, on a nonbinding, advisory basis, the Sprint advisoryT-Mobile charter amendment (which includes threesub-proposals to (1) approve an increase in the number of authorized shares ofT-Mobile common stock from one billion to two billion, (2) amend the director designation rights of Deutsche Telekom and add director designation rights of SoftBank and (3) add approval rights of SoftBank, in each case, including other amendments incidental or related to the foregoing), collectively;

•

“Sprint stockholders” refers to the holders of Sprint common stock;

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“Starburst” refers to Starburst I, Inc., a Delaware corporation;

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“Starburst common stock” refers to the shares of common stock, par value $0.01 per share, of Starburst;

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“T-Mobile” refers toT-Mobile US, Inc., a Delaware corporation;

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“T-Mobile board of directors” refers to the board of directors ofT-Mobile or, following the completion of the merger, the combined company;

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“T-Mobile common stock” refers to the shares of common stock, par value $0.00001 per share, ofT-Mobile or, following the completion of the merger, the combined company;

•

“T-Mobile independent committee” refers to the committee of theT-Mobile board of directors consisting solely of independent directors ofT-Mobile, which theT-Mobile board of directors established for the purpose of reviewing and monitoring a possible business combination transaction with Sprint and negotiating on behalf ofT-Mobile the terms and conditions of any agreements or arrangements proposed to be entered into betweenT-Mobile or the combined company and Deutsche Telekom related to the transaction;

•

“T-Mobile proposals” refers to the proposal to approve theT-Mobile charter amendment (which includes threesub-proposals to (1) approve an increase in the number of authorized shares ofT-Mobile common stock from one billion to two billion, (2) amend the director designation rights of Deutsche Telekom and add director designation rights of SoftBank and (3) add approval rights of SoftBank, in each case, including other amendments incidental or related to the foregoing) and the proposal to approve theT-Mobile share issuance, collectively;

•

“T-Mobile stockholders” refers to the holders ofT-Mobile common stock;

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“T-Mobile USA” refers toT-Mobile USA, Inc., a Delaware corporation; and

•

“we,” “our” and “us” refer toT-Mobile and Sprint, collectively.

QUESTIONS AND ANSWERS

The following are answers to certain questions you may have regarding the merger transactions, the other transactions contemplated by the business combination agreement, the solicitation ofT-Mobile written consents and the solicitation of Sprint written consents. You are urged to read this joint consent solicitation statement/prospectus carefully and in its entirety, because the information in this section may not provide all of the information that might be important to you. Additional important information is also contained in the Annexes to, and the documents incorporated by reference into, this joint consent solicitation statement/prospectus. See “Where You Can Find More Information.”

Q:	WHAT IS THE PROPOSED TRANSACTION?

On April 29, 2018,T-Mobile and Sprint entered into a business combination agreement (together with the other parties to the agreement) pursuant to whichT-Mobile and Sprint agreed to combine their respective businesses. The combined company will be named“T-Mobile” and, as a result of the merger, is expected to be able to rapidly launch a broad and deep nationwide 5G network, accelerate innovation and increase competition in the U.S. wireless, video and broadband industries. NeitherT-Mobile nor Sprint on its own could generate comparable benefits to consumers.

A copy of the business combination agreement is attached as Annex A to this joint consent solicitation statement/prospectus. The business combination agreement contains the terms and conditions of the proposed transaction betweenT-Mobile and Sprint. Under the business combination agreement, if certain conditions are met, each SoftBank US HoldCo will merge with and into Merger Company (which we refer to, collectively, as the “HoldCo mergers”), with Merger Company continuing as the surviving entity (which we sometimes refer to as the “SoftBank surviving entity”) and as a wholly owned subsidiary ofT-Mobile. Irrespective of whether the HoldCo mergers occur, subject to the satisfaction or waiver of the conditions in the business combination agreement, Merger Sub will merge with and into Sprint (which we refer to as the “merger”), with Sprint continuing as the surviving corporation (which we sometimes refer to as the “surviving corporation”) and as a wholly owned indirect subsidiary ofT-Mobile. Following the merger transactions, the Sprint common stock will be delisted from the New York Stock Exchange (which we refer to as the “NYSE”) and deregistered under the Exchange Act and cease to be publicly traded.

Q:	WHO IS SOLICITING MY WRITTEN CONSENT?

A:	TheT-Mobile board of directors is providing these consent solicitation materials to the stockholders ofT-Mobile.

The Sprint board of directors is providing these consent solicitation materials to the stockholders of Sprint.

These materials also constitute a prospectus ofT-Mobile with respect to theT-Mobile common stock to be issued to Sprint stockholders pursuant to the business combination agreement.

Q:	WHAT ARET-MOBILE STOCKHOLDERS BEING ASKED TO APPROVE?

T-Mobile stockholders are being asked to approve each of theT-Mobile charter amendment, including threesub-proposals to (1) approve an increase in the number of authorized shares ofT-Mobile common stock from one billion to two billion, (2) amend the director designation rights of Deutsche Telekom and add director designation rights of SoftBank and (3) add approval rights of SoftBank, in each case, including other amendments incidental or related to the foregoing, and theT-Mobile share issuance (which we refer to as the“T-Mobile proposals”).

Q:	WHAT ARE SPRINT STOCKHOLDERS BEING ASKED TO APPROVE?

Sprint stockholders are being asked to approve each of the adoption of the business combination agreement and, on a nonbinding, advisory basis, the Sprint advisoryT-Mobile charter amendment, including threesub-proposals to (1) approve an increase in the number of authorized shares ofT-Mobile common stock from one billion to two billion, (2) amend the director designation rights of Deutsche Telekom and add director designation rights of SoftBank and (3) add approval rights of SoftBank, in each case, including other amendments incidental or related to the foregoing (which we refer to as the “Sprint proposals”).

Q:	WHO IS ENTITLED TO GIVE A WRITTEN CONSENT?

TheT-Mobile board of directors has set October 1, 2018 as the record date for determining the holders of shares ofT-Mobile common stock entitled to execute and deliver written consents with respect to theT-Mobile proposals (which we refer to as the“T-Mobile record date”). Holders ofT-Mobile common stock at the close of business on theT-Mobile record date will be entitled to give or withhold consent with respect to theT-Mobile proposals using the written consent furnished with this joint consent solicitation statement/prospectus.

The Sprint board of directors has set October 1, 2018 as the record date for determining the holders of shares of Sprint common stock entitled to execute and deliver written consents with respect to the Sprint proposals (which we refer to as the “Sprint record date”). Holders of Sprint common stock at the close of business on the Sprint record date will be entitled to give or withhold consent with respect to the Sprint proposals using the written consent furnished with this joint consent solicitation statement/prospectus.

Q:	WHAT WILL STOCKHOLDERS RECEIVE IN THE MERGER TRANSACTIONS?

In the HoldCo mergers, the shares of Galaxy common stock and Starburst common stock issued and outstanding immediately prior to the HoldCo mergers effective time, all of which are currently held by SoftBank UK, will be automatically converted into the right to receive an aggregate number of shares ofT-Mobile common stock equal to the product of (x) 0.10256 (which we refer to as the “exchange ratio”) and (y) the aggregate number of shares of Sprint common stock then held collectively by Galaxy and Starburst (which we refer to as the “HoldCo merger consideration”).

In the merger, each share of Sprint common stock issued and outstanding immediately prior to the effective time (other than shares held directly by Sprint as treasury stock and shares held by the SoftBank surviving entity) will be automatically converted into the right to receive 0.10256 shares ofT-Mobile common stock (which we refer to as the “merger consideration”).

Accordingly, SoftBank and its affiliates will receive the same amount ofT-Mobile common stock per share of Sprint common stock in the merger transactions as all other Sprint stockholders.

No holder of Sprint common stock will be issued a fraction of a share ofT-Mobile common stock in the merger transactions. Each holder of Sprint common stock converted pursuant to the merger transactions who would otherwise have been entitled to receive a fraction of a share ofT-Mobile common stock (after taking into account all shares represented by the certificates and book-entry shares delivered by such holder) will receive theT-Mobile fractional share consideration as described in “The Business Combination Agreement—No Fractional Shares.”

The merger will not result in an exchange of outstanding shares ofT-Mobile common stock. Accordingly, holders of shares ofT-Mobile common stock immediately prior to the effective time will continue to hold their respective shares ofT-Mobile common stock immediately following the effective time.

Q:	WHAT IS THE VALUE OF THE MERGER CONSIDERATION?

The exact value of the consideration to Sprint stockholders will depend on the price per share ofT-Mobile common stock at the completion of the merger transactions, which may be greater than, less than or the same as the price per share ofT-Mobile common stock at the time of entry into the business combination agreement or the date of this joint consent solicitation statement/prospectus.

Based on the closing price of a share ofT-Mobile common stock on NASDAQ on April 27, 2018, the last trading day before public announcement of the merger transactions, the implied value of the exchange ratio to Sprint stockholders was approximately $6.62 per share. As of [ ], and assuming that each share ofT-Mobile common stock will have a value equal to the closing price of a share ofT-Mobile common stock on NASDAQ on such date, the implied value of the exchange ratio to Sprint stockholders is approximately $[ ] per share. You should obtain current market price quotations forT-Mobile common stock; however, as noted above, the prices at the effective time may be greater than, the same as or less than such price quotations.

Q:	WHAT WILL BE THE RESPECTIVE OWNERSHIP PERCENTAGES OF FORMER SPRINT STOCKHOLDERS ANDT-MOBILE STOCKHOLDERS IN THE COMBINED COMPANY?

Following the merger transactions, it is anticipated that Deutsche Telekom and SoftBank will hold, directly or indirectly, on a fully diluted basis, approximately 41.7% and 27.3%, respectively, of the outstandingT-Mobile common stock, with the remaining approximately 31.0% of the outstandingT-Mobile common stock held by other stockholders, based on closing share prices and certain other assumptions as of October 1, 2018. In connection with the closing of the merger transactions, Deutsche Telekom, SoftBank andT-Mobile will enter into an amended and restated stockholders’ agreement, and Deutsche Telekom and SoftBank will enter into a proxy lock-up and ROFR agreement, each of which will provide for certain rights and restrictions in respect of theT-Mobile common stock that will be held by Deutsche Telekom and SoftBank from and after the closing of the merger transactions. Descriptions of these agreements can be found under the section of this joint consent solicitation statement/prospectus entitled “Stockholders’ and Proxy Agreements.”

Q:	WHAT WILL HOLDERS OF SPRINT EQUITY-BASED AWARDS RECEIVE IN THE MERGER?

Stock Options. Each option to purchase shares of Sprint common stock (other than under the Sprint Employees Stock Purchase Plan), whether vested or unvested, that is outstanding immediately prior to the effective time, as of the effective time, will be automatically converted into an option to purchase, on the same terms and conditions (including, if applicable, any continuing vesting requirements) under the applicable plan and award agreement in effect immediately prior to the effective time, a number of shares ofT-Mobile common stock, rounded down to the nearest whole share, equal to the product determined by multiplying (a) the total number of shares of Sprint common stock subject to such Sprint option immediately prior to the effective time, by (b) 0.10256, at an exercise price per share equal to the quotient (rounded up to the nearest whole cent) of (x) the per share exercise price for the Sprint common stock subject to such option as of immediately prior to the effective time, divided by (y) 0.10256.

Time-Based Restricted Stock Units. Each award of time-based restricted stock units in respect of shares of Sprint common stock, whether vested or unvested, that is outstanding as of immediately prior to the effective time, as of the effective time, will be automatically converted into a restricted stock unit award, on the same terms and conditions (including, if applicable, any continuing vesting requirements) under the applicable plan and award agreement in effect immediately prior to the effective time, in respect of a number of shares ofT-Mobile common stock equal to the product (rounded up to the nearest whole share) of (a) the number of shares of Sprint common stock subject to such restricted stock unit as of immediately prior to the effective time multiplied by (b) 0.10256. Any accrued but unpaid dividend equivalents with respect to any award of time-based restricted stock units in respect of shares of Sprint common stock will be assumed and become an obligation with respect to the applicable award of restricted stock units in respect of shares ofT-Mobile common stock.

Performance-Based Restricted Stock Units. Each award of performance-based restricted stock units in respect of shares of Sprint common stock, whether vested or unvested, that is outstanding as of immediately prior to the effective time, as of the effective time, will be automatically converted into a restricted stock unit, on the same terms and conditions (including, if applicable, any continuing vesting requirements, but not the performance-based vesting conditions applicable to such performance-based restricted stock unit in respect of Sprint common stock immediately prior to the effective time) under the applicable plan and award agreement in effect immediately prior to the effective time, in respect of a number of shares ofT-Mobile common stock equal to the product (rounded up to the nearest whole share) of (a) the number of shares of Sprint common stock subject to such restricted stock unit as of immediately prior to the effective time, multiplied by (b) 0.10256. Any accrued but unpaid dividend equivalents with respect to any award of performance-based restricted stock units in respect of shares of Sprint common stock will be assumed and become an obligation with respect to the applicable award of restricted stock units in respect of shares ofT-Mobile common stock. The number of shares of Sprint common stock subject to each award of performance-based restricted stock units as of immediately prior to the effective time will be based on the assumed level of performance equal to (x) in the case of a “turnaround incentive award” issued in respect of Sprint common stock, the greatest of (1) the volume-weighted average price of Sprint common stock over any150-calendar day period as specified in the applicable award agreement as of the effective time, (2) the volume-weighted average price of Sprint common stock over the five consecutive trading day period ending with the second complete trading day prior to the effective time, and (3) the volume-weighted average price of Sprint common stock equal to 100% of the target award; and (y) in the case of an award of performance-based restricted stock units issued in respect of shares of Sprint common stock that is not a “turnaround incentive award,” in respect of outstanding performance periods as of the effective time, the target number of shares of Sprint common stock underlying such award of performance-based restricted stock units, and in respect of completed performance periods as of the effective time, the actual number of shares of Sprint common stock underlying such award of performance-based restricted stock units.

Employees Stock Purchase Plan. Prior to the effective time, Sprint will, contingent on the completion of the merger transactions, (a) cause the purchase period then underway under the Sprint Employees Stock Purchase Plan (the “final purchase period”), to the extent it would otherwise be outstanding at the effective time, to be terminated no later than five business days prior to the effective time; (b) make any pro rata adjustments that may be necessary to reflect the final purchase period, but otherwise treat the final purchase period as a fully effective and completed purchase period; and (c) cause the exercise (as of no later than five business days prior to the effective time) of each outstanding purchase right pursuant to the Sprint Employees Stock Purchase Plan. On such exercise date, Sprint will apply the funds credited to each participant’s payroll withholding account as of such date to the purchase of whole shares of Sprint common stock in accordance with the terms of the Sprint Employees Stock Purchase Plan, and such shares of Sprint common stock will be entitled to receive the merger consideration as of the effective time.

Cash will be payable in lieu of any fractional share ofT-Mobile common stock resulting from application of the 0.10256 equity award adjustment ratio.

Q:	WHEN WILL THE MERGER TRANSACTIONS BE COMPLETED?

The parties currently expect that the merger transactions will be completed in the first half of 2019, subject to certain conditions. NeitherT-Mobile nor Sprint can predict, however, the actual date on which the merger transactions will be completed, or whether they will be completed, because the merger transactions are subject to factors beyond each company’s control, including whether or when the required regulatory and other governmental consents will be received. See “The Business Combination Agreement—Conditions to the Completion of the Merger Transactions” and “The Merger Transactions—Regulatory Approvals Required for the Merger Transactions.”

Q:	WHAT ARE THE CONDITIONS TO THE COMPLETION OF THE MERGER?

In addition to theT-Mobile stockholder approval and the Sprint merger approval, completion of the merger and the other transactions contemplated by the business combination agreement is subject to the satisfaction or waiver of a number of other conditions, including the receipt of required regulatory and other governmental consents and specified minimum credit ratings forT-Mobile USA on the closing date of the merger transactions (after giving effect to the merger) from at least two of three specified credit rating agencies, subject to certain qualifications. See “The Business Combination Agreement—Conditions to the Completion of the Merger Transactions.”

Q:	WHAT EFFECT WILL THE MERGER TRANSACTIONS HAVE ONT-MOBILE AND SPRINT?

Upon completion of the merger transactions, Sprint will cease to be a publicly traded company. Whether or not the HoldCo mergers occur, Merger Sub will merge with and into Sprint, with Sprint surviving the merger as a wholly owned indirect subsidiary ofT-Mobile. Following the merger transactions, the Sprint common stock will no longer be listed on the NYSE or any other stock exchange or quotation system and the registration of Sprint common stock and the related reporting obligations under the Exchange Act will be terminated. If you are a Sprint stockholder, you will no longer be a stockholder of Sprint immediately following the merger transactions, but you will have an interest in the businesses and assets of bothT-Mobile and Sprint through your ownership ofT-Mobile common stock.

Following the merger transactions, theT-Mobile common stock will be the common stock of the combined company, and it is expected that theT-Mobile common stock will continue to be listed on NASDAQ under the ticker symbol “TMUS.” If you are aT-Mobile stockholder, you will continue to be a stockholder ofT-Mobile immediately following the merger transactions, but you will have an interest in the businesses and assets of bothT-Mobile and Sprint through your ownership ofT-Mobile common stock.

Q:	WHAT IS THE RECOMMENDATION OF THET-MOBILE BOARD OF DIRECTORS?

TheT-Mobile board of directors has carefully considered the terms of the business combination agreement and, following the determination by theT-Mobile independent committee that the business combination agreement and the transactions contemplated thereby are fair to and in the best interests of all ofT-Mobile’s stockholders (including such stockholders other than Deutsche Telekom) and the recommendation of theT-Mobile independent committee, has determined that the business combination agreement and the transactions contemplated thereby are fair to, and in the best interests of,T-Mobile and its stockholders. Accordingly, theT-Mobile board of directors has unanimously approved the business combination agreement and the transactions contemplated thereby. TheT-Mobile board of directors unanimously recommends thatT-Mobile stockholders approve theT-Mobile proposals by executing and returning the written consent furnished with this joint consent solicitation statement/prospectus.

Q:	WHATT-MOBILE STOCKHOLDER APPROVAL IS REQUIRED TO APPROVE THE MERGER TRANSACTIONS?

The approval of theT-Mobile proposals by the holders of a majority of the outstanding shares ofT-Mobile common stock (which we refer to as the“T-Mobile stockholder approval”) is required for the merger transactions to be completed. As of theT-Mobile record date, there were 848,381,358 shares ofT-Mobile common stock outstanding and entitled to consent with respect to theT-Mobile proposals, and directors and executive officers ofT-Mobile and their affiliates owned and were entitled to consent with respect to 2,851,511 shares ofT-Mobile common stock (excluding shares owned by Deutsche Telekom), representing approximately 0.34% of the shares ofT-Mobile common stock outstanding on that date.T-Mobile currently expects that its directors and executive officers will deliver written consents in favor of theT-Mobile proposal, although none of them has entered into any agreements obligating him or her to do so.

Subsequent to the execution of the business combination agreement, Deutsche Telekom and Deutsche Telekom Holding entered into a support agreement (which we refer to as the “Deutsche Telekom support agreement”) under which they agreed, promptly (and in any event within two business days) following their receipt of this joint consent solicitation statement/prospectus, to execute and deliver a written consent with respect to all of the outstanding shares ofT-Mobile common stock held by Deutsche Telekom Holding, representing approximately 63.5% of the outstanding shares ofT-Mobile common stock as of theT-Mobile record date, approving theT-Mobile proposals. Because Deutsche Telekom Holding is the beneficial holder of a majority of theT-Mobile common stock outstanding as of theT-Mobile record date, the delivery of the Deutsche Telekom written consent will constitute receipt byT-Mobile of theT-Mobile stockholder approval, regardless of the delivery or withholding of consent by any otherT-Mobile stockholder. Therefore,T-Mobile expects to receive a number of consents sufficient to constitute theT-Mobile stockholder approval.

Q:	ARE THERE ANY RISKS RELATING TO THE MERGER TRANSACTIONS, SPRINT’S BUSINESS OR THE COMBINED COMPANY THATT-MOBILE STOCKHOLDERS SHOULD CONSIDER IN DECIDING WHETHER TO APPROVE THET-MOBILE PROPOSALS?

Yes. Before making any decision on whether to give or withhold consent,T-Mobile stockholders are urged to read the information contained in “Risk Factors” carefully and in its entirety.T-Mobile stockholders should also read and carefully consider the risk factors ofT-Mobile and Sprint that are incorporated by reference into this joint consent solicitation statement/prospectus.

Q:	DO ANY OF THET-MOBILE DIRECTORS OR EXECUTIVE OFFICERS HAVE INTERESTS IN THE MERGER TRANSACTIONS THAT MAY DIFFER FROM THOSE OFT-MOBILE STOCKHOLDERS?

Yes. TheT-Mobile directors and executive officers have interests in the merger that are different from, or in addition to, their interests asT-Mobile stockholders. See “The Merger Transactions—Interests of Certain Executive Officers and Directors ofT-Mobile in the Merger Transactions.” The members of theT-Mobile board of directors and theT-Mobile independent committee were aware of and considered these interests, among other matters, in evaluating the business combination agreement and the transactions contemplated thereby, and in making theT-Mobile board of directors’ recommendation thatT-Mobile stockholders approve theT-Mobile proposals.

Q:	WHAT IS THE RECOMMENDATION OF THE SPRINT BOARD OF DIRECTORS?

The Sprint board of directors has carefully considered the terms of the business combination agreement and, following the determination by the Sprint independent committee that the business combination agreement and the transactions contemplated thereby are fair to and in the best interests of all of Sprint’s stockholders (including such stockholders other than SoftBank) and the recommendation of the Sprint independent committee, has determined that the business combination agreement and the transactions contemplated thereby are fair to, and in the best interests of, Sprint and its stockholders. Accordingly, the Sprint board of directors has unanimously approved the business combination agreement and the transactions contemplated thereby. The Sprint board of directors unanimously recommends that Sprint stockholders approve the Sprint proposals by executing and returning the written consent furnished with this joint consent solicitation statement/prospectus.

Q:	WHAT SPRINT STOCKHOLDER APPROVAL IS REQUIRED TO APPROVE THE MERGER TRANSACTIONS?

A:	The approval of the adoption of the business combination agreement by the holders of a majority of the outstanding shares of Sprint common stock (which we refer to as the “Sprint merger approval”) is required

for the merger transactions to be completed. As of the Sprint record date, there were 4,077,202,570 shares of Sprint common stock outstanding and entitled to consent with respect to the Sprint proposals, and directors and executive officers of Sprint and their affiliates owned and were entitled to consent with respect to 10,074,674 shares of Sprint common stock (excluding shares owned by SoftBank), representing approximately 0.25% of the shares of Sprint common stock outstanding on that date. Sprint currently expects that its directors and executive officers will deliver written consents in favor of the Sprint proposals, although none of them has entered into any agreements obligating him or her to do so.

Subsequent to the execution of the business combination agreement, SoftBank, SoftBank UK, Starburst and Galaxy entered into a support agreement (which we refer to as the “SoftBank support agreement”) under which they agreed, promptly (and in any event within two business days) following their receipt of this joint consent solicitation statement/prospectus, to execute and deliver a written consent with respect to all of the outstanding shares of Sprint common stock held by Starburst and Galaxy, representing approximately 84.5% of the outstanding shares of Sprint common stock as of the Sprint record date, approving the Sprint proposals (which we refer to as the “SoftBank written consent”). Because Starburst and Galaxy are, collectively, the beneficial holder of a majority of the Sprint common stock outstanding as of the Sprint record date,the delivery of the SoftBank written consent will constitute receipt by Sprint of the Sprint stockholder approval, regardless of the delivery or withholding of consent by any other Sprint stockholder. Therefore, Sprint expects to receive a number of consents sufficient to constitute the Sprint stockholder approval.

Q:	GIVEN THAT THE DELIVERY OF THE DEUTSCHE TELEKOM WRITTEN CONSENT AND THE SOFTBANK WRITTEN CONSENT WILL CONSTITUTE THE T-MOBILE STOCKHOLDER APPROVAL AND THE SPRINT STOCKHOLDER APPROVAL, RESPECTIVELY, WHY ARE THE PARTIES SEEKING CONSENTS FROM ALL T-MOBILE AND SPRINT STOCKHOLDERS?

Under applicable SEC guidance, a company may seek a commitment from principal security holders of a target to vote in favor of a business combination transaction and register the securities to be offered and sold in the transaction if, among other things, votes will also be solicited from target stockholders who have not entered such commitments.

Subsequent to the execution of the business combination agreement, Deutsche Telekom and Deutsche Telekom Holding entered into the Deutsche Telekom support agreement, and SoftBank, SoftBank UK, Starburst and Galaxy entered into the SoftBank support agreement, under which they agreed to deliver written consents with respect to all of the outstanding shares of T-Mobile common stock and Sprint common stock, respectively, that they hold approving the T-Mobile proposals and the Sprint proposals, respectively. Because the principal security holders of each of T-Mobile and Sprint have agreed to deliver written consents in favor of the merger transactions, T-Mobile and Sprint are seeking written consents from allT-Mobile stockholders and all Sprint stockholders, respectively, in accordance with the applicable SEC guidance. Nevertheless, the delivery of the Deutsche Telekom written consent will constitute receipt by T-Mobile of the T-Mobile stockholder approval, regardless of the delivery or withholding of consent by any other T-Mobile stockholder, and the delivery of the SoftBank written consent will constitute receipt by Sprint of the Sprint stockholder approval, regardless of the delivery or withholding of consent by any other Sprint stockholder.

Q:	ARE THERE ANY RISKS RELATING TO THE MERGER TRANSACTIONS,T-MOBILE��S BUSINESS OR THE COMBINED COMPANY THAT SPRINT STOCKHOLDERS SHOULD CONSIDER IN DECIDING WHETHER TO APPROVE THE SPRINT PROPOSALS?

Yes. Before making any decision on whether to give or withhold consent, Sprint stockholders are urged to read the information contained in “Risk Factors” carefully and in its entirety. Sprint stockholders should also read and carefully consider the risk factors ofT-Mobile and Sprint that are incorporated by reference into this joint consent solicitation statement/prospectus.

Q:	DO ANY OF THE SPRINT DIRECTORS OR EXECUTIVE OFFICERS HAVE INTERESTS IN THE MERGER TRANSACTIONS THAT MAY DIFFER FROM THOSE OF SPRINT STOCKHOLDERS?

Yes. The Sprint directors and executive officers have interests in the merger that are different from, or in addition to, their interests as Sprint stockholders. See “The Merger Transactions—Interests of Certain Executive Officers and Directors of Sprint in the Merger Transactions.” The members of the Sprint board of directors and the Sprint independent committee were aware of and considered these interests, among other matters, in evaluating the business combination agreement and the transactions contemplated thereby, and in making the Sprint board of directors’ recommendation that Sprint stockholders approve the Sprint proposals.

Q:	HOW DO I RETURN MY WRITTEN CONSENT?

If you are aT-Mobile stockholder at the close of business on theT-Mobile record date, or a Sprint stockholder at the close of business on the Sprint record date, and after carefully reading and considering the information contained in this joint consent solicitation statement/prospectus you wish to return your written consent, please complete, date and sign the enclosed written consent and promptly return it toT-Mobile or Sprint, as applicable, at the addresses below, or email a .pdf copy of your signed and dated written consent toT-Mobile or Sprint, as applicable, to the email addresses below.

ToT-Mobile:

T-Mobile US, Inc.

Corporate Secretary

12920 SE 38th Street

Bellevue, Washington 98006
investor.relations@t-mobile.com

To Sprint:

Corporate Secretary

6200 Sprint Parkway

Mailstop KSOPHF0302-3B679

Overland Park, Kansas 66251

shareholder.relations@sprint.com

NeitherT-Mobile nor Sprint will be holding a stockholders’ meeting to consider theT-Mobile proposals or the Sprint proposals, as applicable, and therefore you will be unable to vote in person by attending a stockholders’ meeting.

Q:	WHAT HAPPENS IF I DO NOT RETURN MY WRITTEN CONSENT?

If you are aT-Mobile stockholder at the close of business on theT-Mobile record date and you do not return your written consent, that will have the same effect as a vote against theT-Mobile proposals. However, because Deutsche Telekom Holding is required to deliver a written consent approving theT-Mobile proposals under the Deutsche Telekom support agreement, and Deutsche Telekom Holding is the beneficial holder of a majority of theT-Mobile common stock outstanding as of theT-Mobile record date, a failure of any otherT-Mobile stockholder to deliver a written consent is not expected to have any effect on the approval of theT-Mobile proposals.

If you are a Sprint stockholder at the close of business on the Sprint record date and you do not return your written consent, that will have the same effect as a vote against the Sprint proposals. However, because Starburst and Galaxy are required to deliver a written consent approving the Sprint proposals under the SoftBank support agreement, and Starburst and Galaxy are, collectively, the beneficial holders of a majority of the Sprint common stock outstanding as of the Sprint record date, a failure of any other Sprint stockholder to deliver a written consent is not expected to have any effect on the approval of the Sprint proposals.

Q:	WHAT IF I AM A RECORD HOLDER AND I RETURN A SIGNED WRITTEN CONSENT WITHOUT INDICATING A DECISION WITH RESPECT TO THET-MOBILE PROPOSALS OR THE SPRINT PROPOSALS?

A:	If you are aT-Mobile stockholder at the close of business on theT-Mobile record date, or a Sprint stockholder at the close of business on the Sprint record date, and you return a signed written consent

without indicating a decision with respect to theT-Mobile proposals or the Sprint proposals, as applicable, that will have the same effect as a vote for theT-Mobile proposals or the Sprint proposals, as applicable.

Q:	WHAT IS THE DEADLINE FOR SUBMISSION OF WRITTEN CONSENTS?

T-Mobile has set [ ], 2018 as the targeted final date for the receipt of written consents (which date, as it may be extended in accordance with the next sentence, we refer to as the“T-Mobile consent deadline”).T-Mobile reserves the right to extend theT-Mobile consent deadline beyond [ ], 2018. Any such extension may be made without notice toT-Mobile stockholders. Under the Deutsche Telekom support agreement, Deutsche Telekom Holding has agreed to deliver its written consent promptly, and in any event within two business days, following its receipt of this joint consent solicitation statement/prospectus. Therefore, a failure of any otherT-Mobile stockholder to deliver a written consent is not expected to have any effect on the approval of theT-Mobile proposals.

Sprint has set [ ], 2018 as the targeted final date for the receipt of written consents (which date, as it may be extended in accordance with the next sentence, we refer to as the “Sprint consent deadline”). Sprint reserves the right to extend the Sprint consent deadline beyond [ ], 2018. Any such extension may be made without notice to Sprint stockholders. Under the SoftBank support agreement, Starburst and Galaxy have agreed to deliver their written consents promptly, and in any event within two business days, following their receipt of this joint consent solicitation statement/prospectus. Therefore, a failure of any other Sprint stockholder to deliver a written consent is not expected to have any effect on the approval of the Sprint proposals.

Q:	CAN I CHANGE OR REVOKE MY WRITTEN CONSENT?

Yes. If you are aT-Mobile stockholder at the close of business on theT-Mobile record date, you may change or revoke your consent to theT-Mobile proposals at any time before theT-Mobile consent deadline; however, such change or revocation may not have any effect, as the delivery of the Deutsche Telekom written consent will constitute receipt byT-Mobile of theT-Mobile stockholder approval.If you wish to change or revoke your consent before theT-Mobile consent deadline,T-Mobile stockholders may do so by sending in a new written consent with a later date by one of the means described in “Solicitation ofT-Mobile Written Consents—Submission of Consents” or by delivering a notice of revocation to the corporate secretary ofT-Mobile. If you are a Sprint stockholder at the close of business on the Sprint record date, you may change or revoke your consent to the Sprint proposals at any time before the Sprint consent deadline; however, such change or revocation may not have any effect, as the delivery of the SoftBank written consent will constitute receipt by Sprint of the Sprint stockholder approval. If you wish to change or revoke your consent before the Sprint consent deadline, Sprint stockholders may do so by sending in a new written consent with a later date by one of the means described in “Solicitation of Sprint Written Consents—Submission of Consents” or by delivering a notice of revocation to the corporate secretary of Sprint.

Q:	SHOULD I SEND IN MY SPRINT STOCK CERTIFICATES NOW?

No. To the extent you are a Sprint stockholder with certificated shares, you should keep your existing stock certificates at this time. After the merger transactions are completed, Sprint stockholders will receive from the exchange agent a letter of transmittal and written instructions for exchanging their stock certificates for the merger consideration. To the extent you are aT-Mobile stockholder with certificated shares, your shares will not be exchanged in connection with the merger transactions. In either case,do not send in your certificates now.

Q:	WHAT IF I HOLD SHARES IN BOTHT-MOBILE AND SPRINT?

A:	If you are both a stockholder ofT-Mobile and a stockholder of Sprint, you will receive two separate packages of consent solicitation materials. A written consent with respect to theT-Mobile proposals will not

count as a written consent with respect to the Sprint proposals, and a written consent with respect to the Sprint proposals will not count as a written consent with respect to theT-Mobile proposals. Therefore, please separately return a written consent for each of your shares ofT-Mobile common stock and your shares of Sprint common stock.

Q:	ARE STOCKHOLDERS ENTITLED TO APPRAISAL RIGHTS?

A:	No. Sprint stockholders andT-Mobile stockholders are not entitled to appraisal rights in connection with the merger transactions or the other transactions contemplated by the business combination agreement.

Q:	WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO U.S. HOLDERS OF SPRINT COMMON STOCK?

It is intended that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), and that U.S. holders (as defined under “Material U.S. Federal Income Tax Consequences of the Merger”) of Sprint common stock will not recognize gain or loss for United States federal income tax purposes, except with respect to the receipt of cash in lieu of fractional shares ofT-Mobile common stock. Only in the event that the HoldCo mergers are consummated is the closing of the merger conditioned upon receipt of an opinion of counsel to the effect that the merger will qualify as a “reorganization”. Otherwise, the merger will be completed without the receipt of any tax opinion from counsel. Furthermore, neitherT-Mobile nor Sprint intends to request a ruling from the Internal Revenue Service (which we refer to as the “IRS”) regarding the United States federal income tax consequences of the merger. Accordingly, there can be no assurance that the merger will so qualify. See “Material U.S. Federal Income Tax Consequences of the Merger.” Sprint stockholders should consult their own tax advisors.

Q:	WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

If the merger is not completed, Sprint stockholders will retain their shares of Sprint common stock and will not receive any consideration for their shares of Sprint common stock. Instead,T-Mobile and Sprint will remain independent public companies and their shares of common stock will continue to be listed and traded separately on NASDAQ and the NYSE, respectively.

Q:	WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS?

If you have questions about the merger transactions, the solicitation ofT-Mobile written consents or the solicitation of Sprint written consents, or if you need to obtain copies of this joint consent solicitation statement/prospectus or other documents incorporated by reference in this joint consent solicitation statement/prospectus, you may contact the appropriate contact listed below. You will not be charged for any of the documents you request.

ForT-Mobile Stockholders:

Investor Relations

T-Mobile US, Inc.

1 Park Avenue, 14th Floor

New York, New York 10016
Telephone: (212)358-3210
investor.relations@t-mobile.com

For Sprint Stockholders:

Sprint Shareholder Relations
6200 Sprint Parkway

Mailstop KSOPHF0302-3B679

Overland Park, Kansas 66251

Telephone: (913)794-1091

shareholder.relations@sprint.com

To ensure timely delivery, any request should be made no later than [ ], 2018.

Q:	WHERE CAN I FIND MORE INFORMATION ABOUTT-MOBILE AND SPRINT?

A:	You can find more information aboutT-Mobile and Sprint from the sources described under “Where You Can Find More Information.”

SUMMARY

This summary highlights selected material information included in this joint consent solicitation statement/prospectus. You should read this joint consent solicitation statement/prospectus and its Annexes and the other documents referred to in this joint consent solicitation statement/prospectus carefully and in their entirety, because the information in this section may not provide all of the information that might be important to you. Additional important information aboutT-Mobile and Sprint is also contained in the Annexes to, and the documents incorporated by reference into, this joint consent solicitation statement/prospectus. For a description of, and instructions as to how to obtain, this information, see “Where You Can Find More Information” on page 296 of this joint consent solicitation statement/prospectus. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Merger Transactions (page 66)

The terms and conditions of the merger transactions are contained in the business combination agreement, which is attached to this joint consent solicitation statement/prospectus as Annex A. You should read the business combination agreement carefully as it is the legal document that governs the merger transactions.

Pursuant to the business combination agreement, if certain conditions are met, each SoftBank US HoldCo will merge with and into Merger Company, with Merger Company continuing as the surviving entity and as a wholly owned subsidiary ofT-Mobile. Irrespective of whether the HoldCo mergers occur, subject to the satisfaction or waiver of the conditions in the business combination agreement, Merger Sub will merge with and into Sprint, with Sprint continuing as the surviving corporation and as a wholly owned indirect subsidiary ofT-Mobile. Following the merger transactions, the Sprint common stock will be delisted from the NYSE and deregistered under the Exchange Act and cease to be publicly traded.

The following diagrams illustrate in simplified terms the current structure of Sprint and T-Mobile, the merger transactions and the structure of the combined company following the consummation of the merger transactions.

Simplified Structure Prior to the Merger Transactions


Sprint Corporation		T-Mobile US, Inc.

The HoldCo Mergers*

LOGO

If either T-Mobile or Sprint is unable to obtain the applicable tax opinions described under “—Conditions to the Completion of the Merger Transactions,” but all other conditions have been satisfied or waived or are then capable of being satisfied or waived, then T-Mobile or Sprint, as the case may be, is required to give prompt written notice to the other party (which we refer to as a “revised structure notice”), and upon delivery of a revised structure notice, the parties will be required to complete the transactions contemplated by the business combination agreement, including the merger, other than the HoldCo mergers.

The Merger

LOGO

Simplified Structure Immediately Following the Merger Transactions

LOGO

*	Anticipated ownership percentages of the outstanding T-Mobile common stock based on closing share prices and certain other assumptions as of October 1, 2018.

Consideration to Sprint Stockholders (page 66)

Sprint Common Stock

In the HoldCo mergers, the shares of Galaxy common stock and Starburst common stock issued and outstanding immediately prior to the HoldCo mergers effective time, all of which are currently held by SoftBank UK, will be automatically converted into the right to receive an aggregate number of shares ofT-Mobile common stock equal to the product of (x) 0.10256 and (y) the aggregate number of shares of Sprint common stock then held collectively by Galaxy and Starburst.

SoftBank and its affiliates will receive the same amount ofT-Mobile common stock per share of Sprint common stock in the merger transactions as all other Sprint stockholders.

Sprint Warrants

The business combination agreement provides that, except as described below, each warrant to purchase shares of Sprint common stock outstanding immediately prior to the effective time (which we refer to as a “Sprint warrant”) and all rights in respect thereof will automatically be canceled and retired and will cease to exist, and no consideration will be payable in respect of such Sprint warrant. However, the warrant to purchase 7,288,630 shares of Sprint common stock issued by Sprint to anon-affiliate of Sprint on May 16, 2016 (which we refer to as the “specified Sprint warrant”) will be assumed byT-Mobile in connection with the transactions contemplated by the business combination agreement, unless exercised prior to the closing. As of April 29, 2018, a warrant to purchase 54,579,924 shares of Sprint common stock issued by Sprint to Starburst on July 10, 2013 (which we refer to as the “SoftBank Sprint warrant”) was outstanding. On July 10, 2018, Starburst exercised the SoftBank Sprint warrant and received 54,579,924 shares of Sprint common stock at a purchase price of $5.25 per share.

Treatment of Sprint Equity-Based Awards (page 67)

Employees Stock Purchase Plan. Prior to the effective time, Sprint will, contingent on the completion of the merger transactions, (a) cause the final purchase period, to the extent it would otherwise be outstanding at the effective time, to be terminated no later than five business days prior to the effective time; (b) make any pro rata adjustments that may be necessary to reflect the final purchase period, but otherwise treat the final purchase period as a fully effective and completed purchase period; and (c) cause the exercise (as of no later than five business days prior to the effective time) of each outstanding purchase right pursuant to the Sprint Employees Stock Purchase Plan. On such exercise date, Sprint will apply the funds credited to each participant’s payroll withholding account as of such date to the purchase of whole shares of Sprint common stock in accordance with the terms of the Sprint Employees Stock Purchase Plan, and such shares of Sprint common stock will be entitled to receive the merger consideration as of the effective time.

Cash will be payable in lieu of any fractional share ofT-Mobile common stock resulting from application of the 0.10256 equity award adjustment ratio.

T-Mobile’s Reasons for the Merger and Recommendation of theT-Mobile Board of Directors (page 84)

At a meeting held on April 27, 2018, theT-Mobile board of directors unanimously determined that the business combination agreement and the transactions contemplated by the agreement are fair to, and in the best interests of,T-Mobile and its stockholders, and unanimously approved and declared advisable the business combination agreement and the transactions contemplated by the agreement. For factors considered by theT-Mobile board of directors in approving the business combination agreement, see “The MergerTransactions—T-Mobile’s Reasons for the Merger and Recommendation of theT-Mobile Board of Directors.” TheT-Mobile board of directors recommends thatT-Mobile stockholders approve theT-Mobile proposals by executing and returning the written consent furnished with this joint consent solicitation statement/prospectus.

Opinions ofT-Mobile’s Financial Advisors (page 89)

Opinion of PJT Partners (see page 89)

At a meeting of theT-Mobile board of directors, PJT Partners LP (which we refer to as “PJT Partners”) rendered its oral opinion, subsequently confirmed in its written opinion dated April 29, 2018, to theT-Mobile board of directors that, as of the date of such opinion and based upon and subject to the qualifications, limitations and assumptions stated in its written opinion, the exchange ratio pursuant to the business combination agreement was fair toT-Mobile from a financial point of view.

The full text of the written opinion of PJT Partners, dated April 29, 2018, which sets forth the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by PJT Partners in rendering its opinion, is attached to this joint consent solicitation statement/prospectus as Annex H and incorporated by reference herein. The summary of the PJT Partners opinion contained in this joint consent solicitation statement/prospectus is qualified in its entirety by reference to the full text of PJT Partners’ written opinion. PJT Partners’ advisory services and opinion were provided for the information and assistance of theT-Mobile board of directors in connection with its consideration of the merger transactions and the opinion does not constitute a recommendation as to any action theT-Mobile board of directors should take with respect to the merger transactions or how any holder ofT-Mobile common stock or Sprint common stock should vote with respect to the merger transactions or any other matter.

PJT Partners was retained byT-Mobile to act as its financial advisor in connection with the merger transactions and to provide financial advisory services and, uponT-Mobile’s request, to render its fairness opinion to theT-Mobile board of directors in connection therewith. For further information, see the section of this joint consent solicitation statement/prospectus entitled “The Merger Transactions—Opinions ofT-Mobile’s Financial Advisors—Opinion of PJT Partners” and Annex H.

Opinion of Goldman Sachs (see page 100)

At a meeting of theT-Mobile board of directors, Goldman Sachs & Co. LLC (which we refer to as “Goldman Sachs”) rendered its oral opinion, subsequently confirmed in its written opinion dated April 29, 2018, to theT-Mobile board of directors that, as of the date of its written opinion and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the exchange ratio pursuant to the business combination agreement was fair from a financial point of view toT-Mobile.

The full text of the written opinion of Goldman Sachs, dated April 29, 2018, which sets forth assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this joint consent solicitation statement/prospectus as Annex I and incorporated by reference herein. The summary of the Goldman Sachs opinion contained in this joint consent solicitation statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services provided toT-Mobile and opinion were provided for the information and assistance of theT-Mobile board of directors in connection with its consideration of the merger transactions and the opinion does not constitute a recommendation as to how any holder ofT-Mobile common stock should vote with respect to the merger transactions or any other matter.

Goldman Sachs was jointly engaged byT-Mobile and Deutsche Telekom to serve as a financial advisor in connection with the merger transactions. For further information, see the section of this joint consent solicitation statement/prospectus entitled “The Merger Transactions—Opinions ofT-Mobile’s Financial Advisors—Opinion of Goldman Sachs” and Annex I.

Opinion of Evercore to theT-Mobile Independent Committee (see page 113)

In connection with the merger transactions, theT-Mobile independent committee retained Evercore Group L.L.C. (which we refer to as “Evercore”) to act as financial advisor to theT-Mobile independent committee in connection with evaluating the merger transactions. At a meeting of theT-Mobile independent committee, Evercore rendered its oral opinion, subsequently confirmed in writing, that, as of April 29, 2018 and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the exchange ratio is fair, from a financial point of view, to the holders of shares ofT-Mobile common stock (including such holders of shares ofT-Mobile common stock other than Deutsche Telekom and its affiliates).

The full text of the written opinion of Evercore, dated as of April 29, 2018, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex J to this joint consent solicitation statement/prospectus and is incorporated by reference herein. The summary of the Evercore opinion contained in this joint consent solicitation statement/prospectus is qualified in its entirety by reference to the full text of Evercore’s written opinion. Evercore’s advisory services and opinion were provided for the use and benefit of theT-Mobile independent committee in connection with its consideration of the merger transactions and the opinion does not constitute a recommendation as to how any holder ofT-Mobile common stock or Sprint common stock should vote with respect to the merger transactions or any other matter.

Evercore was retained by theT-Mobile independent committee to act as its financial advisor in connection with the merger transactions and to provide financial advisory services and, upon theT-Mobile independent committee’s request, to render its financial opinion to theT-Mobile independent committee in connection therewith. For further information, see the section of this joint consent solicitation statement/prospectus entitled “The Merger Transactions—Opinions ofT-Mobile’s Financial Advisors—Opinion of Evercore to theT-Mobile Independent Committee” and Annex J.

Sprint’s Reasons for the Merger and Recommendation of the Sprint Board of Directors (page 123)

At a meeting held on April 29, 2018, the Sprint board of directors unanimously determined that the business combination agreement and the transactions contemplated thereby, including the merger transactions, are fair to, and in the best interests of, Sprint and its stockholders, and approved and declared advisable the business combination agreement and the transactions contemplated thereby, including the merger transactions. For factors considered by the Sprint board of directors in approving the business combination agreement, see “The Merger Transactions—Sprint’s Reasons for the Merger and Recommendation of the Sprint Board of Directors.” The Sprint board of directors recommends that the stockholders of Sprint approve the Sprint proposals by executing and returning the written consent furnished with this joint consent solicitation statement/prospectus.

Opinions of Sprint’s Financial Advisors (page 128)

Opinion of Raine (see page 128)

At the meeting of the Sprint board of directors on April 29, 2018, Raine Securities LLC (which we refer to as “Raine”) rendered its oral opinion to the Sprint board of directors to the effect that, as of such date, based upon and subject to the assumptions, limitations, qualifications, conditions and other matters set forth in its opinion, the exchange ratio pursuant to the business combination agreement was fair, from a financial point of view, to the holders of Sprint common stock as of immediately prior to the HoldCo mergers. Raine has confirmed its oral opinion by delivering its written opinion to the Sprint board of directors, dated April 29, 2018, to the effect that, as of such date, the exchange ratio pursuant to the business combination agreement was fair, from a financial point of view, to the holders of Sprint common stock as of immediately prior to the HoldCo mergers, taking into account the merger.

The full text of the written opinion of Raine, dated April 29, 2018, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex K to this joint consent solicitation statement/prospectus. Raine’s opinion is directed only to the fairness, from a financial point of view, of the exchange ratio to the holders of Sprint common stock as of immediately prior to the HoldCo mergers, taking into account the merger, and does not address any other terms or aspects of the merger transactions including, without limitation, the HoldCo mergers or the form or structure of the merger transactions or any terms or aspects of any voting, support, stockholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger transactions, the HoldCo mergers or otherwise. The opinion does not address the underlying business decision of the Sprint board of directors or any other person to proceed with the merger or any other action. The opinion does not constitute a recommendation to the Sprint board of directors, Sprint or to any stockholder of Sprint orT-Mobile or to any other person as to how to vote or act with respect to the merger transactions or any other matter. Holders of Sprint common stock are encouraged to read Raine’s opinion carefully in its entirety.

Raine was retained by Sprint to act as its lead financial advisor in connection with the merger transactions. For further information, see the section of this joint consent solicitation statement/prospectus entitled “The Merger Transactions–Opinions of Sprint’s Financial Advisors–Opinion of Raine” and Annex K.

Opinion of J.P. Morgan (see page 138)

At the meeting of the Sprint board of directors on April 29, 2018, J.P. Morgan Securities LLC (which we refer to as “J.P. Morgan”) rendered its oral opinion to the Sprint board of directors to the effect that, as of such date, based upon and subject to the assumptions, limitations, qualifications, conditions and other matters set forth in its opinion, the exchange ratio in the merger was fair, from a financial point of view, to the holders of Sprint common stock as of immediately prior to the HoldCo mergers. J.P. Morgan has confirmed its oral opinion by delivering its written opinion to the Sprint board of directors, dated April 29, 2018, to the effect that, as of such date, the exchange ratio in the merger was fair, from a financial point of view, to the holders of Sprint common stock as of immediately prior to the HoldCo mergers.

The full text of the written opinion of J.P. Morgan, dated as of April 29, 2018, which sets forth the assumptions made, matters considered and limitations and qualifications on the review undertaken, is attached as Annex L to this joint consent solicitation statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint consent solicitation statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Sprint stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Sprint board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the merger, was directed only to the exchange ratio in the merger and did not address any other aspect of the merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of Sprint orT-Mobile as to how such stockholder should vote with respect to the merger or any other matter.

J.P. Morgan was retained by Sprint to act as its financial advisor in connection with the merger transactions. For further information, see the section of this joint consent solicitation statement/prospectus entitled “The Merger Transactions—Opinions of Sprint’s Financial Advisors—Opinion of J.P. Morgan” and Annex L.

Opinion of Centerview to the Sprint Independent Committee (see page 150)

Centerview Partners LLC (which we refer to as “Centerview”) was retained by the Sprint independent committee as its financial advisor in connection with the merger and the other transactions contemplated by the

business combination agreement. In connection with this engagement, the Sprint independent committee requested that Centerview evaluate the fairness, from a financial point of view, to the holders of Sprint common stock (other than Sprint common stock held by the SoftBank Parties, the Deutsche Telekom Parties or any affiliate of Sprint orT-Mobile, Sprint common stock held by Sprint as treasury stock and any Sprint common stock held by Merger Company (which we refer to as “excluded shares”)) of the exchange ratio provided for pursuant to the business combination agreement. On April 29, 2018, Centerview rendered to the Sprint independent committee its oral opinion, which was subsequently confirmed by delivery of a written opinion dated such date that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the exchange ratio provided for pursuant to the business combination agreement was fair, from a financial point of view, to the holders of Sprint common stock (other than holders of excluded shares).

The full text of Centerview’s written opinion, dated April 29, 2018, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex M and is incorporated herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Sprint independent committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the merger transactions and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of Sprint common stock (other than holders of excluded shares) of the exchange ratio provided for pursuant to the business combination agreement. Centerview’s opinion did not address any other term or aspect of the business combination agreement or the merger transactions and does not constitute a recommendation to any stockholder of Sprint or any other person as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the merger transactions or any other matter. The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

Centerview was retained by the Sprint independent committee to act as its financial advisor in connection with the merger transactions. For further information, see the section of this joint consent solicitation statement/prospectus entitled “The Merger Transactions—Opinions of Sprint’s Financial Advisors—Opinion of Centerview to the Sprint Independent Committee” and Annex M.

Solicitation ofT-Mobile Written Consents (page 62)

The business combination agreement provides thatT-Mobile will seek theT-Mobile stockholder approval pursuant to this joint consent solicitation statement/prospectus, andT-Mobile will not call or convene any meeting of its stockholders in connection with theT-Mobile stockholder approval.T-Mobile stockholders are being asked to approve each of theT-Mobile charter amendment and theT-Mobile share issuance by executing and delivering the written consent furnished with this joint consent solicitation statement/prospectus.

OnlyT-Mobile stockholders of record at the close of business on October 1, 2018, theT-Mobile record date, will be notified of and be entitled to execute and deliver a written consent. Under theT-Mobile certificate of incorporation and the DGCL, each holder ofT-Mobile common stock is entitled to one vote for each share ofT-Mobile common stock held as of theT-Mobile record date. Approval of each of theT-Mobile proposals requires the execution and delivery toT-Mobile of one or more written consents approving theT-Mobile proposals by the holders of a majority of the outstanding shares ofT-Mobile common stock entitled to vote thereon.

in any event within two business days) following their receipt of this joint consent solicitation statement/prospectus, to execute and deliver a written consent with respect to all of the outstanding shares ofT-Mobile common stock held by Deutsche Telekom Holding, representing approximately 63.5% of the outstanding shares ofT-Mobile common stock as of theT-Mobile record date, approving theT-Mobile proposals. The delivery of the Deutsche Telekom written consent by Deutsche Telekom Holding will constitute receipt byT-Mobile of theT-Mobile stockholder approval. Therefore,T-Mobile expects to receive a number of consents sufficient to constitute theT-Mobile stockholder approval.

You may consent to theT-Mobile proposals with respect to your shares ofT-Mobile common stock by completing and signing the written consent furnished with this joint consent solicitation statement/prospectus and returning it toT-Mobile by theT-Mobile consent deadline. Your consent to theT-Mobile proposals may be changed or revoked at any time before theT-Mobile consent deadline; however, such change or revocation is not expected to have any effect, as the delivery of the Deutsche Telekom written consent will constitute receipt byT-Mobile of theT-Mobile stockholder approval. Due to the obligations of Deutsche Telekom and Deutsche Telekom Holding under the Deutsche Telekom support agreement, a failure of any otherT-Mobile stockholder to deliver a written consent is not expected to have any effect on the approval of theT-Mobile proposals.

Solicitation of Sprint Written Consents (page 64)

The business combination agreement provides that Sprint will seek the Sprint merger approval pursuant to this joint consent solicitation statement/prospectus, and Sprint will not call or convene any meeting of its stockholders in connection with the Sprint stockholder approval. Sprint stockholders are being asked to approve the adoption of the business combination agreement and, on a nonbinding, advisory basis, the Sprint advisoryT-Mobile charter amendment by executing and delivering the written consent furnished with this joint consent solicitation statement/prospectus.

Only Sprint stockholders of record at the close of business on October 1, 2018, the Sprint record date, will be notified of and be entitled to execute and deliver a written consent. Under the Sprint certificate of incorporation and the DGCL, each holder of Sprint common stock is entitled to one vote for each share of Sprint common stock held as of the Sprint record date. Approval of the Sprint proposals requires the execution and delivery to Sprint of one or more written consents approving the Sprint proposals by the holders of a majority of the outstanding shares of Sprint common stock entitled to vote thereon.

Subsequent to the execution of the business combination agreement, SoftBank, SoftBank UK, Starburst and Galaxy entered into the SoftBank support agreement under which they agreed, promptly (and in any event within two business days) following their receipt of this joint consent solicitation statement/prospectus, to execute and deliver a written consent with respect to all of the outstanding shares of Sprint common stock held by Starburst and Galaxy, representing approximately 84.5% of the outstanding shares of Sprint common stock as of the Sprint record date, approving the Sprint proposals. The delivery of the SoftBank written consent will constitute receipt of the Sprint stockholder approval. Therefore, Sprint expects to receive a number of consents sufficient to constitute the Sprint stockholder approval.

You may consent to the Sprint proposals with respect to your shares of Sprint common stock by completing and signing the written consent furnished with this joint consent solicitation statement/prospectus and returning it to Sprint by the Sprint consent deadline. Your consent to the Sprint proposals may be changed or revoked at any time before the Sprint consent deadline; however, such change or revocation is not expected to have any effect, as the delivery of the SoftBank written consent will constitute receipt by Sprint of the Sprint stockholder approval. Due to the obligations of SoftBank, SoftBank UK, Starburst and Galaxy under the SoftBank support agreement, a failure of any other Sprint stockholder to deliver a written consent is not expected to have any effect on the approval of the Sprint proposals.

Interests of Certain Executive Officers and Directors ofT-Mobile in the Merger Transactions (page 170)

In considering the recommendation of theT-Mobile board of directors with respect to the merger transactions,T-Mobile stockholders should be aware that the directors and executive officers ofT-Mobile have certain interests in the merger transactions that may be different from, or in addition to, the interests ofT-Mobile stockholders generally. TheT-Mobile board of directors and theT-Mobile independent committee were aware of these interests and considered them, among other matters, in approving the business combination agreement and the transactions contemplated thereby and making theT-Mobile board of directors’ recommendation thatT-Mobile stockholders approve theT-Mobile proposals.

Interests of Certain Executive Officers and Directors of Sprint in the Merger Transactions (page 175)

In considering the recommendation of the Sprint board of directors with respect to the merger transactions, Sprint stockholders should be aware that the directors and executive officers of Sprint have certain interests in the merger transactions that may be different from, or in addition to, the interests of Sprint stockholders generally. The Sprint board of directors and the Sprint independent committee were aware of these interests and considered them, among other matters, in approving the business combination agreement and the transactions contemplated thereby and making the Sprint board of directors’ recommendation that Sprint stockholders approve the Sprint proposals.

Board of Directors and Management of the Combined Company (page 183)

Board of Directors of the Combined Company

•

Deutsche Telekom will designate nine of such 14 directors prior to the effective time. Of the nine designees, (1) at least two of the designees will be designated following consultation with SoftBank and the independent directors ofT-Mobile and will qualify as an “independent director” under the listing standards of NASDAQ and the applicable rules of the SEC and (2) one of the designees will be the chief executive officer of Deutsche Telekom as of immediately prior to the effective time;

•

SoftBank will designate four of such 14 directors prior to the effective time. Of the four designees, (1) at least two of the designees will be designated following consultation with Deutsche Telekom and the independent directors of Sprint and will qualify as an “independent director” under the listing standards of NASDAQ and the applicable rules of the SEC, one of whom will also qualify as the “security director” (or equivalent) to the extent required by the national security agreement among Sprint, SoftBank, the Department of Justice, the Department of Homeland Security and the Department of Defense, or any successor or replacement agreement or arrangement that may be entered into, and (2) one of the designees will be the chief executive officer of SoftBank as of the date of the business combination agreement (or, if such person is unable to serve, another person designated by SoftBank); and

•

the remaining director will be the chief executive officer of the combined company.

In addition, immediately following the effective time, the chairperson of theT-Mobile board of directors will be the chief executive officer of Deutsche Telekom as of immediately prior to the effective time.

Management of the Combined Company

Following the completion of the merger transactions, the executive officers ofT-Mobile will include John J. Legere, chief executive officer ofT-Mobile, who will continue as the chief executive officer of the combined

company, and G. Michael Sievert, president and chief operating officer ofT-Mobile, who will continue as president and chief operating officer of the combined company. The remaining executive officers of the combined company have not yet been determined but will be individuals agreed upon before the effective time byT-Mobile and Sprint, through a process overseen by their respective chief executive officers and in consultation with Deutsche Telekom and SoftBank, cooperating in good faith.

Stockholders’ and Proxy Agreements (page 187)

Pursuant to the business combination agreement, prior to the closing,T-Mobile, Deutsche Telekom and SoftBank will enter into the amended and restated stockholders’ agreement. The amended and restated stockholders’ agreement includes, among other things, provisions setting forth the rights of Deutsche Telekom and SoftBank to designate a number of individuals to be nominees for election to theT-Mobile board of directors and any committees thereof and specified actions that the combined company may not take without the prior written consent of Deutsche Telekom or SoftBank, as applicable. The amended and restated stockholders’ agreement is described in more detail in the section of this joint consent solicitation statement/prospectus entitled “Stockholders’ and Proxy Agreements—Amended and Restated Stockholders’ Agreement.”

In addition, pursuant to the business combination agreement, prior to the closing, Deutsche Telekom and SoftBank will enter into the proxy agreement. The proxy agreement will establish between Deutsche Telekom and SoftBank certain rights and obligations in respect of the shares ofT-Mobile common stock that will be owned by each of Deutsche Telekom, SoftBank and their respective affiliates following the completion of the merger transactions. The proxy agreement is described in more detail in the section of this joint consent solicitation statement/prospectus entitled “Stockholders’ and Proxy Agreements—Proxy Agreement.”

Description of Financing (page 236)

The completion of the merger transactions is not conditioned onT-Mobile’s ability to obtain financing.

T-Mobile currently intends to repay or redeem approximately $10.5 billion of Sprint’s outstanding debt and to assume approximately $30.0 billion of Sprint’s outstanding debt in connection with the merger transactions.T-Mobile also has agreed to repay or redeem approximately $8.3 billion of existing debt provided by Deutsche Telekom. Such debt includesT-Mobile’s secured and unsecured revolving credit facilities provided by Deutsche Telekom, which are assumed to have an aggregate outstanding balance of $500 million at closing.T-Mobile expects to fund the foregoing repayment and redemptions and fees and expenses relating to the merger transactions through a combination ofT-Mobile’s and Sprint’s cash on hand and the proceeds of additional debt financing. Such additional debt financing could take any of several forms or any combination of them, including borrowing under the senior secured credit facilities (as defined below) or the issuance of secured or unsecured notes byT-Mobile USA in lieu of or in addition to borrowing under the bridge facilities (as defined under “Description of Financing”).

Pursuant to the amended and restated commitment letter (as defined under “Description of Financing”), certain financial institutions party thereto had committed to provide up to $38.0 billion in debt financing toT-Mobile USA in connection with the merger transactions. On June 6, 2018,T-Mobile USA reduced the commitments under the amended and restated commitment letter by $8.0 billion, such that the remaining size of the commitments is $30.0 billion, including a $4.0 billion secured revolving credit facility (which we refer to as the “revolving credit facility”), a $7.0 billion secured term loan facility (which we refer to as the “term loan facility” and, together with the revolving credit facility, the “senior secured credit facilities”), and a $19.0 billion secured bridge loan facility (which we refer to as the “secured bridge facility”). As such, $26.0 billion is the total committed debt financing, consisting of the $19.0 billion bridge facility and a $7.0 billion term loan.

In addition, Deutsche Telekom andT-Mobile USA have entered into a financing matters agreement pursuant to which, among other things,T-Mobile USA has agreed to repay and terminate certain of its existing

debt provided by Deutsche Telekom, including the $4.0 billion term loan facility, $2.0 billion ofT-Mobile USA’s 5.300% senior notes due 2021 and $2.0 billion ofT-Mobile USA’s 6.000% senior notes due 2024, as well as the $1.5 billion secured revolving credit facility of which $320 million is drawn as of June 30, 2018, and $1.0 billion unsecured revolving credit facility of which $0 is drawn as of June 30,2018. T-Mobile USA and Deutsche Telekom have also agreed, upon the closing of the merger transactions, to amend the $1.25 billion ofT-Mobile USA’s 5.125% senior notes due 2025 and $1.25 billion ofT-Mobile USA’s 5.375% senior notes due 2027 to change the maturity dates thereof to April 15, 2021 and April 15, 2022, respectively.

For a more complete description of the financing of the merger transactions, see “Description of Financing.”

Regulatory Approvals Required for the Merger Transactions (page 183)

Required Regulatory Consents

Under the business combination agreement, it is a condition to each party’s obligation to effect the merger transactions that (1) the waiting period (and any extension thereof) applicable to the merger transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (which we refer to as the “HSR Act”) has been terminated or has expired and (2) all consents required to be obtained from the Federal Communications Commission (which we refer to as the “FCC”) in connection with the transactions contemplated by the business combination agreement are obtained. On May 24, 2018, each ofT-Mobile and Sprint filed aPre-Merger Notification and Report Form pursuant to the HSR Act with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice, and on June 18, 2018,T-Mobile and Sprint filed the required applications with the FCC.

Other Governmental Consents

Under the business combination agreement, it is a condition to each party’s obligation to effect the merger transactions that (1) all consents required to be obtained from any state and territorial public utility commissions (which we refer to as “PUCs”) or similar state and foreign regulatory bodies in connection with the transactions contemplated by the business combination agreement are obtained, (2) the Committee on Foreign Investment in the United States (which we refer to as “CFIUS”) has completed its review and, where applicable, investigation under the Defense Production Act of 1950, as amended, including amendments made by the Foreign Investment and National Security Act of 2007, and the regulations promulgated by CFIUS thereunder (which we refer to collectively as “Section 721”) without unresolved national security concerns with respect to the transactions contemplated by the business combination agreement, and (3) the Defense Security Service (which we refer to as “DSS”) has approved a plan to operate pursuant to a foreign ownership, control or influence requirements (“FOCI”) mitigation agreement those National Industrial Security Program Operating Manual covered activities ofT-Mobile, Sprint and their respective subsidiaries that DSS determines are necessary to be operated pursuant to such an agreement, or has accepted a commitment from the parties to implement such FOCI mitigation agreement following the closing.

T-Mobile and Sprint can provide no assurance that the required regulatory and other governmental consents will be obtained. In addition, even if all required regulatory and other governmental consents are obtained and the closing conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the approvals or clearances.

The required regulatory and other governmental consents are discussed under “The Merger Transactions—Regulatory Approvals Required for the Merger Transactions.”

No Appraisal Rights (page 193)

Stockholders are not entitled to appraisal rights under Delaware law in connection with the merger transactions. See “No Appraisal Rights.”

No Solicitation; Third-Party Acquisition Proposals (page 205)

Under the business combination agreement, each ofT-Mobile, Deutsche Telekom, Sprint and SoftBank has agreed that it will not (and will cause its controlled affiliates and its officers and directors not to), and that it will use reasonable best efforts to cause its other employees and representatives retained by it or any of its controlled affiliates not to, directly or indirectly:

•

solicit, initiate or knowingly encourage, or knowingly take any other action designed to facilitate, any inquiries regarding, or the making of, any proposal the consummation of which would constitute an alternative transaction (as defined under “The Business Combination Agreement—Covenants and Agreements—No Solicitation; Third-Party Acquisition Proposals”);

•

participate in any discussions or negotiations, or cooperate in any way with any person, with respect to any inquiries regarding, or the making of, any proposal the consummation of which would constitute an alternative transaction; or

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approve, endorse or recommend any proposal the consummation of which would constitute, or enter into any agreement, commitment, arrangement or understanding providing for, contemplating or otherwise in connection with, an alternative transaction.

T-Mobile and Deutsche Telekom are required to promptly (and in no event later than 48 hours after receipt) advise Sprint, and Sprint and SoftBank are required to promptly (and in no event later than 48 hours after receipt) adviseT-Mobile, in writing of the receipt of any inquiry regarding, or the making of, any proposal the consummation of which would constitute an alternative transaction, including the identity of the person making or submitting such inquiry or proposal, a summary of all of the material terms thereof and copies of all written materials relating thereto, and to keep Sprint orT-Mobile, as applicable, informed on a reasonably prompt basis regarding the status and material details of any such inquiry or proposal. In addition, to the extent any materialnon-public information, documents or materials are made available by or on behalf ofT-Mobile or Sprint, as applicable, to any third party in response to any alternative transaction pursuant to the fiduciary duties of theT-Mobile board of directors or the Sprint board of directors, as applicable, all such information, documents and materials must promptly (and in any event within 48 hours) be made available to Sprint and SoftBank, orT-Mobile and Deutsche Telekom, as applicable.

Change of Recommendation (page 207)

Change of Recommendation of theT-Mobile Board of Directors

T-Mobile has agreed to include the recommendation of theT-Mobile board of directors toT-Mobile stockholders in favor of the approval of theT-Mobile charter amendment and theT-Mobile share issuance in this joint consent solicitation statement/prospectus, subject to the fiduciary duties of theT-Mobile board of directors under applicable law.

disclosure, change or withdrawal is required for theT-Mobile board of directors to carry out its fiduciary duties under applicable law. However, in no event will any such disclosure, change or withdrawal affect the validity and enforceability of the business combination agreement or the Deutsche Telekom support agreement, including the applicable parties’ obligations to complete the transactions contemplated by the business combination agreement or deliver (or cause to be delivered) the Deutsche Telekom written consent. Therefore, Deutsche Telekom Holding will be required to deliver the Deutsche Telekom written consent, which will constitute theT-Mobile stockholder approval, even if theT-Mobile board of directors changes or withdraws theT-Mobile board recommendation.

Change of Recommendation of the Sprint Board of Directors

Sprint has agreed to include the recommendation of the Sprint board of directors to Sprint stockholders in favor of the adoption of the business combination agreement in this joint consent solicitation statement/prospectus, subject to the fiduciary duties of the Sprint board of directors under applicable law.

Notwithstanding the foregoing, prior to obtaining the Sprint stockholder approval, the Sprint board of directors is permitted to (1) disclose to Sprint stockholders a position contemplated by Rules14d-9 and14e-2(a) under the Exchange Act or issue a “stop, look and listen” statement to Sprint stockholders pursuant to Rule14d-9(f) under the Exchange Act, (2) make any disclosure to Sprint stockholders and (3) change or withdraw the Sprint board recommendation, but, in the case of (2) or (3), solely to the extent any such disclosure, change or withdrawal is required for the Sprint board of directors to carry out its fiduciary duties under applicable law. However, in no event will any such disclosure, change or withdrawal affect the validity and enforceability of the business combination agreement or the SoftBank support agreement, including the applicable parties’ obligations to complete the transactions contemplated by the business combination agreement or deliver (or cause to be delivered) the SoftBank written consent. Therefore, Starburst and Galaxy will be required to deliver the SoftBank written consent, which will constitute the Sprint stockholder approval, even if the Sprint board of directors changes or withdraws the Sprint board recommendation.

Conditions to the Completion of the Merger Transactions (page 211)

Under the business combination agreement, the respective obligations of each party to effect the merger transactions are subject to the satisfaction or, to the extent permitted by applicable law, waiver on or prior to the closing date of each of the following conditions:


Summary of Condition		Ability to waive condition
• Approval byT-Mobile stockholders of theT-Mobile proposals and by Sprint stockholders of the adoption of the business combination agreement.		Not waivable byT-Mobile or Sprint

• (1) Termination or expiration of the waiting period (and any extension thereof) applicable to the merger transactions under the HSR Act and (2) receipt of all consents required to be obtained from the FCC in connection with the transactions contemplated by the business combination agreement.		Not waivable byT-Mobile or Sprint


Summary of Condition		Ability to waive condition

• (1) Receipt of all consents required to be obtained from any PUCs or similar state and foreign regulatory bodies in connection with the transactions contemplated by the business combination agreement, (2) completion of review and, where applicable, investigation by CFIUS under Section 721 without unresolved national security concerns with respect to the transactions contemplated by the business combination agreement, and (3) approval by DSS of a plan to operate pursuant to a FOCI mitigation agreement of those NISPOM covered activities ofT-Mobile, Sprint and their respective subsidiaries that DSS determines are necessary to be operated pursuant to such an agreement, or acceptance of a commitment from the parties to implement such FOCI mitigation agreement following the closing.		Waivable by agreement of T-Mobile and Sprint

• The absence of any law, order or injunction entered, enacted, promulgated, enforced or issued by a court or other governmental entity of competent jurisdiction preventing the completion of the merger.		Not waivable byT-Mobile or Sprint

• The effectiveness of the registration statement on FormS-4 of which this joint consent solicitation statement/prospectus forms a part.		Not waivable byT-Mobile or Sprint

• The approval for listing on NASDAQ of the shares ofT-Mobile common stock to be issued in the merger transactions, subject to official notice of issuance.		Waivable by agreement of T-Mobile and Sprint

• Specified minimum credit ratings forT-Mobile USA on the closing date of the merger transactions (after giving effect to the merger) from at least two of three specified credit rating agencies, subject to certain qualifications.		Waivable by agreement of T-Mobile and Sprint

Under the business combination agreement, the respective obligations ofT-Mobile, Merger Sub, Merger Company and the Deutsche Telekom Parties to effect the merger transactions are also subject to the satisfaction or, to the extent permitted by applicable law, waiver of the following additional conditions:


Summary of Condition		Ability to waive condition
• The accuracy of the representations and warranties of Sprint and the SoftBank Parties, subject to specified materiality standards.		Waivable by T-Mobile

• The performance by each of Sprint and the SoftBank Parties in all material respects of all obligations required to be performed by it under the business combination agreement at or prior to the closing date.		Waivable byT-Mobile

• The receipt byT-Mobile of an officer’s certificate from Sprint to the effect that the conditions in the preceding two bullet points are satisfied.		Waivable byT-Mobile

• The execution and delivery by SoftBank of (1) the amended and restated stockholders’ agreement and (2) the proxy agreement.		Waivable byT-Mobile

• If the HoldCo mergers are to be completed, the receipt byT-Mobile of the applicable tax opinion described under “The Business Combination Agreement—Conditions to the Completion of the Merger Transactions.”		Waivable byT-Mobile

Under the business combination agreement, the respective obligations of Sprint and the SoftBank Parties to effect the merger transactions are also subject to the satisfaction or, to the extent permitted by applicable law, waiver of the following additional conditions:


Summary of Condition		Ability to waive condition
• The accuracy of the representations and warranties ofT-Mobile, Merger Sub, Merger Company and the Deutsche Telekom Parties, subject to specified materiality standards.		Waivable by Sprint

• The performance by each ofT-Mobile, Merger Sub, Merger Company and the Deutsche Telekom Parties in all material respects of all obligations required to be performed by it under the business combination agreement at or prior to the closing date.		Waivable by Sprint

• The receipt by Sprint of an officer’s certificate fromT-Mobile to the effect that the conditions in the preceding two bullet points are satisfied.		Waivable by Sprint

• The execution and delivery byT-Mobile and Deutsche Telekom (as applicable) of (1) the amended and restated stockholders’ agreement, (2) the proxy agreement and (3) the license agreement amendment (as defined under “The Merger Transactions—Other Agreements—Trademark License”).		Waivable by Sprint

• If the HoldCo mergers are to be completed, the receipt by Sprint of the applicable tax opinion described under “The Business Combination Agreement—Conditions to the Completion of the Merger Transactions.”		Waivable by Sprint with the consent of the SoftBank Parties

Termination of the Business Combination Agreement; Payment Amount (page 216)

Termination of the Business Combination Agreement

The business combination agreement may be terminated at any time prior to the HoldCo mergers effective time as follows:

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by mutual written consent ofT-Mobile and Sprint;

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by eitherT-Mobile or Sprint, if the merger transactions have not been completed by April 29, 2019 (subject to extension to July 29, 2019, and further extension to October 29, 2019, if the only conditions not satisfied or waived (other than those conditions that by their terms are to be satisfied at the closing, which conditions are then capable of being satisfied) are conditions relating to the required regulatory and other governmental consents and the absence of restraints, and subject to a marketing period as described under “The Business Combination Agreement—Closing and Effective Time of the Merger Transactions”);

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by eitherT-Mobile or Sprint, if (1) any restraint is in effect and has become final and nonappealable or (2) any authorization or consent from a governmental entity that must be obtained to satisfy the conditions regarding required regulatory and other governmental consents (a) has been denied and such denial has become final and nonappealable or (b) requires as a final and nonappealable condition to such authorization or consent that Sprint,T-Mobile, SoftBank or Deutsche Telekom take any action that would or would reasonably be expected to result in a regulatory material adverse condition (provided, in each case, that the business combination agreement may not be so terminated by a party whose material breach of its obligations under the provisions of the business combination agreement

described under “The Business Combination Agreement—Covenants and Agreements—Reasonable Best Efforts; Regulatory Filings and Other Actions” has been the principal cause of, or principally resulted in, such restraint or denial); and

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by eitherT-Mobile or Sprint, if there has been a breach or failure to perform in any material respect by Sprint, on the one hand, orT-Mobile, on the other hand, of its representations, warranties, covenants or other agreements contained in the business combination agreement, which breach or failure to perform would result in the conditions to the other parties’ obligation to complete the merger transactions not being satisfied (and such breach is incapable of being cured or is not cured within 60 days of written notice thereof), so long as the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the business combination agreement.

The business combination agreement also provides for the following termination rights:

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termination byT-Mobile, if any of the SoftBank Parties or SoftBank UK fails to execute and deliver toT-Mobile the SoftBank support agreement within one business day following the execution of the business combination agreement; and

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termination by Sprint, if either Deutsche Telekom Party fails to execute and deliver to Sprint the Deutsche Telekom support agreement within one business day following the execution of the business combination agreement.

However, subsequent to the execution of the business combination agreement, the SoftBank Parties and SoftBank UK executed and delivered toT-Mobile the SoftBank support agreement, and the Deutsche Telekom Parties executed and delivered to Sprint the Deutsche Telekom support agreement, in each case within one business day following the execution of the business combination agreement.

Payment Amount

The business combination agreement requiresT-Mobile to pay Sprint an amount equal to $600 million (which we refer to as the “payment amount”) if all of the following occur:(1) T-Mobile terminates the business combination agreement because the merger transactions have not been completed by the outside date; (2) at the time of such termination, all of the conditions to the respective obligations of each party to effect the merger transactions have been satisfied or waived, except for the condition related to the specified minimum credit ratings ofT-Mobile USA on the closing date of the merger (after giving effect to the merger), and all of the conditions to the obligations ofT-Mobile, Merger Sub, Merger Company and the Deutsche Telekom Parties to effect the merger transactions would be satisfied at the time of such termination if the closing were held at such time; and (3) Sprint has provided a written certification toT-Mobile that it is ready, willing and able to complete the merger on the date required by the business combination agreement at the time of such termination.

Notwithstanding the foregoing,T-Mobile will have no obligation to pay the payment amount if (1) on the date of the termination of the business combination agreement as described above, Sprint does not have the following three credit ratings: (A) a corporate family rating (CFR) of at least “B2” from Moody’s, (B) a long-term issuer credit rating of at least “B” from S&P, and (C) a long-term issuer credit rating of at least “B+” from Fitch (unless Sprint does not have any such credit rating due to a change in credit ratings or credit outlook generally affecting the industry in which Sprint operates); or (2) Sprint or any of the SoftBank Parties has breached in any material respect any of its representations, warranties, covenants or agreements set forth in the business combination agreement and such breach has impacted any of the credit ratings described in the bullet point above or the ability ofT-Mobile to obtain the specified minimum credit ratings.

Transaction-Related Costs (page 186)

T-Mobile and Sprint currently estimate that, upon the effective time, transaction-related costs incurred by the combined company, including fees and expenses relating to the merger transactions, will be approximately $660 million. The business combination agreement provides for the allocation of such costs as described under “The Business Combination Agreement—Fees and Expenses.”

Accounting Treatment (page 186)

T-Mobile and Sprint prepare their financial statements in accordance with generally accepted accounting principles in the United States (which we refer to as “GAAP”). The merger transactions will be accounted for in accordance with Financial Accounting Standards Board (which we refer to as “FASB”) Accounting Standards Codification (which we refer to as “ASC”) Topic 805,Business Combinations, withT-Mobile considered as the accounting acquirer and Sprint as the accounting acquiree. Accordingly,T-Mobile will measure the assets acquired and liabilities assumed at their fair values, including net tangible and identifiable intangible assets acquired and liabilities assumed as of the closing, with any excess purchase price over those fair values being recorded as goodwill.

The accounting policies used in the preparation of the unaudited pro forma condensed combined financial information included in this joint consent solicitation statement/prospectus are those set out inT-Mobile’s audited consolidated financial statements as of and for the year ended December 31, 2017 and interim condensed consolidated financial statements for the six months ended June 30, 2018. Certain adjustments are necessary to conform Sprint’s financial statements to the accounting policies used byT-Mobile, which are described in the pro forma condensed combined financial information.T-Mobile is still in the process of evaluating the pro forma adjustments necessary to conform the accounting policies of Sprint to those ofT-Mobile and expects further adjustments may be necessary asT-Mobile conducts a more detailed review of Sprint’s accounting policies.

Litigation Related to the Merger Transactions (page 188)

On September 28, 2018, Arthur Gober, a purported stockholder of Sprint, commenced a putative class action lawsuit, captionedGoberv.Sprint Corporation et al., No. 2:18-cv-02523 (D. Kan.), in the United States District Court for the District of Kansas. The complaint named Sprint and the members of the Sprint board of directors as defendants. The complaint asserted claims under Section 14(a) and Section 20(a) of the Exchange Act challenging the adequacy of the disclosures relating to the merger transactions made in this joint consent solicitation statement/prospectus. On October 5, 2018, the plaintiff voluntarily dismissed the complaint without prejudice.

On October 9, 2018 and October 18, 2018, two additional purported stockholders of Sprint commenced actions, captionedKleinv.Sprint Corporation et al., No. 1:18-cv-01551-UNA (D. Del.) andMuehlgayv.Sprint Corporation et al., No. 1:18-cv-01622-UNA (D. Del.), in the United States District Court for the District of Delaware. The complaints name Sprint and the members of the Sprint board of directors as defendants. The complaints assert claims under Section 14(a) and Section 20(a) of the Exchange Act challenging the adequacy of the disclosures relating to the merger transactions made in this joint consent solicitation statement/prospectus. The complaints seek, among other relief, an injunction preventing the parties from consummating the merger transactions, damages in the event the merger transactions are consummated, and the award of attorneys’ fees. T-Mobile and Sprint believe the claims asserted in the lawsuits are without merit.

Material U.S. Federal Income Tax Consequences of the Merger (page 291)

It is intended that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that U.S. holders (as defined under “Material U.S. Federal Income Tax Consequences of the Merger”) of Sprint common stock will not recognize gain or loss, except with respect to the receipt of cash in lieu of

fractional shares ofT-Mobile common stock. Only in the event that the HoldCo mergers are consummated is the closing of the merger conditioned upon receipt of an opinion of counsel to the effect that the merger will qualify as a “reorganization”. Otherwise, the merger will be completed without the receipt of any tax opinion from counsel. Furthermore, neitherT-Mobile nor Sprint intends to request a ruling from the IRS regarding the United States federal income tax consequences of the merger. Accordingly, there can be no assurance that the merger will so qualify. See “Material U.S. Federal Income Tax Consequences of the Merger.” Sprint stockholders should consult their own tax advisors.

Comparison of Stockholders’ Rights (page 268)

Upon completion of the merger transactions, Sprint stockholders will become stockholders ofT-Mobile, as the combined company, and their rights will be governed by Delaware law and the governing corporate documents of the combined company as amended and restated in connection with the completion of the merger transactions, the forms of which are attached as Annex D and Annex E to this joint consent solicitation statement/prospectus, as well as the amended and restated stockholders’ agreement in effect at the effective time, the form of which is attached as Annex F to this joint consent solicitation statement/prospectus. The differences between the governing corporate documents of Sprint andT-Mobile that are currently in effect and the governing documents ofT-Mobile that will be in effect immediately following the completion of the merger transactions are described in detail in “Comparison of Stockholders’ Rights.”

Risk Factors (page 40)

In deciding whether to approve theT-Mobile proposals or the Sprint proposals, as applicable, you should read carefully this entire joint consent solicitation statement/prospectus, including the documents incorporated by reference herein and the Annexes hereto, and in particular, you should read the “Risk Factors” section.

Information about the Companies (page 59)

T-Mobile

T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006-1350

Phone: (425)378-4000

T-Mobile is a Delaware corporation formed in 2013 through the combination ofT-Mobile USA and MetroPCS Communications, Inc. (which we refer to as “MetroPCS”).T-Mobile USA was a Delaware corporation formed in 1994 as VoiceStream Wireless PCS, a subsidiary of Western Wireless Corporation that was spun off in 1999, acquired by Deutsche Telekom in 2001 and renamedT-Mobile USA in 2002.T-Mobile is redefining the way consumers and businesses buy wireless services through leading product and service innovation.T-Mobile introduced itsUn-carrier strategy in 2013 and has since announced 14 signature initiatives that have disrupted the wireless communication services industry by ending annual service contracts, overages, unpredictable international roaming fees, data buckets and more.T-Mobile’s advanced nationwide 4G LTE network provides wireless services to 74.0 million customers as of March 31, 2018.T-Mobile provides service, devices and accessories across its flagship brands,T-Mobile and MetroPCS, and through its owned and operated retail stores, third-party distributors and websites.

Merger Company

Huron Merger Sub LLC

c/oT-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006-1350

Phone: (425)378-4000

Merger Company is a Delaware limited liability company and a direct wholly owned subsidiary ofT-Mobile. Merger Company was formed on April 26, 2018 for the purpose of entering into the business combination agreement and effecting the transactions contemplated by the agreement. As of the date of the business combination agreement, Merger Company has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of the business combination agreement, the performance of its obligations thereunder and matters ancillary thereto.

Merger Sub

Superior Merger Sub Corporation

c/oT-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006-1350

Phone: (425)378-4000

Merger Sub is a Delaware corporation, a direct wholly owned subsidiary of Merger Company and an indirect wholly owned subsidiary ofT-Mobile. Merger Sub was incorporated on April 26, 2018 for the purpose of entering into the business combination agreement and effecting the transactions contemplated by the agreement. As of the date of the business combination agreement, Merger Sub has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of the business combination agreement, the performance of its obligations thereunder and matters ancillary thereto.

Sprint

Sprint Corporation

6200 Sprint Parkway

Overland Park, Kansas 66251

Phone: (877) 564-3166

Sprint, originally named Starburst II, Inc. (which we refer to as “Starburst II” in certain contexts), was incorporated in 2012 under the laws of Delaware and is a holding company with operations conducted by its subsidiaries. In 2013, SoftBank and certain of its wholly owned subsidiaries completed a merger with Sprint Nextel Corporation (which we refer to as the “SoftBank-Sprint merger”). As a result of the SoftBank-Sprint merger, Sprint became the parent company of Sprint Nextel Corporation, which was renamed Sprint Communications, Inc. (which we refer to as “Sprint Communications”). Sprint is a communications company that offers a comprehensive range of wireless and wireline communications products and services designed to meet the needs of not only individual consumers, but also businesses, government subscribers, and resellers. Its services are provided through its ownership of extensive wireless networks, anall-digital global wireline network and a Tier 1 internet backbone. Sprint offers wireless and wireline services to subscribers in all 50 states, Puerto Rico and the United States Virgin Islands under the Sprint corporate brand, which includes its retail brands of Sprint^®, Boost Mobile^®, Virgin Mobile^® and Assurance Wireless^® on Sprint’s wireless networks utilizing various technologies including 3G CDMA and 4G LTE. Sprint is headquartered in Overland Park, Kansas.

Starburst

Starburst I, Inc.

One Circle Star Way

San Carlos, CA 94070

Phone: (650) 562-8100

Starburst, incorporated in Delaware, is an indirect wholly owned subsidiary of SoftBank and a direct wholly owned subsidiary of SoftBank UK. It was formed in connection with SoftBank’s acquisition of Sprint Nextel Corporation for the purpose of holding SoftBank’s interest in Sprint.

Galaxy

Galaxy Investment Holdings, Inc.

One Circle Star Way

San Carlos, CA 94070

Phone: (650)562-8100

Galaxy, incorporated in Delaware, is an indirect wholly owned subsidiary of SoftBank and a direct wholly owned subsidiary of SoftBank UK. It was formed for the purpose of holding SoftBank’s indirect interest in Sprint not held by Starburst.

Deutsche Telekom

Deutsche Telekom AG

Friedrich-Ebert-Allee 140

53113 Bonn, Germany

Phone:+49-228-181-0

Deutsche Telekom is one of the world’s leading telecommunications companies, with approximately 170 million mobile customers, 28 million fixed-network lines and 19 million broadband lines. Deutsche Telekom provides fixed-network/broadband, mobile communications, internet and internet protocol television products and services for consumers, and information and communication technology solutions for business and corporate customers. Deutsche Telekom is headquartered in Bonn, Germany, with a presence in more than 50 countries, including Germany and the United States.

Deutsche Telekom Holding

Deutsche Telekom Holding B.V.

Stationsplein 8K, 6221 BT

Maastricht, The Netherlands

Phone: +31 437999032

Deutsche Telekom Holding is a limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and existing under the laws of the Netherlands and an indirect wholly owned subsidiary of Deutsche Telekom. As a result of an internal reorganization of Deutsche Telekom’s subsidiaries on December 31, 2013, Deutsche Telekom Holding directly holds theT-Mobile common stock beneficially owned by Deutsche Telekom. Deutsche Telekom Holding’s principal business purpose is to incorporate, participate and supervise companies belonging to the Deutsche Telekom group and their relevant businesses.

SoftBank

SoftBank Group Corp.

1-9-1, Higashi-ShimbashiMinato-ku

Tokyo105-7303 Japan

+81-3-6889-2000

SoftBank is a Japanesekabushiki kaisha, originally organized in 1981. SoftBank is a pure holding company that engages in a range of businesses in the information industry, including mobile communications, broadband infrastructure, fixed-line telecommunications and internet culture. SoftBank is headquartered in Tokyo, Japan, where it seeks to use the information revolution to contribute to the wellbeing of people and society.

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint consent solicitation statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements,”T-Mobile stockholders should carefully consider the following risks in deciding whether to approve theT-Mobile proposals, and Sprint stockholders should carefully consider the following risk factors in deciding whether to approve the Sprint proposals. You should read this joint consent solicitation statement/prospectus and its Annexes and the other documents incorporated by reference into this joint consent solicitation statement/prospectus carefully and in their entirety. See “Where You Can Find More Information.”

Risks Related to the Merger Transactions

Because the market price ofT-Mobile common stock will fluctuate, Sprint stockholders cannot be sure of the value of the shares ofT-Mobile common stock they will receive in the merger transactions. In addition, because the exchange ratio is fixed, the number of shares ofT-Mobile common stock to be received by holders of Sprint common stock in the merger transactions will not change between now and the time the merger transactions are completed to reflect changes in the trading prices ofT-Mobile common stock or Sprint common stock.

As a result of the merger transactions, each share of Sprint common stock issued and outstanding immediately prior to the effective time (other than shares held directly by Sprint as treasury stock and shares held by the SoftBank surviving entity) will be automatically converted into the right to receive 0.10256 shares ofT-Mobile common stock. The exchange ratio is fixed and will not be adjusted prior to the completion of the merger transactions to account for changes in the trading prices ofT-Mobile common stock or Sprint common stock or, except as otherwise set forth in the business combination agreement, other factors. The exact value of the consideration to Sprint stockholders will therefore depend on the price per share ofT-Mobile common stock at the completion of the merger transactions, which may be greater than, less than or the same as the price per share ofT-Mobile common stock at the time of entry into the business combination agreement or the date of this joint consent solicitation statement/prospectus.

As of [ ], 2018, and assuming that each share ofT-Mobile common stock will have a value equal to the closing price of a share ofT-Mobile common stock on NASDAQ on such date, the implied value of the exchange ratio to Sprint stockholders is approximately $[ ] per share. The market price ofT-Mobile common stock is subject to general price fluctuations in the market for publicly traded equity securities and has experienced volatility in the past. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in the businesses, operations and prospects ofT-Mobile, and an evolving regulatory landscape. Market assessments of the benefits of the merger transactions and the likelihood that the merger transactions will be completed, as well as general and industry specific market and economic conditions, may also impact the market price ofT-Mobile common stock. Many of these factors are beyondT-Mobile’s and Sprint’s control. You should obtain current market price quotations forT-Mobile common stock; however, as noted above, the prices at the effective time may be greater than, the same as or less than such price quotations.

The market price forT-Mobile common stock following the closing may be affected by factors different from those that historically have affected or currently affectT-Mobile common stock and Sprint common stock.

Upon completion of the merger transactions, holders of shares of Sprint common stock will receive shares ofT-Mobile common stock. The combined company’s business and financial position will differ from the business and financial position ofT-Mobile and Sprint before the completion of the merger and, accordingly, the results of operations of the combined company will be affected by some factors that are different from those currently affecting the results of operations ofT-Mobile and those currently affecting the results of operations of

Sprint. Accordingly, the market price and performance ofT-Mobile common stock is likely to be different from the performance of Sprint common stock in the absence of the merger transactions. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of,T-Mobile common stock, regardless ofT-Mobile’s actual operating performance. For a discussion of the businesses ofT-Mobile and Sprint and some important factors to consider in connection with those businesses, see the documents incorporated by reference in this joint consent solicitation statement/prospectus and referred to under “Where You Can Find More Information.”

The closing of the merger transactions is subject to a number of conditions, including the receipt of approvals from various governmental entities, which may not approve the merger transactions, may delay the approvals for, or may impose conditions or restrictions on, jeopardize or delay completion of, or reduce or delay the anticipated benefits of, the merger transactions, and if these conditions are not satisfied or waived, the merger transactions will not be completed.

The completion of the merger transactions is subject to a number of conditions, including, among others, obtaining certain governmental authorizations, consents, orders or other approvals, including the expiration or termination of applicable waiting periods under the HSR Act, the receipt of required approvals from the FCC and any PUCs or similar state and foreign regulatory bodies, clearance by CFIUS and approval by DSS, and the absence of any injunction prohibiting the merger transactions or any legal requirements enacted by a court or other governmental entity preventing the completion of the merger transactions. See “The Merger Transactions—Regulatory Approvals Required for the Merger Transactions.” There is no assurance that these required authorizations, consents, orders or other approvals will be obtained or that they will be obtained in a timely manner, or whether they will be subject to required actions, conditions, limitations or restrictions on the combined company’s business, operations or assets. If any such required actions, conditions, limitations or restrictions are imposed, they may jeopardize or delay completion of the merger transactions, reduce or delay the anticipated benefits of the merger transactions or allow the parties to terminate the business combination agreement, which could result in a material adverse effect onT-Mobile’s, Sprint’s or the combined company’s business, financial condition or operating results. In addition, the completion of the merger transactions is also subject toT-Mobile USA having specified minimum credit ratings on the closing date of the merger transactions (after giving effect to the merger) from at least two of three specified credit rating agencies, subject to certain qualifications. In the event thatT-Mobile terminates the business combination agreement in connection with a failure to satisfy the closing condition related to the specified minimum credit ratings, then in certain circumstances,T-Mobile may be required to pay Sprint an amount equal to $600 million. If the merger transactions are not completed by April 29, 2019 (subject to extension to July 29, 2019, and further extension to October 29, 2019, if the only conditions not satisfied or waived (other than those conditions that by their terms are to be satisfied at the closing, which conditions are then capable of being satisfied) are conditions relating to the required regulatory and other governmental consents and the absence of restraints, and subject to the marketing period), eitherT-Mobile or Sprint may terminate the business combination agreement. The business combination agreement may also be terminated if the other conditions to closing are not satisfied, andT-Mobile and Sprint may also mutually decide to terminate the business combination agreement at any time prior to the HoldCo mergers effective time.

The financing of the merger transactions is not assured.

AlthoughT-Mobile has received debt financing commitments from lenders to provide various bridge and other credit facilities to finance the merger transactions, the obligation of the lenders to provide these facilities is subject to a number of conditions. Furthermore, each ofT-Mobile and Sprint may seek to modify its existing financing arrangements in connection with the merger transactions, subject to the terms of the business combination agreement, andT-Mobile and Sprint do not currently have commitments from lenders providing their existing financing arrangements for these modifications. Even ifT-Mobile and Sprint are able to obtain financing or modify their existing financing arrangements, the terms of such new or modified financing arrangements may not be available toT-Mobile or Sprint on favorable terms, andT-Mobile and Sprint may incur significant costs in connection with entering into such financing. Accordingly, financing for the merger transactions may not be obtained on the expected terms or at all.

In particular,T-Mobile has received commitments for a $19.0 billion secured bridge loan facility.T-Mobile expects to conduct one or more secured notes offerings to reduce commitments under the secured bridge facility. However, there can be no assurance thatT-Mobile will be able to issue the secured notes or other long-term financing on terms it finds acceptable or at all, in which caseT-Mobile may choose to borrow under the secured bridge facility. Accordingly, the costs of financing for the merger transactions may be higher than expected.

Credit rating downgrades could adversely affect the businesses, cash flows, financial condition and operating results ofT-Mobile, Sprint and the combined company.

The credit ratings ofT-Mobile and Sprint impact the cost and availability of future borrowings, and, as a result, cost of capital.T-Mobile’s and Sprint’s current ratings reflect each rating agency’s opinion of the company’s financial strength, operating performance and ability to meet its debt obligations or, following the completion of the merger transactions, obligations to the combined company’s obligors. Each rating agency reviews these ratings periodically and there can be no assurance that such ratings will be maintained in the future. A downgrade in the rating of either or both companies could adversely affect the businesses, cash flows, financial condition and operating results ofT-Mobile, Sprint and, following the merger transactions, the combined company.

T-Mobile and Sprint directors and officers may have interests in the merger transactions different from the interests ofT-Mobile stockholders and Sprint stockholders.

Certain of the directors and executive officers ofT-Mobile and Sprint negotiated the terms of the business combination agreement.T-Mobile and Sprint directors and executive officers may have interests in the merger transactions that are different from, or in addition to, those ofT-Mobile stockholders and Sprint stockholders, respectively. These interests include, but are not limited to, the continued service of certain directors ofT-Mobile and Sprint as directors of the combined company, the continued employment of certain executive officers ofT-Mobile and Sprint by the combined company, the treatment in the merger transactions of Sprint stock options, Sprint time-based restricted stock units, Sprint performance-based restricted stock units, the treatment of the Sprint Employees Stock Purchase Plan and severance and other rights held by Sprint directors and executive officers, severance agreements and amended employment terms and other rights held byT-Mobile directors and executive officers, and provisions in the business combination agreement regarding continued indemnification of and advancement of expenses toT-Mobile and Sprint directors and officers.T-Mobile stockholders and Sprint stockholders should be aware of these interests when they consider the recommendation of theT-Mobile board of directors in favor of theT-Mobile proposals and the recommendation of the Sprint board of directors in favor of the Sprint proposals, respectively.

The members of theT-Mobile board of directors and theT-Mobile independent committee were aware of and considered these interests, among other matters, in evaluating the business combination agreement and the transactions contemplated thereby, and in making theT-Mobile board of directors’ recommendation that thatT-Mobile stockholders approve theT-Mobile proposals. The interests ofT-Mobile directors and executive officers are described in more detail in the section of this joint consent solicitation statement/prospectus entitled “The Merger Transactions—Interests of Certain Executive Officers and Directors ofT-Mobile in the Merger Transactions.”

The members of the Sprint board of directors and the Sprint independent committee were aware of and considered these interests, among other matters, in evaluating the business combination agreement and the transactions contemplated thereby, and in making the Sprint board of directors’ recommendation that Sprint stockholders approve the Sprint proposals. The interests of Sprint directors and executive officers are described in more detail in the section of this joint consent solicitation statement/prospectus entitled “The Merger Transactions—Interests of Certain Executive Officers and Directors of Sprint in the Merger Transactions.”

The governance arrangements of the combined company will be different from the current governance arrangements of each ofT-Mobile and Sprint.

Upon completion of the merger transactions, the rights of former Sprint stockholders who receive shares ofT-Mobile common stock, and the rights ofT-Mobile stockholders who continue to hold shares ofT-Mobile common stock, will be governed by theT-Mobile certificate of incorporation and the bylaws ofT-Mobile, in each case as amended and restated in accordance with the business combination agreement, and by Delaware law. You should carefully review the forms of theT-Mobile certificate of incorporation and the bylaws ofT-Mobile to be in effect at the effective time, copies of the forms of which are attached as Annex D and Annex E, respectively, to this joint consent solicitation statement/prospectus. By becoming a stockholder inT-Mobile, former holders of Sprint common stock are deemed to have notice of and to have consented to the provisions of theT-Mobile certificate of incorporation and the bylaws ofT-Mobile, including with respect to the provisions that are described elsewhere in this joint consent solicitation statement/prospectus. See “Comparison of Stockholders’ Rights.”

The governance arrangements of the combined company are different from the existing governance arrangements of each ofT-Mobile and Sprint. Deutsche Telekom is currently the controlling stockholder ofT-Mobile, and SoftBank is currently the controlling stockholder of Sprint. Following the completion of the merger transactions, Deutsche Telekom will retain the power to vote a majority of theT-Mobile common stock, andT-Mobile will therefore continue to be a “controlled company” for purposes of NASDAQ rules; however, the combined company will have the governance arrangements set forth in the business combination agreement and the other agreements described elsewhere in this joint consent solicitation statement/prospectus, and the combined company will be governed by theT-Mobile certificate of incorporation and the bylaws ofT-Mobile, in each case as amended and restated in accordance with the business combination agreement, copies of the forms of which are attached as Annex D and Annex E, respectively, to this joint consent solicitation statement/prospectus, andT-Mobile, Deutsche Telekom and SoftBank will enter into the amended and restated stockholders’ agreement, a copy of the form of which is attached as Annex F to this joint consent solicitations statement/prospectus. See “Comparison of Stockholders’ Rights” and “Stockholders’ and Proxy Agreements.”

Following the merger transactions, the composition of the combined company board of directors will be different than the composition of the currentT-Mobile board of directors or the current Sprint board of directors.

TheT-Mobile board of directors currently consists of 12 directors and the Sprint board of directors currently consists of ten directors. Upon completion of the merger transactions, theT-Mobile board of directors, which will be the board of directors of the combined company, will consist of 14 directors, including nine directors designated by Deutsche Telekom, four directors designated by SoftBank and the chief executive officer of the combined company. See “The Merger Transactions—Board of Directors and Management of the Combined Company” and “Stockholders’ and Proxy Agreements.” This new composition of theT-Mobile board of directors may affect the future decisions of the combined company.

Stockholders will not be entitled to appraisal rights in connection with the merger transactions.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders do not have appraisal rights if the shares of stock they hold, as of the record date for determination of stockholders entitled to vote at the meeting of stockholders to act upon a merger, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders, unless the stockholders receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation (or depositary receipts in respect thereof), or of any other corporation that is publicly listed or held by more than 2,000 holders of record, cash in lieu of fractional shares or

fractional depositary receipts described above or any combination of the foregoing. BecauseT-Mobile common stock is listed on NASDAQ, a national securities exchange, and because Sprint stockholders will receive in the merger transactions only shares ofT-Mobile common stock, which will be publicly listed on NASDAQ upon the effective time, and cash in lieu of fractional shares, stockholders will not be entitled to appraisal rights in connection with the merger transactions.

The opinions ofT-Mobile’s and Sprint’s respective financial advisors do not reflect changes in circumstances that may have occurred or that may occur between the signing of the business combination agreement and the completion of the merger transactions.

Neither theT-Mobile board of directors or theT-Mobile independent committee, nor the Sprint board of directors or the Sprint independent committee, has obtained updated opinions from their respective financial advisors as of the date of this joint consent solicitation statement/prospectus, nor do any of them expect to receive updated, revised or reaffirmed opinions prior to the completion of the merger transactions. Changes in the operations and prospects ofT-Mobile or Sprint, general market and economic conditions and other factors that may be beyond the control ofT-Mobile or Sprint, and on whichT-Mobile’s and Sprint’s financial advisors’ opinions were based, may significantly alter the value ofT-Mobile or Sprint or the share prices ofT-Mobile common stock or Sprint common stock by the time the merger transactions are completed. The opinions do not speak as of the time the merger transactions will be completed or as of any date other than the date of such opinions. BecauseT-Mobile’s and Sprint’s financial advisors will not be updating their opinions, the opinions will not address the fairness of the merger consideration from a financial point of view at the time the merger transactions are completed. TheT-Mobile board of directors’ recommendation thatT-Mobile stockholders approve theT-Mobile proposals and the Sprint board of directors’ recommendation that Sprint stockholders approve the Sprint proposals, however, are made as of the date of this joint consent solicitation statement/prospectus. For a description of the opinions that theT-Mobile board of directors, theT-Mobile independent committee, the Sprint board of directors and the Sprint independent committee received from their respective financial advisors, see “The Merger Transactions—Opinions ofT-Mobile’s Financial Advisors” and “The Merger Transactions—Opinions of Sprint’s Financial Advisors.”

The business combination agreement contains provisions that restrict the ability of each of theT-Mobile board of directors and the Sprint board of directors to pursue alternatives to the merger transactions.

The business combination agreement containsnon-solicitation provisions that restrict the ability of each ofT-Mobile and Sprint to solicit, initiate, knowingly encourage or knowingly take any other action designed to facilitate, any inquiries regarding, or the making of, any proposal the completion of which would constitute an alternative transaction for purposes of the business combination agreement. In addition, the business combination agreement does not permitT-Mobile or Sprint to terminate the business combination agreement in order to enter into an agreement providing for, or to complete, such an alternative transaction, even if the alternative transaction provides for the payment of consideration with a higher per share cash or market value than the market value proposed to be received or realized in the merger transactions. See “The Business Combination Agreement—Covenants and Agreements—No Solicitation; Third-Party Acquisition Proposals.”

A significant stockholder of each ofT-Mobile and Sprint has executed a support agreement that requires such stockholder to deliver a written consent in favor of theT-Mobile proposals and the Sprint proposals, as applicable, which will constitute approval of the merger transactions byT-Mobile stockholders and Sprint stockholders, respectively, even if theT-Mobile board of directors or the Sprint board of directors changes its recommendation.

common stock held by Deutsche Telekom Holding, representing approximately 63.5% of the outstanding shares ofT-Mobile common stock as of theT-Mobile record date, approving theT-Mobile proposals. The delivery of the Deutsche Telekom written consent will constitute receipt byT-Mobile of theT-Mobile stockholder approval, and Deutsche Telkom Holding is required to deliver the Deutsche Telekom written consent even if theT-Mobile board of directors changes its recommendation to the stockholders ofT-Mobile. Therefore,T-Mobile expects to receive a number of consents sufficient to constitute theT-Mobile stockholder approval.

Subsequent to the execution of the business combination agreement, SoftBank, SoftBank UK, Starburst and Galaxy entered into the SoftBank support agreement under which they agreed, promptly (and in any event within two business days) following their receipt of this joint consent solicitation statement/prospectus, to execute and deliver a written consent with respect to all of the outstanding shares of Sprint common stock held by Starburst and Galaxy, representing approximately 84.5% of the outstanding shares of Sprint common stock as of the Sprint record date, approving the Sprint proposals. The delivery of the SoftBank written consent will constitute receipt by Sprint of the Sprint stockholder approval, and Starburst and Galaxy are required to deliver the SoftBank written consent even if the Sprint board of directors changes its recommendation to the stockholders of Sprint. Therefore, Sprint expects to receive a number of consents sufficient to constitute the Sprint stockholder approval.

T-Mobile and Sprint are subject to various uncertainties, including litigation and contractual restrictions and requirements while the merger transactions are pending that could disruptT-Mobile’s, Sprint’s or the combined company’s business and adversely affectT-Mobile’s, Sprint’s or the combined company’s business, assets, liabilities, prospects, outlook, financial condition and results of operations.

Uncertainty about the effect of the merger transactions on employees, customers, suppliers, vendors, distributors, dealers and retailers may have an adverse effect onT-Mobile, Sprint or the combined company. These uncertainties may impair the ability to attract, retain and motivate key personnel during the pendency of the merger transactions and, if the merger transactions are completed, for a period of time thereafter, as existing and prospective employees may experience uncertainty about their future roles with the combined company. If key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with the combined company, the combined company’s business following the completion of the merger transactions could be negatively impacted.T-Mobile, Sprint or the combined company may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent. Additionally, these uncertainties could cause customers, suppliers, distributors, dealers, retailers and others to seek to change or cancel existing business relationships withT-Mobile, Sprint or the combined company or fail to renew existing relationships. Suppliers, distributors and content and application providers may also delay or cease developing forT-Mobile, Sprint or the combined company new products that are necessary for the operations of its business due to the uncertainty created by the merger transactions. Competitors may also targetT-Mobile’s or Sprint’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the merger transactions.

The business combination agreement also restricts each ofT-Mobile and Sprint, without the other’s consent, from taking certain actions outside of the ordinary course of business while the merger transactions are pending, including, among other things, certain acquisitions or dispositions of businesses and assets, entering into or amending certain contracts, repurchasing or issuing securities, making capital expenditures and incurring indebtedness, in each case subject to certain exceptions. See “The Business Combination Agreement—Covenants and Agreements” for a description of certain restrictive covenants applicable toT-Mobile and Sprint. These restrictions may have a significant negative impact onT-Mobile’s or Sprint’s business, results of operations and financial condition.

Management and financial resources have been diverted and will continue to be diverted toward the completion of the merger transactions.T-Mobile and Sprint have incurred, and expect to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the merger transactions. These costs could adversely affectT-Mobile’s, Sprint’s or the combined company’s financial condition and results of operations.

In addition,T-Mobile, Sprint and their respective affiliates are involved in various disputes, governmental and/or regulatory inspections, investigations and proceedings and litigation matters that arise from time to time, and it is possible that an unfavorable resolution of these matters could adversely affectT-Mobile or Sprint and their respective results of operations, financial condition and cash flows and the results of operations, financial condition and cash flows of the combined company.

Failure to complete the merger could negatively impactT-Mobile and Sprint and their respective businesses, assets, liabilities, prospects, outlook, financial condition or results of operations.

If the merger is not completed for any reason,T-Mobile and Sprint may be subject to a number of material risks. The price ofT-Mobile common stock and of Sprint common stock may decline to the extent that their current market prices reflect a market assumption that the merger will be completed. In addition, some costs related to the merger transactions must be paid byT-Mobile and Sprint whether or not the merger transactions are completed. Furthermore,T-Mobile and Sprint may experience negative reactions from their respective stockholders, customers, employees, suppliers, distributors, retailers, dealers and others who deal withT-Mobile and Sprint, which could have an adverse effect on their respective businesses, financial condition and results of operations.

In addition, it is expected that if the merger is not completed,T-Mobile and Sprint will continue to lack the network, scale and financial resources of the current market share leaders in, and other companies that have more recently begun providing, wireless services. Further, if the merger is not completed, it is expected thatT-Mobile and Sprint will not be able to deploy a nationwide 5G network on the same scale and on the same timeline as the combined company. For example, T-Mobile’s standalone 5G network would have substantially less capacity

than the combined company’s 5G network, while Sprint’s standalone 5G network would be geographically limited due to Sprint’s limited current network footprint on which to build 5G sites and the cost of utilizing 2.5 GHz spectrum for 5G. As a result, if the merger is not completed, it is expected that T-Mobile and Sprint will continue to be limited in their respective abilities to compete effectively in the 5G era.

Only in the event that the HoldCo mergers are completed is the closing of the merger conditioned upon the receipt of an opinion of counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and neitherT-Mobile nor Sprint intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the merger.

It is intended that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that U.S. holders of Sprint common stock will not recognize gain or loss, except with respect to the receipt of cash in lieu of fractional shares ofT-Mobile common stock. Only in the event that the HoldCo mergers are consummated is the closing of the merger conditioned upon receipt of an opinion of counsel to the effect that the merger will qualify as a “reorganization”. Otherwise, the merger will be completed without the receipt of any tax opinion from counsel. Furthermore, neitherT-Mobile nor Sprint intends to request a ruling from the IRS regarding the United States federal income tax consequences of the merger. Accordingly, there can be no assurance that the merger will so qualify. See “Material U.S. Federal Income Tax Consequences of the Merger.” Sprint stockholders should consult their own tax advisors.

Litigation relating to the merger transactions may be filed against theT-Mobile board of directors and/or the Sprint board of directors that could prevent or delay the completion of the merger transactions and/or result in the payment of damages following the completion of the merger transactions.

In connection with the merger transactions, it is possible that stockholders ofT-Mobile and/or Sprint may file putative class action lawsuits against theT-Mobile board of directors and/or the Sprint board of directors. Among other remedies, these stockholders could seek damages and/or to enjoin the merger transactions. The outcome of any litigation is uncertain and any such potential lawsuits could prevent or delay the completion of the merger transactions and/or result in substantial costs toT-Mobile and/or Sprint. Any such actions may create uncertainty relating to the merger transactions and may be costly and distracting to management. Further, the

defense or settlement of any lawsuit or claim that remains unresolved at the time the merger transactions are completed may adversely affect the combined company’s business, financial condition, results of operations and cash flows.

Risks Related to the Business of the Combined Company

AlthoughT-Mobile and Sprint expect that the merger transactions will result in synergies and other benefits, those synergies and benefits may not be realized or may not be realized within the expected time frame.

The ability ofT-Mobile and Sprint to realize the anticipated benefits of the merger transactions will depend, to a large extent, on the combined company’s ability to integrateT-Mobile’s and Sprint’s businesses in a manner that facilitates growth opportunities and achieves the projected standalone cost savings and revenue growth trends identified by each company without adversely affecting current revenues and investments in future growth. In addition, some of the anticipated synergies are not expected to occur for a significant time period following the completion of the merger transactions and will require substantial capital expenditures in the near term to be fully realized. Even if the combined company is able to integrate the two companies successfully, the anticipated benefits of the merger transactions, including the expected synergies and network benefits, may not be realized fully or at all or may take longer to realize than expected.

T-Mobile’s business and Sprint’s business may not be integrated successfully or such integration may be more difficult, time consuming or costly than expected. Operating costs, customer loss and business disruption, including difficulties in maintaining relationships with employees, customers, suppliers or vendors, may be greater than expected following the merger transactions. Revenues following the merger transactions may be lower than expected.

The combination of two independent businesses is complex, costly and time-consuming and may divert significant management attention and resources to combiningT-Mobile’s and Sprint’s business practices and operations. This process may disruptT-Mobile’s and Sprint’s businesses. The failure to meet the challenges involved in combining the two businesses and to realize the anticipated benefits of the merger transactions could cause an interruption of, or a loss of momentum in, the activities of the combined company and could adversely affect the results of operations of the combined company. The overall combination ofT-Mobile’s and Sprint’s businesses may also result in material unanticipated problems, expenses, liabilities, competitive responses, and loss of customer and other business relationships. The difficulties of combining the operations of the companies include, among others:

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the diversion of management attention to integration matters;

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difficulties in integrating operations and systems, including intellectual property and communications systems, administrative and information technology infrastructure and financial reporting and internal control systems;

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challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies;

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difficulties in integrating employees and attracting and retaining key personnel;

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challenges in retaining existing customers and obtaining new customers;

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difficulties in achieving anticipated cost savings, synergies, accretion targets, business opportunities, financing plans and growth prospects from the combination;

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difficulties in managing the expanded operations of a significantly larger and more complex company;

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the impact of the additional debt financing expected to be incurred in connection with the merger transactions;

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the transition of management to the combined company management team, and the need to address possible differences in corporate cultures and management philosophies;

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contingent liabilities that are larger than expected; and

•

potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the merger transactions.

Many of these factors are outside of the control ofT-Mobile and Sprint and/or will be outside the control of the combined company, and any one of them could result in lower revenues, higher costs and diversion of management time and energy, which could materially impact the business, financial condition and results of operations of the combined company. In addition, even if the operations of the businesses ofT-Mobile and Sprint are integrated successfully, the full benefits of the merger may not be realized, including, among others, the synergies, cost savings or sales or growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame or at all. Further, additional unanticipated costs may be incurred in the integration of the businesses ofT-Mobile and Sprint. All of these factors could cause dilution to the earnings per share of the combined company, decrease or delay the projected accretive effect of the merger, and negatively impact the price ofT-Mobile common stock following the merger. As a result, it cannot be assured that the combination ofT-Mobile and Sprint will result in the realization of the full benefits expected from the merger transactions within the anticipated time frames or at all.

The financial analyses, estimates and forecasts considered byT-Mobile and Sprint and their respective financial advisors may not be realized, which may adversely affect the market price ofT-Mobile common stock following the merger.

In performing their financial analyses and rendering their opinions regarding the fairness, from a financial point of view, of the exchange ratio toT-Mobile, holders ofT-Mobile common stock and holders of Sprint common stock, as applicable, each of the respective financial advisors toT-Mobile and Sprint relied on, among other things, internal financial analyses, estimates and forecasts relating toT-Mobile and Sprint prepared by or at the direction of the managements ofT-Mobile and Sprint, as applicable. See “The MergerTransactions—T-Mobile Unaudited Prospective Financial Information” and “The Merger Transactions—Sprint Unaudited Prospective FinancialInformation.” The unaudited prospective financial information ofT-Mobile and Sprint was not prepared with a view toward public disclosure, and the unaudited prospective financial information and the estimated synergies were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. These projections are inherently uncertain and based on various assumptions and estimates that are subject to the judgment of those preparing them. These projections are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control ofT-Mobile and Sprint. There can be no assurance thatT-Mobile’s, Sprint’s or the combined company’s financial condition or results of operations will be consistent with those set forth in such projections, which could have a material impact on the market price ofT-Mobile common stock following the merger.

The indebtedness of the combined company following the completion of the merger transactions will be substantially greater than the indebtedness of each ofT-Mobile and Sprint on a standalone basis prior to the execution of the business combination agreement. This increased level of indebtedness could adversely affect the combined company’s business flexibility and increase its borrowing costs.

In connection with the merger transactions,T-Mobile and Sprint have conducted, and expect to conduct, certainpre-merger financing transactions, which will be used in part to prepay a portion ofT-Mobile’s and Sprint’s existing indebtedness and to fund liquidity needs. After giving effect to thepre-merger financing transactions, the merger transactions and the other transactions contemplated by the business combination agreement,T-Mobile and Sprint anticipate that the combined company will have consolidated indebtedness of approximately $75.0 billion to $77.0 billion, based on estimated December 31, 2018 debt and cash balances and excluding tower obligations.

T-Mobile’s substantially increased indebtedness following the merger transactions will have the effect, among other things, of reducing its flexibility to respond to changing business, economic, market and industry conditions and increasing the amount of cash required to meet interest payments. In addition, this increased level of indebtedness following the merger transactions may reduce funds available to support efforts to combine the businesses ofT-Mobile and Sprint and realize the expected benefits of the merger transactions, and may also reduce funds available for capital expenditures, share repurchases and other activities that may put the combined company at a competitive disadvantage relative to other companies with lower debt levels. Further, it may be necessary for the combined company to incur substantial additional indebtedness in the future, subject to the restrictions contained in its debt instruments, which could increase the risks associated with the capital structure of the combined company.

Because of the substantial indebtedness of the combined company following the completion of the merger transactions, there is a risk that the combined company may not be able to service its debt obligations in accordance with their terms.

The ability of the combined company to service its substantial debt obligations following the merger transactions will depend in part on future performance, which will be affected by business, economic, market and industry conditions and other factors, including the ability of the combined company to achieve the expected benefits of the merger transactions. There is no guarantee that the combined company will be able to generate sufficient cash flow to service its debt obligations when due. If the combined company is unable to meet such obligations or fails to comply with the financial and other restrictive covenants contained in the agreements governing such debt obligations, it may be required to refinance all or part of its debt, sell important strategic assets at unfavorable prices or make additional borrowings. The combined company may not be able to, at any given time, refinance its debt, sell assets or make additional borrowings on commercially reasonable terms or at all, which could have a material adverse effect on its business, financial condition and results of operations after the merger transactions.

In addition, some or all of the combined company’s variable-rate indebtedness may use the London Inter-Bank Offered Rate or similar rates (which we refer to as “LIBOR”) as a benchmark for establishing the rate. LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to disappear entirely or to perform differently than in the past. The consequence of these developments cannot be entirely predicted, but could include an increase in the cost of the combined company’svariable rate indebtedness.

The agreements governing the combined company’s indebtedness and other financings will include restrictive covenants that limit the combined company’s operating flexibility.

The agreements governing the combined company’s indebtedness and other financings will impose material operating and financial restrictions on the combined company. These restrictions, subject in certain cases to customary baskets, exceptions and maintenance and incurrence-based financial tests, may limit the combined company’s ability to engage in transactions and pursue strategic business opportunities, including the following:

•

incurring additional indebtedness and issuing preferred stock;

•

paying dividends, redeeming capital stock or making other restricted payments or investments;

•

selling or buying assets, properties or licenses;

•

developing assets, properties or licenses which the combined company has or in the future may procure;

•

creating liens on assets securing indebtedness or other obligations;

•

participating in future FCC auctions of spectrum or private sales of spectrum;

•

engaging in mergers, acquisitions, business combinations or other transactions;

•

entering into transactions with affiliates; and

•

placing restrictions on the ability of subsidiaries to pay dividends or make other payments.

These restrictions could limit the combined company’s ability to obtain debt financing, make share repurchases, refinance or pay principal on its outstanding indebtedness, complete acquisitions for cash or indebtedness or react to business, economic, market and industry conditions and other changes in its operating environment or the economy. Any future indebtedness that the combined company incurs may contain similar or more restrictive covenants. Any failure to comply with the restrictions of the combined company’s debt agreements may result in an event of default under these agreements, which in turn may result in defaults or acceleration of obligations under these and other agreements, giving the combined company’s lenders the right to terminate any commitments they had made to provide it with further funds and to require the combined company to repay all amounts then outstanding.

T-Mobile and Sprint have incurred, and will incur, direct and indirect costs as a result of the merger transactions.

T-Mobile and Sprint have incurred, and will incur, substantial expenses in connection with and as a result of completing the merger transactions, and over a period of time following the completion of the merger transactions, the combined company also expects to incur substantial expenses in connection with integrating and coordinating the businesses, operations, policies and procedures ofT-Mobile and Sprint. A portion of the transaction costs related to the merger transactions will be incurred regardless of whether the merger transactions are completed. WhileT-Mobile and Sprint have assumed that a certain level of transaction expenses will be incurred, factors beyondT-Mobile’s and Sprint’s control could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses will exceed the costs historically borne byT-Mobile and Sprint. These costs could adversely affect the financial condition and results of operations ofT-Mobile and Sprint prior to the merger transactions and of the combined company following the merger transactions.

The combined company’s actual financial position and results of operations may differ materially from the unaudited pro forma financial data included in this joint consent solicitation statement/prospectus.

The pro forma financial information contained in this joint consent solicitation statement/prospectus is presented for illustrative purposes only and may not be an accurate indication of what the combined company’s financial position or results of operations would have been had the merger been completed on the dates assumed. The pro forma financial information has been derived from the audited and unaudited historical financial statements ofT-Mobile and Sprint, and certain adjustments and assumptions have been made regarding the combined company after giving effect to the merger transactions. The pro forma financial statements do not include, among other things, estimated cost or growth synergies, adjustments related to restructuring or integration activities, future acquisitions or disposals not yet known or probable, including those that may be required by regulatory or governmental authorities in connection with the merger transactions, or impacts of merger-related change in control provisions that are currently not factually supportable and/or probable of occurring. Certain assets and liabilities of Sprint have been measured at fair value based on various preliminary estimates using assumptions thatT-Mobile’s management and Sprint’s management believe are reasonable, utilizing information currently available, including the use of benchmarking to similar transactions. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates may be revised and may include additional assets acquired or liabilities assumed as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have a material impact on the pro forma financial information and the combined company’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate. Such assumptions can be adversely affected by known or unknown facts, risks and uncertainties, many of which are beyondT-Mobile’s or Sprint’s control. Other factors may also affect the combined company’s financial condition or results of operations following the closing. In addition, following the merger transactions, certain adjustments to the accounting policies applied by Sprint to its financial information are expected to be made in order to conform the treatment of such financial information to the accounting policies of the combined company. In certain cases, the information necessary to determine the appropriate adjustments may not be available until after the completion of the merger transactions, and therefore, when conformed, the financial information of the combined company may vary materially from the pro forma financial information contained in this joint consent solicitation statement/prospectus, including, for example, adjustments with respect to revenue recognition, expenses and depreciation. Any material variance from the pro forma financial information may cause significant variations in the market price of theT-Mobile common stock following the merger transactions. In view of these uncertainties, the inclusion of pro forma financial information in this joint consent solicitation statement/prospectus is for illustrative purposes and does not purport to project the future consolidated results of operations or consolidated financial condition for any future period or as of any future date. The pro forma financial information represents historical results as ifT-Mobile and Sprint had operated as a combined entity and does not include future benefits from the merger transactions, such as those resulting from estimated synergies, and related costs, such as those costs expected to achieve certain benefits. See “Unaudited Pro Forma Condensed Financial Information.”

The merger transactions may not be accretive and may cause dilution to the earnings per share of the combined company, which may negatively affect the market price of theT-Mobile common stock.

In the merger transactions, it is currently estimated thatT-Mobile will issue approximately 418 million shares ofT-Mobile common stock, based upon the shares of Sprint common stock outstanding as of October 1, 2018. The issuance of these new shares could have the effect of depressing the market price of theT-Mobile common stock. In addition,T-Mobile or Sprint (or the combined company after the merger transactions) could encounter other transaction-related costs, such as the failure to realize all of the benefits anticipated in the merger transactions, which could cause dilution to the combined company’s earnings per share or decrease or delay the expected accretive effect of the merger transactions and cause a decrease in the market price of theT-Mobile common stock.

Risks Related toT-Mobile’s Business

You should read and consider the risk factors specific toT-Mobile’s business that will also affect the combined company after the merger transactions. These risks are described in Part I, Item 1A ofT-Mobile’s Annual Report on Form10-K for the fiscal year ended December 31, 2017, and in other documents that are incorporated by reference into this joint consent solicitation statement/prospectus. See “Where You Can Find More Information” for the location of information incorporated by reference in this joint consent solicitation statement/prospectus.

Risks Related to Sprint’s Business

You should read and consider the risk factors specific to Sprint’s business that will also affect the combined company after the merger transactions. These risks are described in Part I, Item 1A of Sprint’s Annual Report onForm 10-K for the fiscal year ended March 31, 2018, and in other documents that are incorporated by reference into this joint consent solicitation statement/prospectus. See “Where You Can Find More Information” for the location of information incorporated by reference in this joint consent solicitation statement/prospectus.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint consent solicitation statement/prospectus contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 concerningT-Mobile, Sprint, the merger transactions and the other transactions contemplated by the business combination agreement. 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 merger transactions, 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 merger transactions. 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 merger transactions, or the failure to satisfy any of the other conditions to the merger transactions 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 merger transactions in the anticipated time frame or at all; inability to obtain the financing contemplated to be obtained in connection with the merger transactions 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 completion of the merger transactions 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 merger transactions in the expected time frames 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 merger transactions 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 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 at www.sec.gov andwww.t-mobile.com, and in Sprint’s Annual Report on Form10-K for the fiscal year ended March 31, 2018 and in its subsequent reports on Form10-Q, including in the sections thereof captioned “Risk Factors” and “MD&A—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 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, readers of this joint consent solicitation statement/prospectus are cautioned not to place undue reliance on such forward-looking statements.T-Mobile and Sprint assume 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.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OFT-MOBILE

The following selected historical consolidated financial data is derived fromT-Mobile’s audited consolidated financial statements as of and for each of the years ended December 31, 2017, 2016, 2015, 2014 and 2013 and unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2018 and 2017. In the opinion ofT-Mobile’s management, the interim financial data includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results for the interim periods. In connection with the business combination with MetroPCS Communications, Inc. (which we refer to as “MetroPCS”), the selected financial data prior to May 1, 2013 representsT-Mobile USA’s historical financial data. The information set forth below is only a summary that you should read together with the historical audited consolidated financial statements ofT-Mobile and the related notes, as well as the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained inT-Mobile’s Annual Report on Form10-K for the fiscal year ended December 31, 2017, as updated by the Current Report on Form8-K filed with the SEC on June 18, 2018, along with the unaudited condensed consolidated financial statements ofT-Mobile for the six month period ended June 30, 2018 contained inT-Mobile’s Quarterly Report on Form10-Q thatT-Mobile previously filed with the SEC and that are incorporated by reference into this joint consent solicitation statement/prospectus. Historical results are not necessarily indicative of any results to be expected in the future. See “Where You Can Find More Information.”


(in millions, except per share and customer amounts)	As of and for the Six Months Ended June 30,						As of and for the Year Ended December 31,
(in millions, except per share and customer amounts)	2018			2017			2017			2016			2015			2014			2013
Statement of Operations Data
Total service revenues	$	15,737		$	14,774		$	30,160		$	27,844		$	24,821		$	22,375		$	19,068
Total revenues⁽¹⁾		21,026			19,826			40,604			37,490			32,467			29,920			24,605
Operating income⁽¹⁾		2,732			2,453			4,888			4,050			2,479			1,772			1,181
Total other expense, net⁽¹⁾		(783	)		(912	)		(1,727	)		(1,723	)		(1,501	)		(1,359	)		(1,130	)
Income tax benefit (expense)		(496	)		(262	)		1,375			(867	)		(245	)		(166	)		(16	)
Net income		1,453			1,279			4,536			1,460			733			247			35
Net income attributable to common stockholders		1,453			1,251			4,481			1,405			678			247			35
Earnings per share:
Basic	$	1.71		$	1.51		$	5.39		$	1.71		$	0.83		$	0.31		$	0.05
Diluted	$	1.69		$	1.47		$	5.20		$	1.69		$	0.82		$	0.30		$	0.05
Balance Sheet Data
Cash and cash equivalents	$	215		$	181		$	1,219		$	5,500		$	4,582		$	5,315		$	5,891
Property and equipment, net		22,375			21,423			22,196			20,943			20,000			16,245			15,349
Spectrum licenses		35,532			35,060			35,366			27,014			23,955			21,955			18,122
Total assets		69,692			67,159			70,563			65,891			62,413			56,639			49,946
Total debt, excluding tower obligations		27,970			28,494			28,319			27,786			26,243			21,946			20,182
Stockholders’ equity		23,390			19,614			22,559			18,236			16,557			15,663			14,245
Statement of Cash Flows and Operational Data
Net cash provided by operating activities⁽³⁾	$	2,031		$	1,714		$	3,831		$	2,779		$	1,877		$	1,957		$	3,545
Purchases of property and equipment		(2,995	)		(2,875	)		(5,237	)		(4,702	)		(4,724	)		(4,317	)		(4,025	)
Purchases of spectrum licenses and other intangible assets, including deposits		(79	)		(5,805	)		(5,828	)		(3,968	)		(1,935	)		(2,900	)		(381	)
Proceeds related to beneficial interests in securitization transactions⁽³⁾		2,618			2,016			4,319			3,356			3,537			2,228			—
Net cash (used in) provided by financing activities⁽³⁾		(2,267	)		(366	)		(1,367	)		463			3,413			2,485			4,044
Total customers (in thousands)⁽²⁾		75,619			69,562			72,585			71,455			63,282			55,018			46,684

(1)	Effective January 1, 2017,T-Mobile changed an accounting principle. The imputed discount on Equipment Installment Plan (“EIP”) receivables, which is amortized over the financed installment term using the

effective interest method, and was previously presented within Interest income inT-Mobile’s Consolidated Statements of Comprehensive Income, is now presented within Other revenues inT-Mobile’s Consolidated Statements of Comprehensive Income.T-Mobile has applied this change retrospectively and presented the effect of $280 million, $248 million, $414 million, $356 million and $185 million on the years ended December 31, 2017, 2016, 2015, 2014 and 2013, respectively, in the table above. See Note 2.Summary of Significant Accounting Policies and Other Information in Notes to the Consolidated Financial Statements in Sprint’s Annual Report on Form 10-K for the year ended March 31, 2018, which is incorporated by reference into this joint consent solicitation statement/prospectus, for additional information related to the adoption of this standard.

(2)

T-Mobile believes current and future regulatory changes have made the Lifeline program offered by its wholesale partners uneconomical.T-Mobile will continue to support its wholesale partners offering the Lifeline program, but has excluded the Lifeline customers from its reported wholesale subscriber base resulting in the removal of 4,528,000 reported wholesale customers in 2017 and the beginning of the second quarter of 2017.

(3)

On January 1, 2018,T-Mobile adopted the new cash flow standard which impacted the presentation of its cash flows related to its beneficial interests in securitization transactions, which is the deferred purchase price, resulting in a reclassification of cash inflows from Operating activities to Investing activities in its Consolidated Statements of Cash Flows.T-Mobile has applied this change retrospectively and presented the effect of $2.0 billion, $4.3 billion, $3.4 billion, $3.5 billion, $2.2 billion and $0 for the six months ended June 30, 2017 and the years ended December 31, 2017, 2016, 2015, 2014 and 2013, respectively, in the table above. The new cash flow standard also impacted the presentation ofT-Mobile’s cash payments for debt prepayment and extinguishment costs, resulting in a reclassification of cash outflows from Operating activities to Financing activities in its Consolidated Statements of Cash Flows.T-Mobile has applied this change retrospectively and presented the effect of $188 million, $188 million, $0, $0, $39 million and $0 for the six months ended June 30, 2017 and the years ended December 31, 2017, 2016, 2015, 2014 and 2013, respectively, in the table above. See Note 1—Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements included in Part II, Item 8 of Exhibit 99.1 toT-Mobile’s Current Report on Form8-K filed June 18, 2018 for further information.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF SPRINT

Sprint’s selected financial data presented below distinguishes between the predecessor period (which we indicate in the table below by the heading “Predecessor”) relating to Sprint Communications (formerly known as Sprint Nextel Corporation) for periods prior to the SoftBank-Sprint merger and the successor period (which we indicate in the table below by the heading “Successor”) relating to Sprint (formerly known as Starburst II) for periods subsequent to the incorporation of Starburst II on October 5, 2012. The Successor financial information represents the activity and accounts of Sprint, which includes the activity and accounts of Starburst II prior to the close of the SoftBank-Sprint merger on July 10, 2013 and Sprint Communications, inclusive of the consolidation of Clearwire Corporation, prospectively following completion of the SoftBank-Sprint merger, beginning on July 11, 2013. The accounts and operating activity of Starburst II prior to the close of the SoftBank-Sprint merger primarily related to merger expenses that were incurred in connection with the SoftBank-Sprint merger (recognized in selling, general and administrative expense) and interest related to the $3.1 billion convertible bond Sprint Communications issued to Starburst II. The Predecessor financial information represents the historical basis of presentation for Sprint Communications for all periods prior to the SoftBank-Sprint merger.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (which we refer to as the “Tax Act”). The Tax Act included changes in tax laws that had a material impact on the financial statements of Sprint. Based on currently available information, Sprint recorded, as a provisional estimate, a $7.1 billionnon-cash tax benefit through income for continuing operations tore-measure the carrying values of its deferred tax assets and liabilities. There-measurement of deferred taxes had no impact on cash flows. SeeNote 10. Income Taxesin Notes to the Consolidated Financial Statements in Sprint’s Annual Report on Form10-K for the year ended March 31, 2018, which is incorporated by reference into this joint consent solicitation statement/prospectus, for additional information.

On January 1, 2018, Sprint adopted authoritative guidance regardingStatement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. Sprint adopted this standard with retrospective application to the consolidated statements of cash flows including the impacted cash flow data in the table below. SeeNote 2. Summary of Significant Accounting Policies and Other Informationin Notes to the Consolidated Financial Statementsin Sprint’s Annual Report on Form10-K for the year ended March 31, 2018, which is incorporated by reference into this joint consent solicitation statement/prospectus, for additional information related to the adoption of this standard.

The selected financial data presented below is not comparable for all periods presented primarily as a result of transactions such as the SoftBank-Sprint merger and acquisitions of Clearwire Corporation and certain assets of United States Cellular Corporation in 2013. All acquired companies’ results of operations subsequent to their acquisition dates are included in Sprint’s consolidated financial statements.


	Successor																										Predecessor
	Three Months Ended June 30,						Year Ended March 31,											Three Months Ended March 31,						Year Ended December 31,			191 Days Ended July 10,			Three Months Ended March 31,
	2018			2017			2018		2017			2016			2015			2014			2013			2013			2013			2013
	(in millions, except per share amounts)
Results of Operations
Service revenue	$	5,740		$	6,071		$	23,834	$	25,368		$	27,174		$	29,542		$	7,876		$	—		$	15,094		$	16,895		$	7,980
Equipment sales		1,173			1,187			4,524		4,684			3,168			4,826			999			—			1,797			1,707			813
Equipment rentals		1,212			899			4,048		3,295			1,838			164			—			—			—			—			—

Net operating revenues		8,125			8,157			32,406		33,347			32,180			34,532			8,875			—			16,891			18,602			8,793
Depreciation—network and other		1,023			977			3,976		3,982			4,013			3,591			868			—			2,026			3,098			1,422
Depreciation— equipment rentals		1,136			854			3,792		3,116			1,781			206			—			—			—			—			—
Amortization		171			223			812		1,052			1,294			1,552			429			—			908			147			70
Operating income (loss)		815			1,163			2,727		1,764			310			(1,895	)		420			(14	)		(970	)		(885	)		29
Net income (loss)		173			206			7,377		(1,206	)		(1,995	)		(3,345	)		(151	)		(9	)		(1,860	)		(1,158	)		(643	)
Net income (loss) attributable to Sprint Corporation		176			206			7,389		(1,206	)		(1,995	)		(3,345	)		(151	)		(9	)		(1,860	)		(1,158	)		(643	)
Earnings (Loss) per Share
Basic net income (loss) per common share	$	0.04		$	0.05		$	1.85	$	(0.30	)	$	(0.50	)	$	(0.85	)	$	(0.04	)				$	(0.54	)	$	(0.38	)	$	(0.21	)
Diluted net income (loss) per common share		0.04			0.05			1.81		(0.30	)		(0.50	)		(0.85	)		(0.04	)					(0.54	)		(0.38	)		(0.21	)
Financial Position
Total assets	$	86,449		$	83,324		$	85,459	$	85,123		$	78,975		$	82,841		$	84,549		$	3,122		$	85,953			N/A		$	50,474
Property, plant and equipment, net		20,538			18,866			19,925		19,209			20,297			19,721			16,299			—			16,164			N/A			14,025
Intangible assets, net		50,199			50,727			50,360		50,484			51,117			52,455			55,919			—			56,272			N/A			22,352
Total debt, capital lease and financing obligations (including equity unit notes)		40,617			39,584			40,892		40,914			33,958			33,642			32,638			—			32,869			N/A			24,217
Total stockholders’ equity		27,893			19,015			26,356		18,808		$	19,783			21,710			25,312			3,122			25,584			N/A			6,474
Noncontrolling interests		52			—			63		—			—			—			—			—			—			—			—
Cash Flow Data
Net cash provided by (used in) operating activities	$	2,430		$	(1,924	)	$	10,062	$	(3,290	)	$	(423	)	$	3,749		$	522		$	(2	)	$	119		$	2,669		$	939
Capital expenditures—network and other		(1,132	)		(1,151	)		3,319		1,950			4,680			5,422			1,488			—			3,847			3,140			1,381
Capital expenditures—leased devices		(1,817	)		(1,359	)		7,461		4,976			5,898			1,885			—			—			—			—			—

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following selected unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheet as of June 30, 2018 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 and the six months ended June 30, 2018. The unaudited pro forma condensed combined balance sheet as of June 30, 2018 combines the historical unaudited condensed consolidated balance sheet ofT-Mobile as of June 30, 2018 and historical audited consolidated balance sheet of Sprint as of June 30, 2018, giving effect to (1) the merger transactions as if they had been completed on June 30, 2018 and (2) the assumptions and adjustments described in the notes to the unaudited pro forma condensed combined financial information included in this joint consent solicitation statement/prospectus. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2018 and the fiscal year ended December 31, 2017 give effect to (1) the merger transactions as if they had been completed on January 1, 2017, the beginning ofT-Mobile’s most recently completed fiscal year and (2) the assumptions and adjustments described in the notes to the unaudited pro forma condensed combined financial information included in this joint consent solicitation statement/prospectus. The selected unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or consolidated financial condition would have been had the merger actually occurred on the dates indicated, nor do they purport to project the future consolidated results of operations or consolidated financial condition for any future period or as of any future date. Actual results may differ materially from the assumptions within the accompanying selected unaudited pro forma condensed combined financial information. The following selected unaudited pro forma condensed combined financial data should be read in conjunction with the section entitled “Unaudited Pro Forma Condensed Combined Financial Data” and related notes included in this joint consent solicitation statement/prospectus.


	Six Months Ended June 30, 2018		Year Ended December 31, 2017
	(in millions, except share and per share amounts)		(in millions, except share and per share amounts)
Pro Forma Condensed Combined Statement of Operations Data
Total revenues	$	36,906	$	72,837
Operating income		4,027		8,056
Net income		1,528		11,683
Earnings per share
Basic	$	1.21	$	9.35
Diluted	$	1.20	$	9.03
Weighted-average shares outstanding
Basic		1,269,708,909		1,250,138,296
Diluted		1,284,320,274		1,295,542,049


	As of June 30, 2018
	(in millions)
Pro Forma Condensed Combined Balance Sheet Data
Cash and cash equivalents	$	10,534
Total assets		160,595
Debt		75,937
Total stockholders’ equity		52,098

COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE FINANCIAL DATA

The following table sets forth selected historical per share information ofT-Mobile and Sprint and unaudited pro forma combined per share information after giving effect to the merger transactions and the other transactions contemplated by the business combination agreement. The pro forma per share information gives effect to the merger transactions as if they had been completed on January 1, 2017, in the case of diluted net income per share data, and June 30, 2018, in the case of book value per share data. The pro forma per share financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or consolidated financial condition would have been had the merger actually occurred on the dates indicated, nor do they purport to project the future consolidated results of operations or consolidated financial condition for any future period or as of any future date. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma per share financial information. The following historical and unaudited pro forma per share financial data should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2017 ofT-Mobile, the audited financial statements as of and for the year ended March 31, 2018 of Sprint, and the section entitled “Unaudited Pro Forma Condensed Combined Financial Data” and related notes included in this joint consent solicitation statement/prospectus.


	Six Months Ended June 30, 2018		Year Ended December 31, 2017
T-Mobile Historical Data
Basic net income per share	$	1.71	$	5.39
Diluted net income per share	$	1.69	$	5.20
Book value per share	$	27.61	$	26.25
Sprint Historical Data
Basic net income per share	$	0.06	$	1.85
Diluted net income per share	$	0.06	$	1.81
Book value per share	$	6.95	$	6.58
Combined Company Unaudited Pro Forma Data
Basic net income per share	$	1.21	$	9.35
Diluted net income per share	$	1.20	$	9.03
Book value per share	$	41.17	$	40.22
Sprint Unaudited Pro Forma Equivalent Data⁽¹⁾
Basic net income per share	$	0.12	$	0.96
Diluted net income per share	$	0.12	$	0.93
Book value per share	$	4.22	$	4.13

(1)	The Sprint unaudited pro forma equivalent data was calculated by multiplying the combined company unaudited pro forma data by the exchange ratio of 0.10256.

INFORMATION ABOUT THE COMPANIES

T-Mobile

T-Mobile US,Inc.

12920 SE 38th Street

Bellevue, Washington 98006-1350

Phone: (425)378-4000

T-Mobile is a Delaware corporation formed in 2013 through the combination ofT-Mobile USA and MetroPCS.T-Mobile USA was a Delaware corporation formed in 1994 as VoiceStream Wireless PCS, a subsidiary of Western Wireless Corporation that was spun off in 1999, acquired by Deutsche Telekom in 2001 and renamedT-Mobile USA in 2002.T-Mobile is redefining the way consumers and businesses buy wireless services through leading product and service innovation.T-Mobile introduced itsUn-carrier strategy in 2013 and has since announced 14 signature initiatives that have disrupted the wireless communication services industry by ending annual service contracts, overages, unpredictable international roaming fees, data buckets and more.T-Mobile’s advanced nationwide 4G LTE network provides wireless services to 74.0 million customers as of March 31, 2018.T-Mobile provides service, devices and accessories across its flagship brands,T-Mobile and MetroPCS, and through its owned and operated retail stores, third-party distributors and websites.

Merger Company

Huron Merger Sub LLC

c/oT-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006-1350

Phone: (425)378-4000

Merger Sub

Superior Merger Sub Corporation

c/oT-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006-1350

Phone: (425)378-4000

Sprint

Sprint Corporation

6200 Sprint Parkway

Overland Park, Kansas 66251

Phone: (877) 564-3166

Sprint, originally named Starburst II, was incorporated in 2012 under the laws of Delaware and is a holding company with operations conducted by its subsidiaries. In 2013, SoftBank and certain of its wholly owned subsidiaries completed the SoftBank-Sprint merger. As a result of the SoftBank-Sprint merger, Sprint became the parent company of Sprint Nextel Corporation, which was renamed Sprint Communications. Sprint is a communications company that offers a comprehensive range of wireless and wireline communications products and services designed to meet the needs of not only individual consumers, but also businesses, government subscribers, and resellers. Its services are provided through its ownership of extensive wireless networks, anall-digital global wireline network and a Tier 1 internet backbone. Sprint offers wireless and wireline services to subscribers in all 50 states, Puerto Rico and the United States Virgin Islands under the Sprint corporate brand, which includes its retail brands of Sprint^®, Boost Mobile^®, Virgin Mobile^® and Assurance Wireless^® on Sprint’s wireless networks utilizing various technologies including 3G CDMA and 4G LTE. Sprint is headquartered in Overland Park, Kansas.

Starburst

Starburst I, Inc.

One Circle Star Way

San Carlos, CA 94070

Phone: (650)562-8100

Galaxy

Galaxy Investment Holdings, Inc.

One Circle Star Way

San Carlos, CA 94070

Phone: (650)562-8100

Deutsche Telekom

Deutsche Telekom AG

Friedrich-Ebert-Allee 140

53113 Bonn, Germany

Phone:+49-228-181-0

and services for consumers, and information and communication technology solutions for business and corporate customers. Deutsche Telekom is headquartered in Bonn, Germany, with a presence in more than 50 countries, including Germany and the United States.

Deutsche Telekom Holding

Deutsche Telekom Holding B.V.

Stationsplein 8K, 6221 BT

Maastricht, The Netherlands

Phone: +31 437999032

SoftBank

SoftBank Group Corp.

1-9-1, Higashi-ShimbashiMinato-ku

Tokyo105-7303 Japan

+81-3-6889-2000

SOLICITATION OFT-MOBILE WRITTEN CONSENTS

Consents

TheT-Mobile board of directors is providing these consent solicitation materials to the stockholders ofT-Mobile.T-Mobile stockholders are being asked to approve each of theT-Mobile charter amendment, including threesub-proposals to (1) approve an increase in the number of authorized shares ofT-Mobile common stock from one billion to two billion, (2) amend the director designation rights of Deutsche Telekom and add director designation rights of SoftBank and (3) add approval rights of SoftBank, in each case, including other amendments incidental or related to the foregoing, and theT-Mobile share issuance by executing and delivering the written consent furnished with this joint consent solicitation statement/prospectus.

Shares Entitled to Consent and Consent Required

OnlyT-Mobile stockholders of record at the close of business on October 1, 2018 (which we refer to as the“T-Mobile record date”) will be notified of and be entitled to execute and deliver a written consent. As of theT-Mobile record date, only shares ofT-Mobile common stock are eligible to consent with respect to theT-Mobile proposals. Under theT-Mobile certificate of incorporation and the DGCL, each holder ofT-Mobile common stock is entitled to one vote for each share ofT-Mobile common stock held as of theT-Mobile record date.

Approval of each of theT-Mobile proposals, including each of thesub-proposals included in the proposal to approve theT-Mobile charter amendment, requires the execution and delivery toT-Mobile of one or more written consents by the holders of a majority of the outstanding shares ofT-Mobile common stock entitled to vote thereon. By approving each of thesub-proposals included in the proposal to approve theT-Mobile charter amendment,T-Mobile stockholders will be approving theT-Mobile charter amendment in its entirety. As of theT-Mobile record date, there were 848,381,358 shares ofT-Mobile common stock outstanding and entitled to consent with respect to theT-Mobile proposals, and directors and executive officers ofT-Mobile and their affiliates owned and were entitled to consent with respect to 2,851,511 shares ofT-Mobile common stock (excluding shares owned by Deutsche Telekom), representing approximately 0.34% of the shares ofT-Mobile common stock outstanding on that date.T-Mobile currently expects that its directors and executive officers will deliver written consents in favor of theT-Mobile proposal, although none of them has entered into any agreements obligating him or her to do so.

Subsequent to the execution of the business combination agreement, Deutsche Telekom and Deutsche Telekom Holding entered into the Deutsche Telekom support agreement under which they agreed, promptly (and in any event within two business days) following their receipt of this joint consent solicitation statement/prospectus, to execute and deliver a written consent with respect to all of the outstanding shares ofT-Mobile common stock held by Deutsche Telekom Holding, representing approximately 63.5% of the outstanding shares ofT-Mobile common stock as of theT-Mobile record date, approving theT-Mobile proposals. The delivery of the Deutsche Telekom written consent by Deutsche Telekom Holding will constitute receipt byT-Mobile of theT-Mobile stockholder approval. Therefore,T-Mobile expects to receive a number of consents sufficient to constitute theT-Mobile stockholder approval. For additional information, see “Support Agreements—Deutsche Telekom Support Agreement.”

Submission of Consents

If you hold shares ofT-Mobile common stock at the close of business on theT-Mobile record date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly

return it toT-Mobile. Once you have completed, dated and signed the written consent, you may deliver it toT-Mobile by emailing a .pdf copy of your written consent toinvestor.relations@t-mobile.com, or by mailing your written consent toT-Mobile US, Inc., Corporate Secretary, 12920 SE 38th Street, Bellevue, Washington 98006.

The delivery of the Deutsche Telekom written consent will constitute receipt byT-Mobile of theT-Mobile stockholder approval, and a failure of any otherT-Mobile stockholder to deliver a written consent is not expected to have any effect on the approval of theT-Mobile proposals.

Executing Consents; Revocation of Consents

You may execute a written consent to approve theT-Mobile proposals (which is equivalent to a vote FOR theT-Mobile proposals) or disapprove, or abstain from consenting with respect to, theT-Mobile proposals (which is equivalent to a vote AGAINST theT-Mobile proposals). If you do not return your written consent, it will have the same effect as a vote against theT-Mobile proposals. If you are aT-Mobile stockholder at the close of business on theT-Mobile record date and you return a signed written consent without indicating your decision on theT-Mobile proposals, you will have given your consent to approve theT-Mobile proposals.

Your consent to theT-Mobile proposals may be changed or revoked at any time before theT-Mobile consent deadline; however, such change or revocation is not expected to have any effect, as the delivery of the Deutsche Telekom written consent will constitute receipt byT-Mobile of theT-Mobile stockholder approval. If you wish to change or revoke a previously given consent before theT-Mobile consent deadline, you may do so by delivering a notice of revocation to the corporate secretary ofT-Mobile or by delivering a new written consent with a later date.

Solicitation of Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne 50% byT-Mobile and 50% by Sprint. Officers and employees ofT-Mobile may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.

Recommendation of theT-Mobile Board of Directors

TheT-Mobile board of directors recommends thatT-Mobile stockholders approve theT-Mobile charter amendment, including each of the relatedsub-proposals, and theT-Mobile share issuance by executing and delivering the written consent furnished with this joint consent solicitation statement/prospectus. See “The MergerTransactions—T-Mobile’s Reasons for the Merger and Recommendation of theT-Mobile Board of Directors.”

SOLICITATION OF SPRINT WRITTEN CONSENTS

Consents

The Sprint board of directors is providing these consent solicitation materials to the stockholders of Sprint. Sprint stockholders are being asked to approve each of the adoption of the business combination agreement and, on a nonbinding, advisory basis, the Sprint advisoryT-Mobile charter amendment proposal, including threesub-proposals to (1) approve an increase in the number of authorized shares ofT-Mobile common stock from one billion to two billion, (2) amend the director designation rights of Deutsche Telekom and add director designation rights of SoftBank and (3) add approval rights of SoftBank, in each case, including other amendments incidental or related to the foregoing (which we refer to as the “Sprint proposals”), by executing and delivering the written consent furnished with this joint consent solicitation statement/prospectus.

Shares Entitled to Consent and Consent Required

Only Sprint stockholders of record at the close of business on October 1, 2018 (which we refer to as the “Sprint record date”) will be notified of and be entitled to execute and deliver a written consent. As of the Sprint record date, only shares of Sprint common stock are eligible to consent with respect to the Sprint proposals. Under the Sprint certificate of incorporation and the DGCL, each holder of Sprint common stock is entitled to one vote for each share of Sprint common stock held as of the Sprint record date.

Approval of each of the Sprint proposals, including each of the relatedsub-proposals included in the Sprint advisoryT-Mobile charter amendment proposal, requires the execution and delivery to Sprint of one or more written consents by the holders of a majority of the outstanding shares of Sprint common stock entitled to vote thereon. As of the Sprint record date, there were 4,077,202,570 shares of Sprint common stock outstanding and entitled to consent with respect to the Sprint proposals, and directors and executive officers of Sprint and their affiliates owned and were entitled to consent with respect to 10,074,674 shares of Sprint common stock (excluding shares owned by SoftBank), representing approximately 0.25% of the shares of Sprint common stock outstanding on that date. Sprint currently expects that its directors and executive officers will deliver written consents in favor of the Sprint proposals, although none of them has entered into any agreements obligating him or her to do so.

Submission of Consents

If you hold shares of Sprint common stock as of the Sprint record date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Sprint. Once you have completed, dated and signed the written consent, you may deliver it to Sprint by emailing a .pdf copy of your written consent to shareholder.relations@sprint.com, or by mailing your written consent to Corporate Secretary, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B679, Overland Park, KS 66251.

The delivery of the SoftBank written consent will constitute receipt by Sprint of the Sprint stockholder approval, and a failure of any other Sprint stockholder to deliver a written consent is not expected to have any effect on the approval of the Sprint proposals.

Executing Consents; Revocation of Consents

You may execute a written consent to approve the Sprint proposals (which is equivalent to a vote FOR the Sprint proposals) or disapprove, or abstain from consenting with respect to, the Sprint proposals (which is equivalent to a vote AGAINST the Sprint proposals). If you do not return your written consent, it will have the same effect as a vote against the Sprint proposals. If you are a record holder at the close of business on the Sprint record date and you return a signed written consent without indicating your decision on the Sprint proposals, you will have given your consent to approve the Sprint proposals.

Your consent to the Sprint proposals may be changed or revoked at any time before the Sprint consent deadline; however, such change or revocation is not expected to have any effect, as the delivery of the SoftBank written consent will constitute receipt by Sprint of the Sprint stockholder approval. If you wish to change or revoke a previously given consent before the Sprint consent deadline, you may do so by delivering a notice of revocation to the corporate secretary of Sprint or by delivering a new written consent with a later date.

Solicitation of Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne 50% by Sprint and 50% byT-Mobile. Officers and employees of Sprint may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.

Recommendation of the Sprint Board of Directors

The Sprint board of directors recommends that Sprint stockholders approve the adoption of the business combination agreement and, on a nonbinding, advisory basis, the Sprint advisoryT-Mobile charter amendment proposal, including each of the relatedsub-proposals, by executing and delivering the written consent furnished with this joint consent solicitation statement/prospectus. See “The Merger Transactions—Sprint’s Reasons for the Merger and Recommendation of the Sprint Board of Directors.”

THE MERGER TRANSACTIONS

This discussion of the merger transactions is qualified in its entirety by reference to the business combination agreement, which is attached to this joint consent solicitation statement/prospectus as Annex A and is incorporated by reference into this joint consent solicitation statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger transactions that is important to you. You should read the business combination agreement carefully and in its entirety as it is the legal document that governs the merger transactions. This section is not intended to provide you with any factual information aboutT-Mobile or Sprint. Such information can be found elsewhere in this joint consent solicitation statement/prospectus and in the public filingsT-Mobile and Sprint make with the SEC that are incorporated by reference into this joint consent solicitation statement/prospectus, as described in “Where You Can Find More Information.”

The Merger Transactions

Pursuant to the business combination agreement, if certain conditions are met, each SoftBank US HoldCo will merge with and into Merger Company (which we refer to, collectively, as the “HoldCo mergers”), with Merger Company continuing as the surviving entity (which we sometimes refer to as the “SoftBank surviving entity”) and as a wholly owned subsidiary ofT-Mobile. The business combination agreement provides for the HoldCo mergers because SoftBank desired to simplify and consolidate its ownership of what, following the closing of the merger transactions, will be a minority investment in the combined company by eliminating the two existing SoftBank US HoldCos in order to facilitate streamlined corporate governance, reduced operating costs and increased overall efficiency that will result from these entities being removed from the ownership chain and eliminating the requirements that their corporate boards and officers meet and take actions with respect to the ownership of the combined company shares. In order to achieve these objectives without triggering substantial taxable income in Japan, it was necessary to structure the elimination of the two U.S. HoldCos using forward mergers, which is the structure of the Holdco mergers.

Irrespective of whether the HoldCo mergers occur, subject to the satisfaction or waiver of the conditions in the business combination agreement, Merger Sub will merge with and into Sprint (which we refer to as the “merger”), with Sprint continuing as the surviving corporation (which we sometimes refer to as the “surviving corporation”) and as a wholly owned indirect subsidiary ofT-Mobile. Following the merger transactions, the Sprint common stock will be delisted from the New York Stock Exchange (which we refer to as the “NYSE”) and deregistered under the Exchange Act and cease to be publicly traded.

Consideration to Sprint Stockholders

Sprint Common Stock

SoftBank and its affiliates will receive the same amount ofT-Mobile common stock per share of Sprint common stock in the merger transactions as all other Sprint stockholders.

Sprint Warrants

Treatment of Sprint Equity-Based Awards

Sprint common stock immediately prior to the effective time) under the applicable plan and award agreement in effect immediately prior to the effective time, in respect of a number of shares ofT-Mobile common stock equal to the product (rounded up to the nearest whole share) of (a) the number of shares of Sprint common stock subject to such restricted stock unit as of immediately prior to the effective time, multiplied by (b) 0.10256. Any accrued but unpaid dividend equivalents with respect to any award of performance-based restricted stock units in respect of shares of Sprint common stock will be assumed and become an obligation with respect to the applicable award of restricted stock units in respect of shares ofT-Mobile common stock. The number of shares of Sprint common stock subject to each award of performance-based restricted stock units outstanding as of immediately prior to the effective time will be based on the assumed level of performance equal to (x) in the case of a “turnaround incentive award” issued in respect of Sprint common stock, the greatest of (1) the volume-weighted average price of Sprint common stock over any150-calendar day period as specified in the applicable award agreement as of the effective time, (2) the volume-weighted average price of Sprint common stock over the five consecutive trading day period ending with the second complete trading day prior to the effective time, and (3) the volume-weighted average price of Sprint common stock equal to 100% of the target award; and (y) in the case of an award of performance-based restricted stock units issued in respect of shares of Sprint common stock that is not a “turnaround incentive award,” in respect of outstanding performance periods as of the effective time, the target number of shares of Sprint common stock underlying such award of performance-based restricted stock units, and in respect of completed performance periods as of the effective time, the actual number of shares of Sprint common stock underlying such award of performance-based restricted stock units.

Cash will be payable in lieu of any fractional share ofT-Mobile common stock resulting from application of the 0.10256 equity award adjustment ratio.

Background of the Merger Transactions

The management and board of directors of each ofT-Mobile and Sprint, together with representatives of their majority stockholders—Deutsche Telekom and SoftBank, respectively—regularly review the performance, strategy, competitive position, opportunities and prospects of their respective companies in light of the then-current business and economic environments, as well as developments in the industries that provide and use wireless communications and related services, and the opportunities and challenges facing participants in those industries. These reviews have included consideration of, and discussions with other companies from time to time regarding, potential strategic alternatives, including business combinations and other strategic transactions, as well as remaining independent standalone companies.

In connection with those reviews, representatives ofT-Mobile and Deutsche Telekom, on the one hand, and representatives of Sprint and SoftBank, on the other hand, have held discussions from time to time regarding a possible business combination betweenT-Mobile and Sprint. To facilitate such discussions,T-Mobile, Deutsche Telekom, Sprint and SoftBank entered into a nondisclosure agreement in connection with such discussions.

Following the business combination of T-Mobile and MetroPCS, and the acquisition of a majority of the outstanding common stock of Sprint by SoftBank, each of which occurred in mid-2013, representatives ofT-Mobile and Deutsche Telekom, on the one hand, and Sprint and SoftBank, on the other hand, held discussions

regarding a potential business combination transaction beginning in late 2013 and continuing from time to time until mid-2014. These discussions involved a transaction in which Sprint would acquire T-Mobile for consideration consisting of cash and shares of Sprint common stock. However, the parties were unable to reach an agreement on valuation, transaction provisions relating to regulatory and financing risk, governance terms and matters relating to participation in an upcoming FCC spectrum auction, among other transaction provisions, and the parties ceased negotiations regarding a potential business combination transaction in August 2014.

Following the closing of the FCC’s 600 MHz spectrum auction in April 2017, representatives of Sprint, SoftBank, T-Mobile and Deutsche Telekom held discussions from time to time regarding a possible business combination between Sprint andT-Mobile.

In April 2017, the members of the Sprint board of directors who were deemed to be independent and not affiliated with SoftBank (Gordon M. Bethune, Patrick Doyle, Julius Genachowski, Admiral Michael G. Mullen and Sara Martinez Tucker) (whom we refer to as the “independent Sprint directors”) held a meeting at which Sprint internal counsel and Shearman & Sterling LLP (which we refer to as “Shearman & Sterling”), which had been engaged as legal counsel to the independent Sprint directors, were present. The independent Sprint directors discussed a possible business combination transaction between Sprint andT-Mobile. Representatives of Sprint management described the deliberations among Sprint management regarding potential transaction terms and workstreams for such a transaction.

Inmid-May 2017, media stories reported that Sprint andT-Mobile were engaging in discussions regarding a possible business combination.

On May 23, 2017, representatives ofT-Mobile, Deutsche Telekom, Sprint and SoftBank met to discuss a possible transaction. The parties noted that a combination ofT-Mobile and Sprint would be expected to create a company that would be capable of developing a leading 5G platform and other innovation opportunities, and that the transaction would potentially result in significant synergies. At the meeting, representatives ofT-Mobile and Deutsche Telekom proposed that, given the market rumors of a possible transaction and the potential impact of such rumors on each company’s stock price, the parties consider astock-for-stock merger with a fixed exchange ratio reflecting the intrinsic valuations of each of Sprint andT-Mobile. The representatives ofT-Mobile and Deutsche Telekom suggested that such exchange ratio could be a number of shares in the combined company that would imply a discount to Sprint’s then current market price given their belief that the market rumors of a potential transaction withT-Mobile had resulted in a higher trading price for Sprint common stock as compared to its fundamental value. Representatives of Sprint and SoftBank responded that they believed that the exchange ratio should be set such that the Sprint stockholders would receive consideration with a value at least equal to the then current market price. At the time of the meeting, the market prices of the companies’ respective common stock implied an exchange ratio equivalent to approximately 8.18 shares of Sprint common stock for each share ofT-Mobile common stock (or approximately 0.12225 of a share ofT-Mobile common stock for each share of Sprint common stock). Deutsche Telekom also communicated that, as a controlling stockholder ofT-Mobile, its willingness to consent to a merger transaction betweenT-Mobile and Sprint was conditioned on Deutsche Telekom continuing to have governance rights consistent with the rights of a controlling stockholder, including for purposes of consolidating the financial statements of the combined company into the financial statements of Deutsche Telekom, which, in turn, required Deutsche Telekom to retain voting control of at least a majority of the shares of the combined company following the merger. SoftBank indicated that it was willing to consider providing Deutsche Telekom with the right to vote some of its shares in the combined company so that Deutsche Telekom could consolidate the combined company into its financial statements, but SoftBank proposed, among other things, that SoftBank would have substantially equivalent governance rights as Deutsche Telekom in the combined company. The parties discussed their respective views on terms, but did not reach any agreement.

From time to time during the period from May 2017 through September 2017, representatives of SoftBank and Sprint met with representatives of a public company that we refer to as “Company A” and representatives of one of Company A’s largest shareholders (which we refer to as “Shareholder X”) in order to discuss a possible business combination between Sprint and Company A.

In late May 2017, the Sprint board of directors held a regularly scheduled meeting. Representatives from management, SoftBank, Raine, Morrison & Foerster LLP (which we refer to as “Morrison & Foerster”), and McKinsey & Company (which we refer to as “McKinsey”), consultant to Sprint, were in attendance. In connection with the consideration of a possible strategic transaction, including a possible transaction withT-Mobile, Morrison & Foerster and Raine had been retained as legal advisor and financial advisor, respectively, to each of Sprint and SoftBank. Raine had been retained taking into consideration, among other things, Raine’s extensive knowledge of Sprint and its business, operations, and competitive environment and Raine’s breadth of experiences with complex transactions, particularly in the telecommunications sector. Among other business matters, the Sprint board of directors discussed the overall strategy of Sprint, including a potential business combination withT-Mobile and a potential business combination with Company A. The Sprint board of directors was provided with further information on the state of discussions withT-Mobile and Deutsche Telekom and with Company A. Representatives of McKinsey and Raine discussed possible synergies that may be realized in a transaction withT-Mobile and provided a preliminary analysis of a possible business combination with Company A. Representatives from Skadden, Arps, Slate, Meagher & Flom LLP (which we refer to as “Skadden”), regulatoryco-counsel to Sprint, presented a preliminary regulatory analysis for both the possible transaction withT-Mobile and the possible transaction with Company A.

In June 2017, the members of theT-Mobile board of directors who were deemed to be independent and not affiliated with Deutsche Telekom (W. Michael Barnes, Srikant M. Datar, Lawrence H. Guffey, Teresa A. Taylor and Kelvin R. Westbrook) (whom we refer to as the “independentT-Mobile directors”) met with counsel from Latham & Watkins LLP (which we refer to as “Latham & Watkins”) as part of a regular corporate governance update and discussed the fiduciary duties of independent directors in the context of related party transactions, the corporate governance of controlled companies and transactions involving potential conflicts of interest.

In late June 2017, SoftBank, Sprint, Company A and a public company that we refer to as “Company B” entered into a nondisclosure agreement in connection with discussions of a potential strategic transaction. In July 2017, SoftBank and Shareholder X entered into a nondisclosure agreement in connection with discussions of a possible business combination between Sprint and Company A, and Sprint subsequently became a party to such nondisclosure agreement.

In late July 2017, representatives of Sprint, SoftBank, Raine, McKinsey, Company A and Shareholder X met to discuss a possible business combination between Sprint and Company A.

In late July and early August 2017, representatives ofT-Mobile and Deutsche Telekom, on the one hand, and representatives of Sprint and SoftBank, on the other hand,re-engaged in discussions regarding a possible business combination transaction betweenT-Mobile and Sprint. During these discussions, representatives ofT-Mobile and Deutsche Telekom reiterated their view that the exchange ratio should be determined based in part on the intrinsic value of the businesses of each ofT-Mobile and Sprint as opposed to the then current market value, becauseT-Mobile and Deutsche Telekom believed that market rumors regarding possible transactions between Sprint andT-Mobile and other parties continued to cause the trading price of Sprint common stock to exceed its intrinsic value. Representatives of Sprint and SoftBank again responded that any exchange ratio should be based on, or provide Sprint stockholders with a premium compared to, the then current market value of Sprint common stock. At the time of the July 2017 discussions, the market prices of the companies’ respective common stock implied an exchange ratio equivalent to approximately 7.52 shares of Sprint common stock for each share ofT-Mobile common stock (or approximately 0.13298 of a share ofT-Mobile common stock for each share of Sprint common stock). The parties did not reach agreement on the exchange ratio during these discussions, but representatives from the parties agreed to engage in further discussions to determine whether they could align on terms for a transaction and to conduct due diligence. Subsequently, each ofT-Mobile and Sprint made available to representatives of the other party due diligence materials in an electronic data room and the parties held meetings in connection with their due diligence investigations.

In early August 2017, the Sprint board of directors held a regularly scheduled meeting which included representatives from Sprint management, SoftBank, Raine, McKinsey, Morrison & Foerster and Skadden in attendance. Among other business matters, the Sprint board of directors held a broad discussion with Sprint management and Raine regarding recent discussions withT-Mobile and Deutsche Telekom, Company A and Company B.

In August 2017, representatives from Morrison & Foerster and Raine held a telephonic meeting with legal representatives of Shareholder X, during which Morrison & Foerster presented potential transaction structures and governance arrangements for a business combination between Sprint and Company A. On the same day, representatives of Raine and McKinsey were requested to, and did, meet with Shareholder X’s financial advisor to discuss other aspects of a possible business combination.

From time to time during the period from May 2017 to early November 2017,T-Mobile, Deutsche Telekom, Sprint and SoftBank engaged in discussions, negotiations and diligence regarding the terms of a possible business combination transaction. During this period, theT-Mobile board of directors, and a transaction committee of theT-Mobile board of directors (which we refer to as the“T-Mobile transaction committee”), which theT-Mobile board of directors formed to facilitate its evaluation of potential strategic transactions involvingT-Mobile, the members of which were Thomas Dannenfeldt, Lawrence H. Guffey, Thorsten Langheim, John J. Legere and Kelvin R. Westbrook, met telephonically or in person on multiple occasions. During these meetings, theT-Mobile board of directors and theT-Mobile transaction committee received regular updates regarding discussions and planning relating to a possible transaction involvingT-Mobile and Sprint. TheT-Mobile board of directors and theT-Mobile transaction committee also considered possible terms for such a transaction, in addition to industry and market developments and possible strategic alternatives, including remaining a standalone company, and reviewed and evaluated the current regulatory environment and the regulatory approval process for a possible business combination transaction with Sprint, other risks related to deal certainty, projected transaction synergies, the proposed financing for the transaction and due diligence matters. In addition, during this period, Wachtell, Lipton, Rosen & Katz (which we refer to as “Wachtell Lipton”) and Goldman Sachs assistedT-Mobile and Deutsche Telekom in connection with their review and evaluation of a possible transaction, and in August 2017, theT-Mobile board of directors approved the engagement of Goldman Sachs and Wachtell Lipton to serve as joint financial advisor and joint legal counsel, respectively, toT-Mobile and Deutsche Telekom. In addition, in connection with their evaluation of a possible transaction with Sprint, from June through early August 2017, PJT Partners assisted the independentT-Mobile directors, and in August 2017, theT-Mobile board of directors approved the engagement of PJT Partners as financial advisor toT-Mobile. The T-Mobile board of directors determined that it would be advisable to engage each of Goldman Sachs and PJT Partners in order to benefit from the advice and fairness opinions of two independent financial advisors, including one financial advisor to T-Mobile and Deutsche Telekom and one that would serve as a financial advisor only to T-Mobile. In connection with the engagement of PJT Partners and Goldman Sachs, theT-Mobile board of directors reviewed disclosures of certain relationships made by each of PJT Partners and Goldman Sachs, including certain fees received fromT-Mobile, Deutsche Telekom, Sprint and SoftBank and their respective affiliates. During these meetings, theT-Mobile board of directors authorizedT-Mobile’s representatives to continue to engage in discussions with representatives of Sprint to determine whether it would be possible to reach an agreement on acceptable terms.

In August 2017, theT-Mobile board of directors also established theT-Mobile independent committee, which consisted solely of all of the independentT-Mobile directors, each of whom was deemed to be independent and not affiliated with Deutsche Telekom, in light of Deutsche Telekom’s ownership of a majority of theT-Mobile common stock, the potential impact of the possible transaction on existing related party transactions and the potential for additional agreements or arrangements to be entered into betweenT-Mobile or the combined company and Deutsche Telekom in connection with the proposed transaction. TheT-Mobile board of directors resolved thatT-Mobile would not enter into a business combination transaction with Sprint unless theT-Mobile independent committee determined that the transaction was fair to and in the best interests of all ofT-Mobile’s stockholders (including such stockholders other than Deutsche Telekom) and recommended to the

fullT-Mobile board of directors to approve the transaction. In addition, theT-Mobile board of directors authorized theT-Mobile independent committee to review and monitor negotiations related to the transaction, and to review, direct the negotiation of and approve the terms and conditions of any related-party agreements or arrangements proposed to be entered into betweenT-Mobile or the combined company and Deutsche Telekom in connection with or relating to the transaction. In connection with its review and evaluation of a possible transaction with Sprint, in August 2017, theT-Mobile independent committee retained Evercore as its financial advisor and Latham & Watkins and Richards Layton & Finger P.A. (which we refer to as “RLF”), each of which had been assisting and advising the independent T-Mobile directors since June 2017, as legal counsel. During the course of the discussions between the parties in 2017, theT-Mobile independent committee met telephonically or in person on multiple occasions, during which theT-Mobile independent committee consulted with Latham & Watkins and RLF regarding the duties and responsibilities of theT-Mobile independent committee, reviewed and evaluated the terms under discussion between the parties, communicated its views on such terms toT-Mobile’s management team and Deutsche Telekom, and authorized its representatives and advisors andT-Mobile’s management to participate in negotiations with respect to the possible transaction. During these meetings, theT-Mobile independent committee also separately reviewed and evaluated the current regulatory environment and the regulatory approval process, other risks related to deal certainty, projected transaction synergies and the ability of the combined company to realize such synergies, the potential impact of the proposed transaction on existing related party transactions with Deutsche Telekom, the proposed governance and control of the combined company, the proposed financing for the transaction and due diligence matters. In addition, representatives of theT-Mobile independent committee and its advisors regularly participated in discussions with theT-Mobile board of directors, management and Deutsche Telekom with respect to the proposed transaction and the terms thereof.

During the period from May 2017 to September 2017, the Sprint board of directors met, and the independent Sprint directors separately met, on multiple occasions. During these meetings, the Sprint board of directors and the independent Sprint directors received regular updates from representatives of Sprint management, SoftBank and Sprint’s outside advisors (including the outside advisors to the independent Sprint directors) regarding their discussions with Deutsche Telekom andT-Mobile, as well as Company A and Company B, and discussed possible transactions withT-Mobile, Company A and Company B. The Sprint board of directors and the independent Sprint directors, both separately and together with the Sprint board of directors, considered possible terms for such transactions, overall strategy matters, regulatory and other legal matters, financial analyses of the possible transactions, and other matters related to the possible transactions.

In late September 2017, at the direction of Sprint and SoftBank, representatives from Raine and McKinsey met with representatives from Company A to discuss a possible business combination between Sprint and Company A. No agreement on a business combination was reached at this meeting, and there were no subsequent discussions between Sprint and Company A regarding a possible business combination.

Also in September 2017, the Sprint board of directors established the Sprint independent committee, which consisted solely of all of the independent Sprint directors, each of whom was deemed to be independent and not affiliated with SoftBank, in light of SoftBank’s ownership of a majority of the outstanding Sprint common stock and the potential for related party transactions between Sprint and SoftBank in connection with the proposed transaction. The Sprint board of directors resolved that the Sprint board would not approve a business combination transaction withT-Mobile unless the Sprint independent committee recommended a business combination transaction withT-Mobile. In addition, the Sprint board of directors authorized the Sprint independent committee to review and participate in negotiations related to the transaction and to determine whether any possible transaction was advisable, fair to, and in the best interests of Sprint and the Sprint stockholders, other than SoftBank and certain of its affiliates (which we refer to as the “Sprint minority stockholders”). The Sprint independent committee was also empowered to reject any and all potential transactions if it determined any such potential transaction was not fair to or otherwise not in the best interests of Sprint and the Sprint minority stockholders. In connection with its review and evaluation of possible transactions withT-Mobile and other parties, the Sprint independent committee retained Centerview to act as its financial advisor. During the course of the discussions between the parties from September 2017 through early November

2017, the Sprint independent committee met on multiple occasions, during which the Sprint independent committee reviewed and evaluated the terms under discussion between the parties, as well as the current regulatory environment and the regulatory approval process, other risks related to deal certainty and diligence matters. In addition, representatives of the Sprint independent committee and its advisors regularly participated in discussions with the Sprint board of directors, representatives of Sprint management, SoftBank and their advisors with respect to the proposed transaction and the terms thereof. The Sprint board of directors also met on multiple occasions during this period to discuss the potential transactions.

On September 26, 2017, representatives ofT-Mobile, Deutsche Telekom, Sprint and SoftBank and the respective legal and financial advisors of each held a meeting to discuss various matters in connection with a possible business combination betweenT-Mobile and Sprint, including matters related to timing of a transaction, transaction structure, what exchange ratio should be used in a possible transaction, due diligence, the regulatory environment, communications, tax matters, employee retention and transaction documentation.

On November 1, 2017, following extensive discussions and negotiations between the parties, at the direction of theT-Mobile board of directors, representatives ofT-Mobile and Deutsche Telekom sent a proposal to Sprint and SoftBank to seek to determine whether it would be possible to reach agreement on the principal terms for astock-for-stock business combination ofT-Mobile and Sprint, which remained subject to the approval of theT-Mobile independent committee and theT-Mobile board of directors.T-Mobile and Deutsche Telekom believed that the terms of the proposal would provide Sprint stockholders with a premium relative to the intrinsic value of Sprint. The proposal also set forth governance terms, including board composition and the initial chief executive officer of the combined company, terms of a proposed amended and restated stockholders’ agreement and voting and proxy agreement. In addition, the proposal contemplated thatT-Mobile and Sprint would enter into a roaming agreement pursuant to whichT-Mobile would provide Sprint with access to roaming LTE data services onT-Mobile’s network concurrently with entering into a definitive agreement providing for the business combination transaction.

The following day, representatives of Sprint and SoftBank sent a revised proposal that included a revised exchange ratio and revisions to certain of the governance proposals, capital structure terms and other terms outlined byT-Mobile and Deutsche Telekom that were more favorable to Sprint and SoftBank.

The parties discussed the transaction terms reflected in these proposals, but ultimately were unable to reach agreement, including with respect to the exchange ratio, certain governance matters and financing for the proposed transaction. As a result, the parties mutually determined to cease discussions at that time. On November 4, 2017,T-Mobile and Sprint issued a joint press release announcing that they had ended merger discussions at that time.

Later in November 2017, representatives ofT-Mobile, Deutsche Telekom, Sprint and SoftBank communicated as to the reasons discussions regarding a possible business combination betweenT-Mobile and Sprint had broken off, and whether it would be productive tore-engage in such discussions, but no further discussions ensued at that time.

During the period from November 2017 to February 2018, representatives of Sprint and Raine (acting at the direction of Sprint), on the one hand, and representatives of a public company that we refer to as “Company C”, on the other hand, met from time to time to discuss a possible business combination between Sprint and Company C, and in December 2017, Sprint and Company C entered into a nondisclosure agreement in connection with these discussions.

In late January and early February 2018, representatives of Sprint and SoftBank and representatives ofT-Mobile and Deutsche Telekom again discussed the possibility ofre-engaging in discussions regarding a possible business combination between Sprint andT-Mobile.

On January 30 and 31, 2018, the Sprint board of directors held a regularly scheduled meeting, which included representatives of Sprint management. Representatives of Sprint management discussed with the Sprint board of directors the potential reopening of discussions withT-Mobile and Deutsche Telekom, Sprint’s long-term outlook and financial projections, general strategic issues, and the regulatory outlook for a business combination withT-Mobile.

On February 15, 2018, representatives of T-Mobile and Deutsche Telekom and advisors to Sprint and SoftBank held a meeting during which they discussed developments since the parties ended their prior discussions in November 2017 and determined to hold an additional meeting, subsequently scheduled for February 23, 2018, to discuss a possible business combination transaction.

On February 23, 2018, representatives ofT-Mobile and Deutsche Telekom met in person with representatives of Sprint and SoftBank to discuss a possible business combination transaction. During the meeting, the parties discussed their respective perspectives on the exchange ratio for astock-for-stock business combination transaction. The representatives ofT-Mobile and Deutsche Telekom initially indicated that they believed that an exchange ratio equivalent to 10.5 shares of Sprint common stock for each share ofT-Mobile common stock (or approximately 0.09524 of a share ofT-Mobile common stock for each share of Sprint common stock) was appropriate. Representatives of Sprint and SoftBank expressed their view that an exchange ratio equivalent to 9 shares of Sprint common stock for each share ofT-Mobile common stock (or approximately 0.11111 of a share ofT-Mobile common stock for each share of Sprint common stock) was appropriate. The willingness of Sprint and SoftBank to engage in discussions involving a lower exchange ratio than had been the basis for the parties’ 2017 discussions was based on a number of factors consistent with those set forth under “The Merger Transactions—Sprint’s Reasons for the Merger and Recommendation of the Sprint Board of Directors”, including the decline in the trading price of Sprint common stock since the parties announced that the merger discussions between T-Mobile and Sprint ended on November 4, 2017 (in addition to the fact that the trading price of T-Mobile common stock had increased during the same period), the unlikelihood of other strategic alternatives available to Sprint that would provide comparable or superior value to Sprint stockholders, based in part on Sprint’s prior discussions with Company A and Company B, the ongoing discussions with Company C and the fact that there were no other serious inquiries regarding a potential strategic transaction with Sprint even after widespread media reports that Sprint was considering a strategic transaction with T-Mobile, and the belief that the prospects of the combined company were more favorable than the standalone prospects of Sprint. The representatives ofT-Mobile and Deutsche Telekom agreed to further examine and discuss the exchange ratio and indicated that they would provide Sprint and SoftBank with a proposal after undertaking such examination and discussion.

On February 25, 2018, representatives of Sprint and representatives of Company C met to discuss a possible business combination between Sprint and Company C. The parties did not reach any agreement with respect to such a transaction.

On March 9, 2018, the Sprint independent committee held a telephonic meeting with representatives of Centerview and Goodwin Procter LLP (which we refer to as “Goodwin”) in attendance. Goodwin had been retained by the Sprint independent committee to act as its legal counsel in connection with the renewed consideration of any potential transaction. The Sprint independent committee discussed with its advisors Sprint’s recent performance, Sprint’s budget and financial forecasts approved by the Sprint board of directors during the fall of 2017 and potential value enhancement alternatives for Sprint, including potential alternatives for enhancing value for Sprint on a standalone basis as well as potential strategic alternatives involving SoftBank and other parties. Goodwin then reviewed with the Sprint independent committee their fiduciary duties and responsibilities in the context of a variety of potential strategic scenarios.

On March 26 and 27, 2018, representatives ofT-Mobile, Deutsche Telekom, Sprint and SoftBank met in person to discuss a possible business combination transaction. During the period between the November 4, 2017 announcement by the parties that they had ended merger discussions and the March 27, 2018 meeting, the price

per share ofT-Mobile common stock had increased by approximately 3%, while the price per share of Sprint common stock had decreased by approximately 26%, in each case based on the last closing prices prior to such dates. At the meeting, representatives ofT-Mobile and Deutsche Telekom indicated that they would be prepared to proceed with negotiations at an exchange ratio equivalent to 10 shares of Sprint common stock for each share ofT-Mobile common stock (or 0.10000 of a share ofT-Mobile common stock for each share of Sprint common stock). Representatives of Sprint and SoftBank indicated that they would not continue discussions withT-Mobile and Deutsche Telekom on that basis. After further discussions, the parties agreed, subject to further due diligence, to engage in further negotiations and planning for astock-for-stock merger on the proposed basis of an exchange ratio equivalent to 9.75 shares of Sprint common stock for each share ofT-Mobile common stock (or 0.10256 of a share ofT-Mobile common stock for each share of Sprint common stock), which implied that approximately 67% of the combined company resulting from a possible transaction would have been held byT-Mobile stockholders and approximately 33% of the combined company would have been held by Sprint stockholders. As previously discussed between the parties, Deutsche Telekom also reiterated that, as the controlling stockholder ofT-Mobile, its willingness to consent to a merger transaction betweenT-Mobile and Sprint was conditioned on Deutsche Telekom continuing to have governance rights consistent with the rights of a controlling stockholder, including for purposes of consolidating the financial statements of the combined company into the financial statements of Deutsche Telekom, which, in turn, required Deutsche Telekom to retain voting control of at least a majority of the shares of the combined company following the merger. The parties therefore continued their discussions on the basis that SoftBank would enter into a voting and proxy agreement pursuant to which it would provide Deutsche Telekom with the right to vote some or all of SoftBank’s shares in the combined company. The parties also reached a preliminary understanding, subject to the review, consideration and approval of theT-Mobile board of directors, theT-Mobile independent committee, the Sprint board of directors and the Sprint independent committee, on certain governance provisions, including that the chief executive officer ofT-Mobile and the chief executive officer of Deutsche Telekom would serve as the initial chief executive officer of the combined company and initial chairman of the board of directors of the combined company, respectively. In addition, the parties discussed the terms of an amended and restated stockholders’ agreement that would generally retain Deutsche Telekom’s rights under the existing stockholder’s agreement betweenT-Mobile and Deutsche Telekom and provide certain approval, information, registration and other rights to SoftBank as a significant stockholder of the combined company, and which would provide Deutsche Telekom with the right to designate nine directors (including two independent directors) and SoftBank with the right to designate four directors (including two independent directors) for the initial combined company board of directors, with one additional director who would be the chief executive officer of the combined company.

Following the March 27, 2018 meeting, representatives ofT-Mobile and Deutsche Telekom contacted members of theT-Mobile board of directors to provide an update regarding the discussions between the parties at the meeting.

On March 29, 2018, on behalf ofT-Mobile and Deutsche Telekom, Wachtell Lipton sent a term sheet setting forth certain proposed key transaction terms to Morrison & Foerster. The proposed terms included an exchange ratio equivalent to 9.75 shares of Sprint common stock for each share ofT-Mobile common stock (or 0.10256 of a share ofT-Mobile common stock for each share of Sprint common stock), as discussed between the parties previously. The term sheet also set forth the proposed terms of a roaming agreement betweenT-Mobile and Sprint to be entered into concurrently with the business combination agreement, as well as governance, capital structure and other proposed terms for the possible transaction.

On March 30, 2018, theT-Mobile independent committee held a telephonic meeting with representatives of Latham & Watkins present at the meeting. At the meeting, theT-Mobile independent committee received an update regarding the renewed discussions between representatives ofT-Mobile and Deutsche Telekom, on the one hand, and Sprint and SoftBank, on the other hand, including the proposed terms under discussion among the parties, as well as market developments since discussions terminated in 2017. The members of theT-Mobile independent committee directed their representatives and advisors to communicate their preliminary views on

such terms to Deutsche Telekom andT-Mobile’s management, and authorized their representatives and advisors to participate in discussions and negotiations with respect to the transaction.

On April 2, 2018, the Sprint independent committee held a telephonic meeting with representatives of Sprint management in attendance. The representatives of Sprint management provided an update of ongoing due diligence, discussions and negotiations withT-Mobile and Deutsche Telekom. The Sprint independent committee asked questions of, and had a detailed discussion with, representatives of Sprint management on these and other matters in connection with the potential transaction, including regulatory and process matters.

On April 2 and 3, 2018, representatives ofT-Mobile and Sprint heldin-person meetings to conduct due diligence and engage in discussions regarding, among other topics, a preliminary proposed business plan, network plan and capital structure for the combined company, due diligence matters, regulatory planning and a roaming agreement proposed to be entered into in connection with the possible transaction. Subsequently, while the parties continued to engage in planning for the combined company and in negotiations regarding open transaction terms, each ofT-Mobile and Sprint made available to representatives of the other party due diligence materials in an electronic data room.

On April 3, 2018, Wachtell Lipton sent a draft business combination agreement and other draft agreements to Morrison & Foerster.

On April 4, 2018, the Sprint independent committee held a telephonic meeting, with representatives of Sprint management, Raine, Morrison & Foerster, Centerview and Goodwin in attendance. Representatives from Sprint management presented an overview of financial forecasts for Sprint, which were subsequently submitted to the Sprint board of directors for approval on April 8, 2018. Representatives from Sprint management also updated the Sprint independent committee on recent discussions between representatives of Sprint management and representatives ofT-Mobile management. The Sprint independent committee then engaged in a detailed discussion with representatives of Sprint management on several matters, including further clarification on the financial forecasts for Sprint, ramifications of any public leak of the potential transaction, potential synergies and job impacts and various regulatory matters. The roaming agreement, which would continue to provide benefits to Sprint if the proposed transaction did not occur and mitigate Sprint’s potentially foregone development opportunities, was also discussed. The Sprint independent committee met separately with Goodwin and Centerview and discussed topics to be covered at future meetings.

On April 5, 2018, theT-Mobile board of directors held a telephonic meeting with representatives ofT-Mobile management, Wachtell Lipton and Latham & Watkins in attendance. At the meeting, theT-Mobile board of directors received an update regarding the renewed discussions between representatives ofT-Mobile and Deutsche Telekom, on the one hand, and Sprint and SoftBank, on the other hand, as well as recent market developments, and reviewed and considered the proposed transaction terms under discussion between the parties and preliminary due diligence findings and regulatory, capital structure and other transaction planning. Members ofT-Mobile management reviewed with theT-Mobile board of directors the strategic rationale for the transaction, including the opportunity for the combined company to develop a leading 5G platform. In addition, members of theT-Mobile independent committee provided certain of their preliminary views regarding a possible transaction and the proposed terms. At the meeting, theT-Mobile board of directors determined thatT-Mobile should continue discussions and negotiations regarding a possible business combination with Sprint on the basis of the terms discussed between the parties.

In addition, on April 5, 2018, theT-Mobile independent committee held a telephonic meeting with representatives of Latham & Watkins, RLF and Evercore present. At the meeting, theT-Mobile independent committee reviewed the duties and responsibilities of, and the independence of members of, theT-Mobile independent committee, received an update from Latham & Watkins regarding developments in the discussions between the parties and the proposed terms set forth in the most recent draft transaction documents, and discussed preliminary due diligence findings. In addition, representatives of Evercore reviewed its preliminary

financial analyses relating to the proposed transaction, including an analysis of potential synergies, and also discussed recent market developments. At the meeting, theT-Mobile independent committee directed its representatives and advisors to continue to participate in negotiations related to the terms of the business combination agreement and agreements betweenT-Mobile and Deutsche Telekom in connection with the transaction, including the amended and restated stockholders’ agreement, the trademark license pursuant to whichT-Mobile licensed the right to use theT-Mobile trademark from Deutsche Telekom and the treatment of outstanding debt owed byT-Mobile to Deutsche Telekom. TheT-Mobile independent committee also authorized its representatives and advisors to continue to discuss its views withT-Mobile’s management, theT-Mobile board of directors and Deutsche Telekom.

Later on April 5, 2018, Morrison & Foerster sent a revised term sheet to Wachtell Lipton, which proposed revised transaction terms reflecting the positions of Sprint and SoftBank, including terms relating to covenants, closing conditions and expense sharing relating to financing for the transaction, communications byT-Mobile and Sprint with their business counterparties in connection with a transaction and interim operating covenants to whichT-Mobile and Sprint would be subject prior to the closing of a transaction.

On April 8, 2018, the Sprint board of directors held a telephonic meeting with representatives of Sprint management, Raine, Morrison & Foerster, Centerview and Goodwin. During the meeting, the Sprint board of directors received an update on the business combination transaction from Sprint management, Raine and Morrison & Foerster. Representatives of Sprint management presented to the Sprint board of directors a proposed budget for the fiscal year ending March 31, 2019 as well as financial forecasts for Sprint, which were prepared by Sprint management. Following a detailed discussion, the Sprint board of directors approved the proposed budget for the fiscal year ending March 31, 2019 and the financial forecasts for Sprint presented by representatives of Sprint management. Representatives of Sprint management also presented to the Sprint board of directors an adjusted set of financial forecasts. The adjusted financial forecasts were initially developed by Sprint management and discussed with the Sprint board of directors beginning in January of 2018, and were developed in order to take into account certain Sprint-specific and overall industry challenges. The adjusted Sprint forecasts were further refined by Sprint management before they were presented to the Sprint board of directors and its financial advisors at the April 8 meeting.

On April 9 and 10, 2018, representatives ofT-Mobile, Deutsche Telekom and Wachtell Lipton, and representatives of Sprint, SoftBank and Morrison & Foerster, discussed the open transaction terms, and on April 10, 2018, Morrison & Foerster sent revised drafts of the business combination agreement and other draft agreements reflecting the position of Sprint and SoftBank to Wachtell Lipton. During the course of these and subsequent discussions, representatives of Deutsche Telekom and management ofT-Mobile also discussed the open transaction terms with the members of theT-Mobile independent committee and Latham & Watkins, and Latham & Watkins provided revisions to the draft transaction documents reflecting the positions of theT-Mobile independent committee to Wachtell Lipton.

In addition, on April 10, 2018, media reports indicated thatT-Mobile and Sprint werere-engaging in discussions regarding a possible business combination transaction.

On April 11, 2018, theT-Mobile independent committee held a telephonic meeting with representatives of Latham & Watkins, RLF and Evercore present, during which it received an update on discussions and negotiations regarding a transaction with Sprint, due diligence findings and regulatory planning in connection with the transaction. In addition, representatives of Evercore reviewed its further preliminary financial analyses relating to the proposed transaction with theT-Mobile independent committee, including an analysis of potential synergies. TheT-Mobile independent committee also reviewed with its advisors the proposed financing for the transaction, the proposed capital structure for the combined company and the proposed governance terms for the combined company.

On April 12, 2018, theT-Mobile board of directors held a telephonic meeting with representatives ofT-Mobile management, Wachtell Lipton and Latham & Watkins present, during which it received an update on

recent market developments and the discussions between the parties regarding a business combination transaction, including proposed transaction terms. TheT-Mobile board of directors also reviewed and considered the combined company capital structure and financing process, proposed combined company business and network plans, due diligence findings and regulatory planning in connection with the transaction. In addition, members of theT-Mobile independent committee provided an update regarding their deliberations and negotiations related to the proposed transaction. Following the meeting, representatives of theT-Mobile independent committee and its advisors coordinated with Wachtell Lipton to provide further comments on the proposed transaction terms.

Also on April 12, 2018, the Sprint independent committee held a telephonic meeting, with representatives of Sprint management, Morrison & Foerster, Goodwin and Centerview in attendance for all or part of the meeting. Representatives of Sprint management provided an update on discussions withT-Mobile and Deutsche Telekom. Representatives of Sprint management also presented an overview of a proposed communications plan regarding the potential transaction. After the presentations by representatives of Sprint management, the representatives of Sprint management and Morrison & Foerster left the meeting. Goodwin then presented to the Sprint independent committee an overview of the Sprint independent committee’s fiduciary duties and responsibilities in connection with the potential transaction withT-Mobile. Goodwin then presented the key terms of the potential transaction, highlighting the key transaction terms related only to SoftBank, including, among other things, the treatment of current related-party agreements between Sprint and SoftBank, board and committee designation rights at the combined company, veto rights for certain actions, a matching right for a sale of the combined company, a right to acquire stock of the combined company and a right of first refusal for sales of combined company common stock by Deutsche Telekom. The members of the Sprint independent committee had a detailed discussion on these topics.

On April 13, 2018, the Sprint independent committee held a telephonic meeting with representatives of Goodwin and Centerview in attendance. At the meeting, Centerview presented to the Sprint independent committee its preliminary standalone financial analysis of Sprint based on Sprint’s budget and financial forecasts approved by the Sprint board of directors on April 8, 2018 and Sprint management’s adjusted financial forecasts also presented at the April 8th meeting. Centerview also reviewed Sprint’s historical performance and provided an illustrative analysis of the present value of Sprint’s stock price under a number of scenarios. Throughout the meeting, the members of the Sprint independent committee discussed potential risks that could impact Sprint’s actual performance versus the financial forecasts.

On April 13, 2018, representatives ofT-Mobile and Deutsche Telekom began negotiating the terms of a commitment letter with certain financial institutions, pursuant to which such financial institutions would commit to provide debt financing toT-Mobile in connection with the transaction, the proceeds of which would be used to refinance certain existing debt ofT-Mobile, Sprint and their respective subsidiaries and for working capital needs of the combined company.

On April 15, 2018, Wachtell Lipton sent a revised version of the term sheet to Morrison & Foerster, and the next day, Wachtell Lipton and Morrison & Foerster discussed the open transaction terms.

On April 16, 2018, representatives of theT-Mobile independent committee, including Latham & Watkins andT-Mobile management, participated in discussions and negotiations with representatives of Deutsche Telekom on various transaction terms, including governance of the combined company, the trademark license and the treatment of outstanding debt owed byT-Mobile to Deutsche Telekom in connection with the transaction. In addition, on April 16, 2018, members of theT-Mobile board of directors held a telephonic meeting to review additional financing matters related to the transaction withT-Mobile management and representatives of Deutsche Telekom, Wachtell Lipton, Latham & Watkins and PJT Partners.

On April 17, 2018, theT-Mobile independent committee held a telephonic meeting with representatives of Latham & Watkins, RLF and Evercore present, during which it received an update on discussions between the

parties regarding a possible transaction. In addition, theT-Mobile independent committee reviewed the proposed financing process for the transaction, combined company capital structure and treatment of outstanding debt owed byT-Mobile to Deutsche Telekom, and certain transaction terms discussed and negotiated with representatives of Deutsche Telekom.

From April 18 to April 20, 2018, representatives ofT-Mobile and Deutsche Telekom, together with Wachtell Lipton, and representatives of Sprint and SoftBank, together with Morrison & Foerster and Raine, heldin-person meetings to negotiate the open transaction terms, including covenants, closing conditions and expense sharing relating to financing for the transaction, certain regulatory provisions to be included in the business combination agreement, interim operating covenants to whichT-Mobile and Sprint would be subject prior to the closing of a transaction, and certain governance arrangements for the combined company. During these meetings, a number of open points were resolved, subject to approvals by theT-Mobile board of directors, theT-Mobile independent committee and Deutsche Telekom, as well as the Sprint board of directors, the Sprint independent committee and SoftBank; however, the parties were not able to reach an agreement on certain terms, including provisions relating to financing for the transaction and whether there would be conditions to the closing of the transaction relating to financing matters, including a minimum credit rating for the combined company after giving effect to the merger transactions. In addition, during this period, representatives of theT-Mobile independent committee and its advisors and T-Mobile management held various telephonic meetings with representatives of Deutsche Telekom to discuss and negotiate certain open transaction terms.

On April 19, 2018, theT-Mobile independent committee held a telephonic meeting with representatives of Latham & Watkins, RLF and Evercore present, during which it received an update on negotiations between the parties and discussed the proposed combined company capital structure and treatment of outstanding debt owed byT-Mobile to Deutsche Telekom.

Also on April 19, 2018, the Sprint independent committee held a telephonic meeting. Representatives from Sprint management, Morrison & Foerster, Skadden, Lawler Metzger, Keeney & Logan LLC (which we call “Lawler”), FCC regulatory counsel to Sprint, Goodwin and Centerview attended all or part of the meeting. Morrison & Foerster, Skadden, Lawler and Goodwin discussed with the Sprint independent committee various regulatory matters in connection with the potential transaction withT-Mobile. Members of the committee engaged in a discussion with these advisors. After the representatives from Sprint management, Morrison & Foerster, Skadden and Lawler had left the meeting, Goodwin discussed further the regulatory considerations of the potential transaction. Goodwin also discussed with the committee the current status of discussions withT-Mobile and Deutsche Telekom, as well as certain key transaction terms for the potential transaction, including terms related to a termination under certain regulatory conditions, financing matters and closing conditions and termination rights tied to Sprint’s and the combined company’s credit ratings. Goodwin also highlighted the current status of discussions on certain transaction terms that related only to SoftBank, including, among other things, the treatment of current related-party agreements between Sprint and SoftBank, veto rights for certain actions, a right to acquire combined company common stock and a right of first refusal for sales of combined company common stock by Deutsche Telekom.

On April 20, 2018, theT-Mobile board of directors held a telephonic meeting with representatives ofT-Mobile management, Wachtell Lipton and Latham & Watkins in attendance, during which it received an update on the negotiations between the parties and reviewed the proposed transaction terms, as well as remaining open points. In addition, theT-Mobile board of directors reviewed and considered the combined company capital structure and financing process and regulatory planning, and members ofT-Mobile management reviewed with the directors due diligence findings.

On April 21, 2018, representatives of theT-Mobile independent committee, members ofT-Mobile management and representatives of Deutsche Telekom discussed and negotiated terms relating to governance of the combined company, the trademark license and the treatment of outstanding debt owed byT-Mobile to Deutsche Telekom.

On April 22, 2018, Wachtell Lipton sent revised drafts of the business combination agreement and other draft agreements to Morrison & Foerster. The revised draft of the business combination agreement included, among other changes, a condition to the closing of the transaction requiring a minimum credit rating for the combined company after giving effect to the merger transactions.

Also on April 22, 2018, theT-Mobile board of directors held a telephonic meeting, attended by representatives of PJT Partners, Goldman Sachs, Evercore, Wachtell Lipton, Latham & Watkins andT-Mobile’s regulatory advisors. During the meeting, theT-Mobile board of directors received an update on the negotiations between the parties and the proposed transaction terms.T-Mobile management engaged in a detailed review with the directors of the proposed business plan for the combined company, an operating model for the combined company, the network integration plan, financial forecasts for the combined company and projected transaction synergies, as well as findings of the due diligence review of Sprint. In addition,T-Mobile management and representatives of PJT Partners and Goldman Sachs reviewed with the directors the proposed financing for the transaction and the proposed capital structure for the combined company, including risks and considerations relating thereto. Representatives of PJT Partners and Goldman Sachs also presented their respective preliminary financial analyses in connection with the transaction, and reviewed with the directors matters relating to current market dynamics, precedent mergers and acquisitions and potential synergies in connection with the transaction. In connection with the presentations of PJT Partners and Goldman Sachs, theT-Mobile board of directors reviewed disclosures of certain relationships made by each of PJT Partners and Goldman Sachs, including certain fees received fromT-Mobile, Deutsche Telekom, Sprint and SoftBank and their respective affiliates. In addition, the regulatory advisors toT-Mobile and Deutsche Telekom reviewed with the directors the current regulatory environment and considerations relating to regulatory approvals for a business combination transaction with Sprint, and representatives of Wachtell Lipton reviewed with the directors their fiduciary duties in connection with their consideration of a possible business combination transaction.T-Mobile management also reviewed with theT-Mobile board of directors the proposed communications and outreach plan in connection with the transaction. Finally, members of theT-Mobile independent committee provided an update regarding the committee’s views on the proposed terms of the transaction.

On April 23, 2018, the Sprint independent committee held a telephonic meeting, at which representatives of Goodwin and Centerview were present. Centerview presented its preliminary financial analysis of the proposed business combination between Sprint andT-Mobile, including a discussion of Sprint’s standalone valuation,T-Mobile’s standalone valuation and relative valuation. The Sprint independent committee, Centerview and Goodwin discussed Centerview’s presentation. In addition, Goodwin provided an update on the status of negotiations and reviewed with the Sprint independent committee certain transaction terms, and the Sprint independent committee and Goodwin discussed the transaction terms.

On April 24, 2018, theT-Mobile independent committee held a telephonic meeting with representatives of Latham & Watkins, RLF and Evercore present, during which it reviewed and discussed the duties and responsibilities of theT-Mobile independent committee. TheT-Mobile independent committee received an update on negotiations and reviewed and considered the proposed transaction terms, with a focus on the terms of agreements and transactions proposed to be entered into betweenT-Mobile and Deutsche Telekom in connection with the transaction and the governance of the combined company. Latham & Watkins also provided analysis with respect to the current regulatory environment and considerations relating to regulatory approvals for a business combination transaction with Sprint. In addition, representatives of Evercore reviewed Evercore’s preliminary financial analyses relating to the transaction, including an analysis of the potential synergies.

In addition, on April 24, 2018, the Sprint independent committee held a telephonic meeting. In attendance for all or part of the meeting were representatives of Sprint management, Morrison & Foerster, Skadden, Lawler, J.P. Morgan, Goodwin and Centerview. J.P. Morgan had been engaged in April 2017 as a financial advisor to Sprint in connection with a potential strategic transaction withT-Mobile. In light of the size and complexity of the merger transactions, the Sprint board of directors engaged J.P. Morgan, in addition to Raine, because of J.P. Morgan’s experience in and reputation for providing financial advisory services to an extensive range of

clients, particularly in the telecommunications industry. At the meeting, Skadden and Lawler gave a presentation regarding certain regulatory considerations in connection with the proposed transaction between Sprint andT-Mobile. The representatives of J.P. Morgan then presented J.P. Morgan’s preliminary financial analysis of the financial terms of the proposed transaction. Members of the committee engaged in a discussion with the representatives of J.P. Morgan regarding their presentation. In addition, representatives of Sprint management provided an overview of the status of negotiations between the parties and reviewed the proposed transaction terms, highlighting the status of discussions on financing and capital structure matters and termination rights. Representatives of Sprint management also engaged in a discussion with the Sprint independent committee on potential synergies from the proposed transaction.

Also, on April 24, 2018, Morrison & Foerster sent revised drafts of the business combination agreement and other draft agreements to Wachtell Lipton. Among other changes, the revised draft of the business combination agreement deleted the condition to the closing of the transaction requiring a minimum credit rating for the combined company after giving effect to the merger transactions. Beginning later that day and continuing through April 27, 2018, representatives ofT-Mobile and Deutsche Telekom, together with Wachtell Lipton, Latham & Watkins, and representatives of Sprint and SoftBank, together with Morrison & Foerster and Raine, heldin-person meetings to negotiate and seek to resolve the remaining open points and finalize the transaction documentation, including the business combination agreement, the amended and restated stockholders’ agreement and related amendments to the certificate of incorporation and bylaws ofT-Mobile reflected in the amended and restated certificate of incorporation and amended and restated bylaws, respectively, and the proxy agreement. During these negotiations, representatives of Sprint and SoftBank proposed to accept the minimum credit rating condition if the business combination agreement included an obligation of T-Mobile to pay $1 billion to Sprint if the business combination agreement were terminated due to a failure of that condition, subject to certain exceptions. Representatives of T-Mobile and Deutsche Telekom proposed that any amount payable by T-Mobile would be significantly lower. In addition, during this period, representatives of Deutsche Telekom and management ofT-Mobile provided updates to theT-Mobile independent committee and its representatives, including Latham & Watkins, and representatives of Deutsche Telekom,T-Mobile management and theT-Mobile independent committee, including Latham & Watkins, negotiated and finalized the proposed terms of the treatment of outstanding debt owed byT-Mobile to Deutsche Telekom in connection with the transaction, including the terms of the financing matters agreement, which, among other things, would provide for Deutsche Telekom to consent to the incurrence byT-Mobile USA of secured debt in connection with and after the completion of the merger and for the repayment and termination byT-Mobile USA of certain facilities provided by and debt owed to Deutsche Telekom upon closing of the merger, as well as the terms of an amendment to the trademark license, which would provide for a cap on the fee that would otherwise have been payable by the combined company to Deutsche Telekom thereunder, and the terms of the amended and restated stockholders’ agreement. At the conclusion of these meetings, the parties agreed that the amount payable byT-Mobile as a result of termination due to a failure of the condition to closing requiring a minimum credit rating of the combined company (subject to certain exceptions) would be $600 million, and also finalized the other proposed terms for the proposed transaction, subject to approvals by the T-Mobile board of directors,T-Mobile independent committee and Deutsche Telekom, as well as the Sprint board of directors, Sprint independent committee and SoftBank.

On April 26, 2018, the Sprint board of directors held anin-person meeting, with representatives of Sprint management, Raine, J.P. Morgan, Centerview, Morrison & Foerster, Skadden and Goodwin in attendance. Prior to the meeting, the Sprint directors, including the members of the Sprint independent committee, reviewed disclosures of certain relationships made by each of Raine, J.P. Morgan and Centerview, including disclosure with respect to certain fees which may have been received from Sprint, SoftBank,T-Mobile and Deutsche Telekom. At the meeting, representatives of Morrison & Forester reviewed with the Sprint board of directors the proposed transaction terms, including terms relating to governance, regulatory matters and financing. Representatives of Morrison & Foerster also reviewed with the directors their fiduciary duties in connection with their consideration of the transaction withT-Mobile. Representatives of Sprint management reviewed the synergies expected to be achieved in the proposed transaction withT-Mobile, and noted that management

believed that the proposed transaction withT-Mobile was the best path forward for Sprint. Representatives of Sprint management also reviewed with the directors the proposed communications and outreach plan relating to the transaction and the transaction approval process and timeline, and discussed the final findings of the due diligence review ofT-Mobile. In addition, representatives of Raine, J.P. Morgan and Centerview presented their respective firms’ updated preliminary financial analyses of the financial terms of the proposed transaction.

On April 27, 2018, theT-Mobile independent committee held anin-person meeting with representatives of Latham & Watkins, RLF and Evercore present. At the meeting, representatives of Latham & Watkins reviewed and discussed with theT-Mobile independent committee the duties and responsibilities of theT-Mobile independent committee. TheT-Mobile independent committee received an update on the negotiations between the parties and discussed and considered the proposed transaction terms. In addition, theT-Mobile independent committee reviewed and considered the proposed financing for the transaction, as well as the proposed agreements and transactions proposed to be entered into betweenT-Mobile and Deutsche Telekom in connection with the transaction, including the business combination agreement, the license agreement amendment, the financing matters agreement and the amended and restated stockholders’ agreement, and the proposed terms of the proxy agreement. Representatives of Evercore reviewed Evercore’s financial analyses relating to the proposed transaction and the projected transaction synergies. Evercore rendered its oral opinion, subsequently confirmed in its written opinion dated April 29, 2018, to the T-Mobile independent committee that, as of such date and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the exchange ratio pursuant to the business combination agreement was fair from a financial point of view to the holders of shares ofT-Mobile common stock (including such holders ofT-Mobile common stock other than Deutsche Telekom and its affiliates). Following a discussion regarding the proposed transaction, including the terms of the agreements and transactions to be entered into betweenT-Mobile and Deutsche Telekom in connection with the transaction, theT-Mobile independent committee determined that the business combination agreement and the transactions contemplated by the agreement were fair to, and in the best interests of,T-Mobile’s stockholders (including such stockholders other than Deutsche Telekom), and unanimously resolved to (1) recommend that theT-Mobile board of directors approve and declare advisable the business combination agreement and the transactions contemplated by the agreement and (2) approve the related party transactions contemplated by the transaction.

Later on April 27, 2018, following the meeting of theT-Mobile independent committee, theT-Mobile board of directors held anin-person meeting, with representatives of PJT Partners, Goldman Sachs, Wachtell Lipton and Latham & Watkins in attendance. At the meeting, representatives of Wachtell Lipton reviewed with theT-Mobile board of directors the proposed transaction terms.T-Mobile management and Wachtell Lipton reviewed with the directors the final proposed capital structure for the combined company as well as the proposed financing for the transaction, including the terms of proposed committed financing for the transaction.T-Mobile management also reviewed with the directors the proposed communications and outreach plan relating to the transaction and the transaction approval process and timeline, and discussed the final findings of the due diligence review of Sprint. Representatives of Wachtell Lipton reviewed with the directors their fiduciary duties in connection with their consideration of the transaction with Sprint. In addition, representatives of PJT Partners and Goldman Sachs provided their respective financial presentations regarding the final proposed transaction terms and their respective financial analyses. At the meeting, PJT Partners rendered its oral opinion, subsequently confirmed in its written opinion dated April 29, 2018, to theT-Mobile board of directors that, as of the date of such opinion and based upon and subject to the qualifications, limitations and assumptions stated in its written opinion, the exchange ratio pursuant to the business combination agreement was fair toT-Mobile from a financial point of view. In addition, at the meeting, Goldman Sachs delivered its oral opinion to theT-Mobile board of directors, which opinion was subsequently confirmed in its written opinion dated April 29, 2018, to the effect that, as of such date and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the exchange ratio pursuant to the business combination agreement was fair from a financial point of view toT-Mobile. Following discussion, and upon consideration of the recommendation of theT-Mobile independent committee, theT-Mobile board of directors unanimously determined that the business combination agreement and the transactions contemplated by the agreement were fair to, and in the best interests of,T-Mobile

and its stockholders, approved and declared advisable the business combination agreement and the transactions contemplated by the agreement, and resolved to recommend that theT-Mobile stockholders approve theT-Mobile charter amendment and theT-Mobile share issuance in connection with the transactions contemplated by the business combination agreement.

On April 29, 2018, the Sprint board of directors, including all of the members of the Sprint independent committee, held a meeting. Representatives of Sprint management, Morrison & Foerster, Raine, J.P. Morgan, Goodwin and Centerview attended the meeting. At the meeting, representatives of Morrison & Foerster reviewed and discussed with the Sprint board of directors the final transaction terms, and the Sprint board of directors considered final drafts of the business combination agreement and the other agreements to be entered into in connection with the business combination transaction. Representatives of Centerview presented Centerview’s financial analyses in connection with the transaction and rendered Centerview’s oral opinion to the Sprint independent committee, which was subsequently confirmed by delivery of a written opinion dated as of April 29, 2018, that as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the exchange ratio provided for pursuant to the business combination agreement was fair, from a financial point of view, to the holders of Sprint common stock (other than Sprint common stock held in treasury or held by Merger Company, the SoftBank parties, the Deutsche Telekom parties or any affiliate of Sprint orT-Mobile). Representatives of Goodwin reviewed the Sprint independent committee’s duties and responsibilities as well as the approvals required from the Sprint independent committee. The Sprint independent committee then determined that the business combination agreement and the transactions contemplated by the agreement were fair to, and in the best interests of, Sprint and the Sprint minority stockholders, and unanimously resolved to recommend that (1) the business combination agreement be submitted to the Sprint board of directors, (2) the Sprint board of directors approve and declare advisable the business combination agreement and the transactions contemplated thereby, (3) the Sprint board of directors submit the business combination agreement to Sprint’s stockholders for adoption and (4) the Sprint board of directors recommend adoption of the business combination agreement to Sprint’s stockholders. In addition, representatives of Raine and J.P. Morgan provided their respective firms’ updated financial analyses of the final financial terms of the proposed transaction. At the meeting, Raine rendered its oral opinion, subsequently confirmed by a written opinion dated April 29, 2018, to the Sprint board of directors to the effect that, as of such date, based upon and subject to the assumptions, limitations, qualifications, conditions and other matters set forth in its opinion, the exchange ratio pursuant to the business combination agreement was fair, from a financial point of view, to the holders of Sprint common stock as of immediately prior to the HoldCo mergers, taking into account the merger. In addition, at the meeting, J.P. Morgan rendered its oral opinion to the Sprint board of directors, subsequently confirmed by delivery of a written opinion dated April 29, 2018, to the effect that, as of such date, based upon and subject to the assumptions, limitations, qualifications, conditions and other matters set forth in its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Sprint common stock as of immediately prior to the HoldCo mergers. Upon consideration of the recommendation of the Sprint independent committee, the Sprint board of directors unanimously determined that the business combination agreement and the transactions contemplated by the agreement were fair to, and in the best interests of, Sprint and its stockholders, approved and declared advisable the business combination agreement and the transactions contemplated thereby, resolved to submit the business combination agreement to Sprint’s stockholders for adoption and resolved to recommend adoption of the business combination agreement to Sprint’s stockholders.

On April 29, 2018, the Deutsche Telekom board of management and, later, the Deutsche Telekom supervisory board approved entry by Deutsche Telekom into the transactions contemplated by the business combination agreement, as well as the other agreements to be entered into by Deutsche Telekom in connection with the transaction.

Later on April 29, 2018,T-Mobile USA entered into the original commitment letter pursuant to which the financial institutions party thereto committed to provide up to $38.0 billion in secured and unsecured debt financing in connection with the transaction, as further described in the section entitled “Description of

Financing—Commitment Letter”, andT-Mobile, Sprint, Deutsche Telekom, SoftBank and certain of their affiliates executed the business combination agreement. Following the execution of the business combination agreement,T-Mobile and Sprint issued a joint press release announcing entry into the business combination agreement.

T-Mobile’s Reasons for the Merger and Recommendation of theT-Mobile Board of Directors

In arriving at this determination and recommendation, theT-Mobile board of directors reviewed and discussed a significant amount of information and consulted withT-Mobile’s management, legal advisors and financial advisors. The following are some of the significant factors that supported its decision to approve the business combination agreement:

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the belief that the combined company will be able to use the respective strengths of each ofT-Mobile and Sprint to position itself as a leading wireless communications services provider with the network capacity to rapidly launch a nationwide 5G network with the breadth and depth critical to extend U.S. global internet and technology leadership;

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the belief that the transaction will accelerate the growth potential ofT-Mobile through the addition of Sprint’s spectrum and network resources, which will enable the combined company to supercharge theUn-carrier strategy and deliver lower prices, greater value and greater competition in wireless, video and broadband services, while creating new jobs and employing more people in the United States than T-Mobile and Sprint would be expected to employ on a standalone basis;

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the belief that the combined company’s spectrum resources and network capacity will allow it to expand product and service offerings and offer improved services to Americans in rural areas, create greater competition for business and government customers and result in expanded choice for broadband services;

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the view that the combination could result in potential aggregate annual run rate cost synergies of $6 billion or more, representing a net present value of $43 billion or more, net of expected costs to achieve such cost synergies, with the potential for additional possible synergies to be identified during integration, and the fact thatT-Mobile stockholders will participate in the expected synergies and such synergies will allow the combined company to make a substantial investment in its business and next-generation network;

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the belief that the nature of the business strategies and networks ofT-Mobile and Sprint, together withT-Mobile’s experience with integrating the business of MetroPCS, will allow for a successful integration of the two companies and rapid deployment of a nationwide 5G network;

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the fact that the terms of the combination provide for Sprint stockholders to receive 0.10256 of a share ofT-Mobile common stock for each share of Sprint common stock and allT-Mobile stockholders to retain theirT-Mobile common stock, and that, upon completion of the merger,T-Mobile stockholders will own approximately 67% of the common stock of the combined company (based on the outstanding shares ofT-Mobile common stock and Sprint common stock as of the date of the business combination agreement), which will provideT-Mobile stockholders with an opportunity to participate in the equity value of the combined company, including potential future growth and expected synergies resulting from the business combination transaction;

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the belief that the combined company will have an appropriate capital structure and credit profile that will enable it to pursue its growth strategy; and

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the view that the combination ofT-Mobile and Sprint will enable the combined company to take advantage of greater strategic and innovation opportunities with its significant spectrum and network resources and the integration of the capabilities of each company.

These beliefs are based in part on the following factors that theT-Mobile board of directors considered:

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its knowledge and understanding of theT-Mobile business, operations, assets and liabilities, financial condition, earnings, strategy and future prospects;

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information and discussions withT-Mobile’s management, in consultation withT-Mobile’s advisors, regarding Sprint’s business, operations, assets and liabilities, financial condition, earnings, strategy and future prospects, and the results ofT-Mobile’s due diligence review of Sprint;

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the current and prospective economic climate generally and competitive developments in the wireless communications services industry and related industries that have been converging in recent years;

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the fact that the board of directors of the combined company following the completion of the merger transactions will consist of 14 directors, nine of whom will be designated by Deutsche Telekom,T-Mobile’s current controlling stockholder, one of whom will be John Legere, chief executive officer ofT-Mobile, and one of whom will be Masayoshi Son, chairman and chief executive officer of SoftBank;

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the fact that John Legere, chief executive officer ofT-Mobile, will serve as chief executive officer of the combined company, and the fact that Timotheus Höttges, chairman of theT-Mobile board of directors, will serve as chairman of the board of directors of the combined company;

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the fixed exchange ratio in the business combination agreement, which will not be reduced or increased in the event of a change in the price ofT-Mobile common stock or Sprint common stock;

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the potential strategic alternatives available toT-Mobile, including the possibility of remaining a stand-alone entity, and theT-Mobile board of directors’ short- and long-term assessment of the wireless communications services industry;

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the benefits thatT-Mobile was able to obtain as a result of its negotiations with Sprint and SoftBank and theT-Mobile board of directors’ belief that this was the most favorable exchange ratio and terms, taken as a whole, to which Sprint and SoftBank would be willing to agree;

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the likelihood that the merger transactions would be completed based on, among other things, the conditions to closing and the assessment of theT-Mobile board of directors, after consulting with counsel, regarding the likelihood of obtaining all required regulatory approvals, and the termination and remedy provisions under the business combination agreement in the event that the transaction is not completed due to the failure to obtain required regulatory approvals without the imposition of a regulatory material adverse condition or otherwise;

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the determination by theT-Mobile independent committee that the business combination agreement and the transactions contemplated by the agreement are fair to and in the best interests of all ofT-Mobile’s stockholders (including such stockholders other than Deutsche Telekom) and the recommendation of theT-Mobile independent committee that theT-Mobile board of directors approve the business combination agreement and the transactions contemplated by the agreement, which determination and recommendation were based upon, among other factors, the following (in addition to the factors considered by theT-Mobile board of directors):

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the fact that, upon completion of the merger,T-Mobile stockholders will own approximately 67% of the common stock of the combined company (based on the outstanding shares ofT-Mobile common stock and Sprint common stock as of the date of the business combination agreement), and that allT-Mobile stockholders will have the opportunity to participate, proportionate to their ownership of the combined company, in the equity value of the combined company and the expected synergies resulting from the transaction;

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the procedural safeguards and process implemented to enable theT-Mobile independent committee to determine the fairness of the proposed transaction for all ofT-Mobile’s stockholders (including such stockholders other than Deutsche Telekom), including the independence of its members, its delegated power and responsibilities, the retention and advice of its own legal and financial advisors, and its deliberations, access to information and participation in connection with its evaluation of the proposed transaction;

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the frequency and extent of theT-Mobile independent committee’s deliberations, and its access toT-Mobile’s management and advisors in connection with its evaluation of the proposed transaction;

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the participation by representatives of theT-Mobile independent committee in the negotiation and review, with the advice of Latham & Watkins and RLF, of the governance arrangements for the combined company and the agreements and transactions entered or to be entered into betweenT-Mobile and Deutsche Telekom in connection with the transaction, including the license agreement amendment, which, among other things, would provide for a cap on the fee that would otherwise have been payable by the combined company to Deutsche Telekom thereunder, the financing matters agreement, which, among other things, would allowT-Mobile USA to incur secured debt in connection with and after completion of the merger and for the repayment and termination byT-Mobile USA of certain facilities provided by and debt owed to Deutsche Telekom upon closing of the merger, and the amended and restated stockholders’ agreement;

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the fact that the terms of the transaction provide that Deutsche Telekom,T-Mobile’s current controlling stockholder, will continue to control the combined company (balanced with certain agreed-upon procedural safeguards, including SoftBank’s voting and governance rights in the combined company, the inclusion of independent directors on the board of the combined company and the combined company’s policy for the approval of related party transactions); John Legere, chief executive officer ofT-Mobile, will continue to serve as the initial chief executive officer of the combined company; and the combined company will continue to be named“T-Mobile,” which gave theT-Mobile independent committee greater confidence in the ability of the combined company to achieve the estimated synergies;

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the financial analyses of Evercore reviewed with theT-Mobile independent committee on April 27, 2018 in connection with the rendering of its opinion and the opinion of Evercore to theT-Mobile independent committee, dated April 29, 2018, to the effect that, as of such date and based upon and subject to the various assumptions and limitations set forth in such opinion, the exchange ratio pursuant to the business combination agreement was fair from a financial point of view to the holders of shares ofT-Mobile common stock (including such holders ofT-Mobile common stock other than Deutsche Telekom and its affiliates), as more fully described in the section entitled “—Opinions of T-Mobile’s Financial Advisors”; and

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theT-Mobile independent committee’s determination that the potential synergies and other benefits that it anticipatesT-Mobile andT-Mobile stockholders could achieve as a result of the merger transactions outweigh the uncertainties, risks and potentially negative factors relevant to the business combination considered by theT-Mobile board of directors (as described below), in addition to other uncertainties, risks and potentially negative factors considered by theT-Mobile independent committee;

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the financial analyses presented to theT-Mobile board of directors by PJT Partners on April 27, 2018 and the oral opinion of PJT Partners rendered to theT-Mobile board of directors, subsequently

confirmed in its written opinion dated April 29, 2018, that, as of the date of such opinion and based upon and subject to the qualifications, limitations and assumptions stated in its written opinion, the exchange ratio pursuant to the business combination agreement was fair toT-Mobile from a financial point of view, as more fully described in the section entitled “—Opinions of T-Mobile’s Financial Advisors”;

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the financial analyses presented to theT-Mobile board of directors by Goldman Sachs on April 27, 2018 and the oral opinion of Goldman Sachs delivered to theT-Mobile board of directors, which opinion was subsequently confirmed in its written opinion dated April 29, 2018, to the effect that, as of such date and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the exchange ratio pursuant to the business combination agreement was fair from a financial point of view toT-Mobile, as more fully described in the section entitled “—Opinions of T-Mobile’s Financial Advisors”; and

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the fact that Sprint is not permitted to terminate the business combination agreement notwithstanding receipt of a proposal for a Sprint alternative transaction, even in the event that the Sprint board of directors changes or withdraws its recommendation that the Sprint stockholders vote their shares in favor of the adoption of the business combination agreement, and the fact that subsequent to the execution of the business combination agreement, SoftBank was expected to execute a support agreement requiring it to deliver a written consent in respect of its shares of Sprint common stock in favor of the adoption of the business combination agreement, which written consent would result in adoption of the business combination agreement by Sprint (which support agreement SoftBank subsequently executed).

TheT-Mobile board of directors weighed these factors against a number of uncertainties, risks and potentially negative factors relevant to the business combination, including the following:

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the substantial risk that regulatory authorities might seek to impose conditions on or otherwise prevent or delay the merger, or impose restrictions or requirements on the operation of the businesses of the combined company after completion of the merger, and that as a result the transaction might not be completed in a timely manner, without the imposition of restrictions or requirements, or at all;

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the substantial indebtedness of Sprint and the anticipated substantial indebtedness of the combined company following the closing of the transaction, as well as the type and terms of such indebtedness, and the risk that the combined company will be constrained by its need to, and may not be able to, meet its debt service obligations, as well as the financial and other restrictive covenants contained in the agreements governing the combined company’s indebtedness, which could limit the combined company’s ability to grow its business and deploy a next-generation network;

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the challenges inherent in the combination of two business enterprises of the size and scope ofT-Mobile and Sprint, including the possibility that anticipated synergies and other benefits of the transaction might not be achieved in the time frame contemplated or at all, and the other numerous risks and uncertainties that could adversely affect the combined company’s operating performance and financial results;

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the risk thatT-Mobile may incur significant expenses in connection with the transaction and may become obligated to reimburse certain of Sprint’s expenses and/or pay Sprint $600 million in connection with a termination of the business combination agreement under certain circumstances, as more fully described in the section entitled “The Business Combination Agreement—Termination of the Business Combination Agreement”;

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the risk that announcing the transaction or the failure to complete the transaction could lead to negative perceptions ofT-Mobile among investors, customers, employees and other stakeholders;

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the adverse impact that business uncertainty prior to the closing of the transaction and during the post-closing integration period could have on the ability of bothT-Mobile and Sprint to attract, retain and motivate key personnel, retain customers and maintain business relationships;

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the risk that the transaction may divert management focus and resources from operatingT-Mobile’s business, as well as other strategic opportunities, and that combining and integratingT-Mobile and Sprint may result in potential disruption;

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the risk that the unaudited prospective financial information ofT-Mobile and Sprint, and the estimated synergies, as further described under “—T-Mobile Unaudited Prospective Financial Information” and “—Sprint Unaudited Prospective Financial Information,” may not be achieved in the amounts or at the times anticipated;

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the fact that during the term of the business combination agreement,T-Mobile is prohibited from soliciting, initiating or knowingly encouraging any inquiry with respect to aT-Mobile alternative transaction, or participating in any discussions or negotiations regarding aT-Mobile alternative transaction;

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the fact thatT-Mobile is not permitted to terminate the business combination agreement notwithstanding receipt of a proposal for aT-Mobile alternative transaction, even in the event that theT-Mobile board of directors changes or withdraws its recommendation that theT-Mobile stockholders vote their shares in favor of theT-Mobile charter amendment and theT-Mobile share issuance, and the fact that subsequent to the execution of the business combination agreement, Deutsche Telekom was expected to execute a support agreement requiring it to deliver a written consent in respect of its shares ofT-Mobile common stock in favor of theT-Mobile charter amendment and theT-Mobile share issuance, which written consent would result in approval of theT-Mobile charter amendment and theT-Mobile share issuance (which support agreement Deutsche Telekom subsequently executed); and

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the risks of the type and nature described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

TheT-Mobile board of directors concluded that the uncertainties, risks and potentially negative factors relevant to the transaction were outweighed by the potential benefits that it expectedT-Mobile andT-Mobile stockholders would achieve as a result of the merger transactions.

In considering the recommendation of theT-Mobile board of directors,T-Mobile stockholders should be aware that directors and executive officers ofT-Mobile have interests in the transaction that are different from, or in addition to, any interests they might have solely as stockholders. See “—Interests of the T-Mobile Directors and Executive Officers in the Merger Transactions.”

This discussion of the information and factors considered by theT-Mobile board of directors (including the T-Mobile independent committee) includes the principal positive and negative factors, but is not intended to be exhaustive and may not include all of the factors considered by theT-Mobile board of directors. In view of the wide variety of factors considered in connection with its evaluation of the transaction, and the complexity of these matters, theT-Mobile board of directors did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that theT-Mobile board of directors considered in reaching its determination to approve the business combination agreement and the transactions contemplated thereby and to make its recommendations toT-Mobile stockholders. Rather, theT-Mobile board of directors viewed their respective decisions as being based on the totality of the information presented to them and the factors they considered. In addition, individual members of theT-Mobile board of directors may have given differing weights to different factors. It should be noted that this explanation of the reasoning ofT-Mobile’s board of directors and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Opinions ofT-Mobile’s Financial Advisors

Opinion of PJT Partners

At a meeting of theT-Mobile board of directors, PJT Partners rendered its oral opinion, subsequently confirmed in its written opinion dated April 29, 2018, to theT-Mobile board of directors that, as of the date of such opinion and based upon and subject to the qualifications, limitations and assumptions stated in its written opinion, the exchange ratio pursuant to the business combination agreement was fair toT-Mobile from a financial point of view.

In arriving at its opinion, PJT Partners, among other things:

•

reviewed certain publicly available information concerning the business, financial condition and operations of Sprint andT-Mobile;

•

reviewed certain internal information concerning the business, financial condition and operations of Sprint andT-Mobile prepared by the management of Sprint andT-Mobile, respectively, and approved for PJT Partners’ use and furnished to PJT Partners by the management ofT-Mobile;

•

reviewed certain internal financial analyses, estimates and forecasts relating toT-Mobile, including projections forT-Mobile’s fiscal years 2018 through 2026, that were prepared by or at the direction of and approved and furnished to PJT Partners by the management ofT-Mobile (which we refer to as theT-Mobile managementT-Mobile forecasts and which are summarized under “The MergerTransactions—T-Mobile Unaudited Prospective Financial Information”);

•

reviewed certain financial analyses, estimates and forecasts relating to Sprint, including projections for calendar years 2018 through 2022, that were prepared by the management of Sprint and approved for PJT Partners’ use and furnished to PJT Partners by the management ofT-Mobile, and projections for calendar years 2018 through 2026 that were prepared by or at the direction of and approved and furnished to PJT Partners by the management ofT-Mobile (which we refer to as the Sprint management Sprint forecasts and theT-Mobile management Sprint forecasts, respectively, and which are summarized under “The Merger Transactions—Sprint Unaudited Prospective Financial Information”);

•

reviewed certain financial analyses, estimates and forecasts relating to the combined company, including projections for calendar years 2019 through 2026 that were prepared by or at the direction of and approved and furnished to PJT Partners by the management ofT-Mobile (which we refer to as the combined company forecasts and, together withT-Mobile managementT-Mobile forecasts, the Sprint management Sprint forecasts and theT-Mobile management Sprint forecasts, we refer to collectively in this section entitled “—Opinion ofPJT Partners” as the “forecasts,” and which are summarized under “The MergerTransactions—T-Mobile Unaudited Prospective Financial Information”);

•

held discussions with members of senior management ofT-Mobile concerning, among other things, their evaluations of the merger transactions andT-Mobile’s and Sprint’s respective businesses, operating and regulatory environment, financial condition, prospects and strategic objectives;

•

reviewed the expectations of the management ofT-Mobile with respect to the pro forma impact of the merger transactions on the future financial performance of the combined company, including the estimated synergies (which are summarized under “The MergerTransactions—T-Mobile UnauditedProspective Financial Information”), and other strategic benefits expected by the management ofT-Mobile to result from the merger transactions;

•

reviewed the net operating loss projections forT-Mobile, Sprint and the combined company that were prepared by or at the direction of and approved and furnished to PJT Partners by the management ofT-Mobile (which we refer to in this section entitled “—Opinion of PJT Partners” as the “NOL forecasts”);

•

reviewed certain estimates relating to the capitalization of Sprint,T-Mobile and the combined company as of March 31, 2018 and December 31, 2018 that were prepared by the management of Sprint orT-Mobile, as applicable, and approved for PJT Partners’ use and furnished to PJT Partners by the management ofT-Mobile (which, with respect to the estimates relating to the capitalization of Sprint,T-Mobile and the combined company as of December 31, 2018, we refer to in this section entitled “—Opinion of PJT Partners” as the “estimated capitalization”);

•

reviewed certain estimates relating to transaction and financing fees and expenses to be incurred in connection with the merger transactions that were prepared by and approved for PJT Partners’ use and furnished to PJT Partners by the management ofT-Mobile (which we refer to in this section entitled “—Opinion of PJT Partners” as the “estimated transaction expenses”);

•

compared certain financial information for Sprint andT-Mobile with similar publicly available financial and stock market data for certain other companies that PJT Partners deemed to be relevant;

•

reviewed the publicly available financial terms of certain other business combinations that PJT Partners deemed to be relevant;

•

reviewed the business combination agreement; and

•

performed such other financial studies, analyses and investigations, and considered such other matters, as PJT Partners deemed necessary or appropriate for purposes of rendering its opinion.

In preparing its opinion, with the consent ofT-Mobile, PJT Partners relied upon and assumed the accuracy and completeness of the foregoing information and all other information discussed with or reviewed by it, without independent verification thereof. PJT Partners assumed, with the consent ofT-Mobile, that the forecasts and the estimated capitalization and the underlying assumptions therefor, and all other financial analyses, estimates and forecasts provided to PJT Partners byT-Mobile’s or Sprint’s management, were reasonably prepared in accordance with industry practice and representedT-Mobile or Sprint, as applicable, management’s best then available estimates and judgments as to the business, financial condition and operations and future financial performance ofT-Mobile, Sprint and/or the combined company, as applicable. PJT Partners assumed, with the consent ofT-Mobile, that the amounts and timing of the estimated synergies were reasonable and that the estimated synergies would be realized in accordance with such estimates, and estimates of the tax effects set forth in the NOL forecasts were reasonable and that the net operating losses described therein would be utilized in accordance with such estimates. PJT Partners also assumed, at the direction ofT-Mobile, that for purposes of its analysis the estimated transaction expenses represented the aggregate amount of transaction and financing fees and expenses that would be incurred in connection with the merger transactions.

With the consent ofT-Mobile, PJT Partners assumed no responsibility for and expressed no opinion as to any of the forecasts, the estimated synergies, the NOL forecasts, the estimated capitalization or the estimated transaction expenses, the assumptions upon which any of the foregoing were based or any other financial analyses, estimates and forecasts provided to PJT Partners by the management ofT-Mobile or Sprint. PJT Partners also assumed that there were no material changes in the assets, financial condition, results of operations, business or prospects of each ofT-Mobile and Sprint since the respective dates of the last financial statements

made available to PJT Partners. PJT Partners further relied, with the consent ofT-Mobile, upon the assurances of the management ofT-Mobile that they were not aware of any facts that would make the information and projections provided by them inaccurate, incomplete or misleading.

PJT Partners was not asked to undertake, and did not undertake, an independent verification of any information provided to or reviewed by it, nor was it furnished with any such verification and it did not assume any responsibility or liability for the accuracy or completeness thereof. PJT Partners did not conduct a physical inspection of any of the properties or assets ofT-Mobile or Sprint. PJT Partners did not make an independent evaluation or appraisal of the assets or the liabilities (contingent or otherwise) ofT-Mobile or Sprint, nor was it furnished with any such evaluations or appraisals, nor did it evaluate the solvency ofT-Mobile or Sprint (or the impact of the merger transactions thereon) under any applicable laws.

PJT Partners also assumed, with the consent ofT-Mobile, that the completion of the merger transactions would be effected in accordance with the terms and conditions of the business combination agreement, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party consents and approvals (contractual or otherwise, including any consent or waiver underT-Mobile’s, Sprint’s or any of their affiliates’ debt instruments or securities) for the merger transactions and related transactions, no delay, limitation, restriction or condition would be imposed that would have an adverse effect onT-Mobile or the contemplated benefits of the merger transactions in any way that would affect PJT Partners’ analysis. PJT Partners further assumed, with the consent ofT-Mobile, that the merger transactions would qualify as a “reorganization” within the meaning of Section 368(a) of the Code. PJT Partners did not express any opinion as to any tax or other consequences that might result from the merger transactions, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which PJT Partners understood thatT-Mobile obtained such advice as it deemed necessary from qualified professionals. PJT Partners is not a legal, tax or regulatory advisor and relied upon, with the consent ofT-Mobile and without independent verification, the assessment ofT-Mobile and its legal, tax and regulatory advisors with respect to such matters.

PJT Partners did not consider the relative merits of the merger transactions as compared to any other business plan or opportunity that might be available toT-Mobile or the effect of any other arrangement in which T-Mobile might engage and PJT Partners’ opinion did not address the underlying decision byT-Mobile to engage in the merger transactions. PJT Partners’ opinion was limited to the fairness as of the date of the opinion, from a financial point of view, toT-Mobile of the exchange ratio pursuant to the business combination agreement, and PJT Partners’ opinion did not address any other aspect or implication of the merger transactions, the business combination agreement, or any other agreement or understanding entered into or to be entered into in connection with the merger transactions or otherwise. PJT Partners further expressed no opinion or view as to the fairness of the merger transactions or any related transaction to the holders of any class of securities, creditors or other constituencies of any party, including, without limitation, the treatment of any debt provided by Deutsche Telekom toT-Mobile in connection with the merger transactions, or as to the underlying decision byT-Mobile to engage in the merger transactions. PJT Partners also expressed no opinion as to the fairness (financial or otherwise) of the amount or nature of the compensation to any officers, directors or employees, or any class of such persons or any party to the merger transactions, whether relative to the exchange ratio or otherwise. PJT Partners’ opinion does not constitute a recommendation to any stockholder ofT-Mobile or Sprint as to how any such stockholder should vote or act with respect to the merger transactions or any other matter.

PJT Partners’ opinion was necessarily based upon economic, market, monetary, regulatory and other conditions as they existed and could be evaluated, and the information made available to PJT Partners, as of the date thereof. PJT Partners expressed no opinion as to the prices or trading ranges at which the shares ofT-Mobile common stock or Sprint common stock would trade at any time. PJT Partners assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date thereof. The issuance of PJT Partners’ opinion was approved by a fairness committee of PJT Partners in accordance with established procedures.

PJT Partners’ advisory services and opinion were provided for the information and assistance of theT-Mobile board of directors in connection with its consideration of the merger transactions and the opinion does not constitute a recommendation as to any action theT-Mobile board of directors should take with respect to the merger transactions or how any holder ofT-Mobile common stock or Sprint common stock should vote with respect to the merger transactions or any other matter.

Summary of Financial Analyses

In connection with rendering its opinion, PJT Partners performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, PJT Partners did not ascribe a specific range of values to the shares ofT-Mobile common stock but rather made its determination that, from a financial point of view, the exchange ratio pursuant to the business combination agreement was fair toT-Mobile on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, PJT Partners did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the merger transactions. Accordingly, PJT Partners believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by PJT Partners in preparing its opinion to theT-Mobile board of directors. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by PJT Partners, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. In performing its analyses, PJT Partners made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control ofT-Mobile or any other parties to the merger transactions. None ofT-Mobile, PJT Partners, or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold. The financial analyses summarized below were based on the forecasts, the estimated synergies, the NOL forecasts, the estimated capitalization, the estimated transaction expenses and other financial information prepared and furnished to PJT Partners by or on behalf of the management ofT-Mobile. The following summary does not purport to be a complete description of the financial analyses performed by PJT Partners. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed, forT-Mobile and Sprint, on April 26, 2018 (and with respect to market data for the last “unaffected” trading day for shares ofT-Mobile common stock and Sprint common stock, April 9, 2018, prior to an article published inThe Wall Street Journal on April 10, 2018 reporting thatT-Mobile and Sprint had recommenced negotiations regarding a possible business combination transaction ), and is not necessarily indicative of current or future market conditions. Fully diluted share numbers forT-Mobile and Sprint used below were provided by, and used at the direction of, the management ofT-Mobile.

Selected Comparable Company Analysis

In order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of Sprint common stock andT-Mobile common stock by reference to these companies, which could then be used to calculate implied exchange ratio ranges, PJT Partners

reviewed and compared specific financial and operating data relating to Sprint andT-Mobile with selected companies that PJT Partners deemed comparable to Sprint andT-Mobile. The selected comparable companies were AT&T Inc. (which we refer to as “AT&T”) and Verizon Communications Inc. (which we refer to as “Verizon”).

PJT Partners calculated and compared various implied financial multiples and ratios of Sprint,T-Mobile and the selected comparable companies. As part of its selected comparable company analysis, PJT Partners calculated and analyzed total adjusted enterprise value (calculated as the equity value based on fully diluted shares outstanding using the treasury stock method, assuming, in the case of Sprint, the cash settlement of warrants owned by SoftBank, (1) plus debt and less cash, each as of March 31, 2018, after giving effect to certain adjustments, (2) less the present value of net operating losses discounted to March 31, 2018, (3) plustax-affected unfunded pension and other post-retirement liabilities, (4) plus certain adjustments for minority interests and investments in affiliates) (which we refer to in this section entitled “—Opinion of PJT Partners” as “adjusted TEV”) as a multiple of 2018 calendar year estimated (which we refer to in this section entitled “—Opinion ofPJTPartners” as “2018E”) cash adjusted EBITDA(post-SBC). “Cash adjusted EBITDA(post-SBC)” is calculated as (a) EBITDA (as described in“The Merger Transactions—T-Mobile Unaudited Prospective Financial Information” and“The Merger Transactions—Sprint Unaudited Prospective Financial Information”) less (b) leasing revenue. All of these calculations were performed and based on publicly available financial data and (i) forT-Mobile, onT-Mobile’s closing unaffected share price as of April 9, 2018 and closing share price as of April 26, 2018, (ii) for Sprint, on Sprint’s closing unaffected share price as of April 9, 2018 and closing share price as of April 26, 2018, and at the exchange ratio pursuant to the business combination agreement as of April 9, 2018 and April 26, 2018, (iii) for AT&T, on AT&T’s closing share price as of April 26, 2018 (reflecting the pro forma impact of the pending Time Warner Inc. acquisition) and (iv) for Verizon, on Verizon’s closing share price as of April 26, 2018. The results of this selected comparable company analysis are summarized below:

Selected Comparable Companies

T-Mobile¹

Sprint²

Verizon

AT&T

Unaffected
as of 4/9/18

At Market
as of 4/26/18

Unaffected
as of 4/9/18

At Market
as of 4/26/18

At 0.10256x
exchange ratio

At Market
as of 4/26/18

as of 4/9/18

as of 4/26/18

Adjusted TEV/2018E cash adjusted EBITDA(post-SBC)

7.8x

8.1x

6.7x

7.2x

7.3x

7.5x

7.3x

7.2x

1	Based onT-Mobile managementT-Mobile forecasts.

2	Based onT-Mobile management Sprint forecasts.

PJT Partners, based on its professional judgment, selected the comparable companies listed above because PJT Partners believed their businesses and operating profiles are reasonably similar to that of Sprint andT-Mobile, as applicable. However, because of the inherent differences between the businesses, operations and prospects of Sprint andT-Mobile, as applicable, and those of the selected comparable companies, PJT Partners believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, PJT Partners also made qualitative judgments concerning the differences between the businesses, financial and operating characteristics and prospects of Sprint,T-Mobile and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Sprint,T-Mobile and the companies included in the selected company analysis.

Selected Comparable Company Analysis—Sprint

With respect to Sprint, based upon these judgments, PJT Partners selected an adjusted TEV to 2018E cash adjusted EBITDA(post-SBC) multiple range of 6.75x to 7.25x and applied such range to Sprint’s 2018E cash

adjusted EBITDA(post-SBC) based on theT-Mobile management Sprint forecasts to calculate a range of implied prices per share of Sprint common stock based on the fully diluted number of shares of Sprint common stock as of April 26, 2018. The following summarizes the results of these calculations:


		Implied Prices per Share of Sprint Common Stock
T-Mobile management Sprint forecasts		$5.20 – $6.08

PJT Partners then compared this range to (1) the implied value per share of Sprint common stock of $6.57 based on the closing share price ofT-Mobile common stock of $64.10 as of April 26, 2018 and the exchange ratio pursuant to the business combination agreement and (2) the unaffected closing share price of Sprint common stock of $5.14 as of April 9, 2018.

Selected Comparable CompanyAnalysis—T-Mobile

With respect toT-Mobile, based upon these judgments, PJT Partners selected an adjusted TEV to 2018E cash adjusted EBITDA(post-SBC) multiple range of 7.5x to 8.0x and applied such range toT-Mobile’s 2018E cash adjusted EBITDA(post-SBC) based on theT-Mobile managementT-Mobile forecasts to calculate a range of implied prices per share ofT-Mobile common stock based on the fully diluted number of shares ofT-Mobile common stock as of April 26, 2018. The following summarizes the results of these calculations:


		Implied Prices per Share ofT-Mobile Common Stock
T-Mobile managementT-Mobile forecasts		$56.59 – $62.57

PJT Partners then compared this range to (1) the closing share price ofT-Mobile common stock of $64.10 as of April 26, 2018 and (2) the unaffected closing share price ofT-Mobile common stock of $59.74 as of April 9, 2018.

Implied Exchange Ratio

Based on the range of implied equity value per share for Sprint and the range of implied equity value per share forT-Mobile that were calculated by PJT Partners in its comparable company analyses, PJT Partners calculated a range of implied exchange ratios forT-Mobile common stock per share of Sprint common stock. PJT Partners calculated the high end of the implied exchange ratio range by dividing the high value of the Sprint implied equity values per share reference range by the high value of theT-Mobile implied equity values per share reference range. PJT Partners calculated the low end of the implied exchange ratio range by dividing the low value of the Sprint implied equity values per share reference range by the low value of theT-Mobile implied equity values per share reference range. The result of this analysis, as compared to the exchange ratio pursuant to the business combination agreement, was an implied exchange ratio range of 0.09192x – 0.09715x.

Selected Precedent Transaction Analysis

PJT Partners reviewed, to the extent publicly available, and analyzed the valuation and financial metrics relating to the following fourteen selected transactions since 2004 involving companies in the U.S. wireless industry, which PJT Partners, in its professional judgment, considered generally relevant for comparative purposes. For each precedent transaction, PJT Partners reviewed the transaction total enterprise value implied for each target company based on the consideration payable in the applicable selected transaction as a multiple of the target company’s trailing EBITDA and the target company’s forward EBITDA. The following summarizes the results of these calculations:

Month and Year Announced

Acquirer

Target

Transaction
Total
Enterprise
Value
($ in billions)

Transaction
Total Enterprise
Value / EBITDA

Trailing

Forward

September 2013

Verizon Communications Inc.

Vodafone Group Plc’s 45% stake in Cellco Partnership, Inc.

130.0

8.9x

8.4x

July 2013

AT&T Inc.

Leap Wireless International, Inc.

4.1

8.7x

June 2013

SoftBank Corp.

Sprint Corporation

47.3

8.9x

6.9x

October 2012

T-Mobile US, Inc.

MetroPCS Communications, Inc.

8.3

6.3x

6.1x

March 2011

AT&T Inc.

T-Mobile US, Inc.

39.0

7.1x

7.0x

November 2008

AT&T Inc.

Centennial Communications Corp.

2.8

7.0x

6.9x

June 2008

Verizon Wireless Inc.

Alltel Corporation

28.1

8.7x

8.3x

September 2007

T-Mobile US, Inc.

SunCom Wireless Holdings, Inc.

2.4

14.2x

11.9x

July 2007

Verizon Wireless Inc.

Rural Cellular Corporation

2.7

11.4x

10.1x

June 2007

AT&T Inc.

Dobson Communications Corporation

5.1

10.4x

9.8x

May 2007

TPG Partners V, L.P. and Goldman Sachs Capital Partners VI, L.P.

Alltel Corporation

27.2

9.9x

9.1x

January 2005

Alltel Corporation

Western Wireless Corporation

5.8

9.4x

8.6x

December 2004

Sprint Corporation

Nextel Communications, Inc.

42.3

8.5x

7.5x

February 2004

Cingular Wireless LLC

AT&T Wireless Services, Inc.

47.3

9.9x

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Sprint and the companies included in the selected precedent transaction analysis. Accordingly, PJT Partners believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the merger transactions. PJT Partners therefore made qualitative judgments concerning the differences between the characteristics of the selected precedent transactions and the merger transaction that would affect the acquisition values of the selected target companies and Sprint.

Based upon these judgments, after reviewing the above analysis, PJT Partners selected an adjusted TEV to 2018E cash adjusted EBITDA(post-SBC) multiple range of 7.5x to 8.5x and applied such range to Sprint’s 2018E cash adjusted EBITDA(post-SBC) based on theT-Mobile management Sprint forecasts to calculate a range of implied enterprise values for Sprint. PJT Partners then calculated a range of implied prices per share of Sprint common stock. The following summarizes the result of these calculations:


Precedent M&A Transactions		Implied Prices per Share of Sprint Common Stock
T-Mobile management Sprint forecasts		$6.52 – $8.27

ratio pursuant to the business combination agreement and (2) the unaffected closing share price of Sprint common stock of $5.14 as of April 9, 2018.

Discounted Cash Flow Analysis

Sprint Standalone

In order to estimate the present value of Sprint common stock as of March 31, 2018, PJT Partners performed discounted cash flow (which we refer to in this section entitled “—Opinion of PJT Partners” as “DCF”) analyses of Sprint using both theT-Mobile management Sprint forecasts and the Sprint management Sprintforecasts. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows generated by the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

8.75 Year DCFAnalysis—T-Mobile Management Sprint Forecasts

With respect to the discounted cash flow analysis based on theT-Mobile management Sprint forecasts, to calculate the estimated enterprise value of Sprint using the discounted cash flow method, PJT Partners added (1) Sprint’s projectedafter-tax unlevered free cash flows for the nine months ended December 31, 2018 and the calendar years 2019 through 2026 (which we refer to in this section entitled “—Opinion of PJT Partners” as the “8.75 year DCF analysis”) based on theT-Mobile management Sprint forecasts to (2) ranges of “terminal values” of Sprint as of December 31, 2026, and discounted such amount to its present value as of March 31, 2018 using a range of selected discount rates. The residual value of Sprint at the end of the projection period, or “terminal value,” was estimated by applying the exit multiple range of 6.5x to 7.5x to Sprint’s 2026 calendar year estimated (which we refer to in this section entitled “—Opinion of PJT Partners” as “2026E”) cash adjusted EBITDA(post-SBC) from theT-Mobile management Sprint projections. Theafter-tax unlevered free cash flows and terminal values were then discounted to present value as of March 31, 2018 using discount rates ranging from 6.75% to 7.75%. This range of discount rates was selected based on PJT Partners’ analysis of Sprint’s weighted average cost of capital. PJT Partners then calculated a range of implied equity values per share of Sprint common stock by subtracting debt, as of March 31, 2018, from, and adding cash, as of March 31, 2018, and the present value of certain net operating losses of approximately $4.5 billion as of March 31, 2018 based on the NOL forecasts as calculated by PJT Partners using a discount rate of 7.875% to, the estimated enterprise value derived using the discounted cash flow method and dividing such amounts by the fully diluted number of shares of Sprint common stock as of April 26, 2018. The following summarizes the results of these calculations:


Sprint Standalone 8.75 Year DCF Analysis		Implied Prices per Share of Sprint Common Stock
T-Mobile management Sprint forecasts		$5.92 – $8.21

4.75 Year DCF Analysis—Sprint Management Sprint Forecasts

With respect to the discounted cash flow analysis based on the Sprint management Sprintforecasts, to calculate the estimated enterprise value of Sprint using the discounted cash flow method, PJT Partners added (1) Sprint’s projectedafter-tax unlevered free cash flows for the nine months ended December 31, 2018 and the calendar years 2019 through 2022 (which we refer to in this section entitled “—Opinion of PJT Partners” as the “4.75 year DCF analysis”) based on the Sprint management Sprint forecasts to (2) ranges of “terminal values” of

Sprint as of December 31, 2022, and discounted such amount to its present value as of March 31, 2018 using a range of selected discount rates. PJT Partners applied the same exit multiple range of 6.5x to 7.5x to Sprint’s 2022 calendar year estimated cash adjusted EBITDA(post-SBC) from the Sprint management Sprintforecasts. Theafter-tax unlevered free cash flows and terminal values were similarly discounted to present value as of March 31, 2018 using discount rates ranging from 6.75% to 7.75%, determined based on PJT Partners’ analysis of Sprint’s weighted average cost of capital. The following summarizes the results of these calculations:


Sprint Standalone 4.75 Year DCF Analysis		Implied Prices per Share of Sprint Common Stock
Sprint management Sprint forecasts		$7.52 – $10.07

T-Mobile Standalone—8.75 Year DCF Analysis,T-Mobile ManagementT-Mobile Forecasts

In order to estimate the present value ofT-Mobile common stock as of March 31, 2018, PJT Partners performed a discounted cash flow analysis ofT-Mobile.

To calculate the estimated enterprise value ofT-Mobile on a standalone basis using the discounted cash flow method, PJT Partners added(1) T-Mobile’s projectedafter-tax unlevered free cash flows for the 8.75 year DCF analysis period based on theT-Mobile managementT-Mobile forecasts to (2) ranges of “terminal values” ofT-Mobile as of December 31, 2026, and discounted such amount to its present value as of March 31, 2018 using a range of selected discount rates. The residual value ofT-Mobile at the end of the projection period, or “terminal value,” was estimated by applying the exit multiple range of 7.0x to 8.0x toT-Mobile’s 2026E cash adjusted EBITDA(post-SBC) from theT-Mobile managementT-Mobile forecasts. Theafter-tax unlevered free cash flows and terminal values were then discounted to present value as of March 31, 2018 using discount rates ranging from 6.25% to 7.25%. This range of discount rates was selected based on PJT Partners’ analysis ofT-Mobile’s weighted average cost of capital. PJT Partners then calculated a range of implied equity values per share ofT-Mobile common stock by subtracting debt, as of March 31, 2018, from, and adding cash, as of March 31, 2018, and the present value of certain net operating losses of approximately $1.8 billion as of March 31, 2018 based on the NOL forecasts as calculated by PJT Partners using a discount rate of 5.75% to, the estimated enterprise value derived using the discounted cash flow method and dividing such amounts by the fully diluted number of shares ofT-Mobile common stock as of April 26, 2018. The following summarizes the results of these calculations:


T-Mobile Standalone 8.75 Year DCF Analysis		Implied Prices per Share of T-Mobile Common Stock
T-Mobile managementT-Mobile forecasts		$67.96 – $84.70

Implied Exchange Ratio Without and With Synergies—8.75 Year DCF Analysis

Based on the range of implied equity values per share for Sprint and the range of implied equity values per share forT-Mobile that were calculated by PJT Partners in its respective 8.75 year DCF analyses, PJT Partners calculated a range of implied exchange ratios forT-Mobile common stock per share of Sprint common stock. PJT Partners calculated the high end of the implied exchange ratio range by dividing the high value of the Sprint implied equity values per share from the 8.75 year DCF analysis by the high value of theT-Mobile implied

equity values per share from the 8.75 year DCF analysis. PJT Partners calculated the low end of the implied exchange ratio range by dividing the low value of the Sprint implied equity values per share from the 8.75 year DCF analysis by the low value of theT-Mobile implied equity values per share from the 8.75 year DCF analysis. The result of this analysis, as compared to the exchange ratio pursuant to the business combination agreement, was an implied exchange ratio range of 0.08716x – 0.09687x.

In respect of the 8.75 year DCF analyses forT-Mobile and Sprint, PJT also calculated a range of implied exchange ratios for Sprint common stock per share ofT-Mobile common stock, for purposes of which the value of Sprint based on a merger withT-Mobile included a net present value of $43.6 billion of net synergies based upon the estimated synergies (net of any costs to achieve the estimated synergies), as directed byT-Mobile’s management. The result of this analysis, as compared to the exchange ratio pursuant to the business combination agreement, was an implied exchange ratio range of 0.22018x – 0.24083x.

Contribution Analysis

PJT Partners also performed a contribution analysis in which it reviewed and compared Sprint’s andT-Mobile’s respective cumulative levered free cash flows in terms of their contribution to the combined company. PJT Partners calculated Sprint’s andT-Mobile’s respective cumulative levered free cash flows (after giving effect to stock-based compensation expense) for the 2019 through 2023 calendar years (which we refer to in this section entitled “—Opinion of PJT Partners” as “2019E–2023E cumulative levered FCF(post-SBC)”) and for the 2019 through 2026 calendar years (which we refer to in this section entitled “—Opinion of PJT Partners” as “2019E–2026E cumulative levered FCF(post-SBC)”) based on theT-Mobile management Sprint forecasts and theT-Mobile managementT-Mobile forecasts, as applicable, to derive Sprint’s andT-Mobile’s implied equity ownership split in the combined company. Based on the implied ownership percentages for Sprint stockholders andT-Mobile stockholders, PJT Partners then calculated an implied exchange ratio forT-Mobile common stock per share of Sprint common stock of (1) 0.06692x based on 2019E–2023E cumulative levered FCF(post-SBC) and (2) 0.08829x based on 2019E–2026E cumulative levered FCF(post-SBC).

“Has / Gets” Analysis

PJT Partners performed a “Has / Gets” analysis in order to compare (1) the standaloneDCF-based per share value ofT-Mobile to (2) theDCF-based per share value of the combined company, giving effect to the completion of the merger transactions, in each case from the perspective of the holders ofT-Mobile common stock. For purposes of the “Has / Gets” analysis, PJT Partners calculated theDCF-based standalone value ofT-Mobile based on PJT Partners’ 8.75 year DCF analysis forT-Mobile at themid-point of the discount rates and exit multiples used in such analysis. For purposes of the “Has / Gets” analysis, PJT Partners calculated theDCF-based value of the combined company, giving effect to the completion of the merger transactions, to the holders of shares ofT-Mobile common stock based on (a) their implied ownership percentage in the combined company at the exchange ratio pursuant to the business combination agreement and (b) theDCF-based value of the combined company calculated based on PJT Partners’ discounted cash flow analysis for the combined company, as described below, at themid-points of discount rates and exit multiples used in such analysis. PJT Partners calculated the estimated enterprise value of the combined company on a pro forma basis using the discounted cash flow method utilized by PJT Partners with respect to Sprint andT-Mobile described above (i) based on (A) each of Sprint’s andT-Mobile’s projectedafter-tax unlevered free cash flows for the nine months ended December 31, 2018 based on theT-Mobile management Sprint forecasts and theT-Mobile managementT-Mobile forecasts, respectively, and (B) the combined company’s projectedafter-tax unlevered free cash flows for the calendar years 2019 through 2026 based on the combined company forecasts (which reflected the estimated synergies, as directed byT-Mobile’s management) and (ii) (A) applying an exit multiple range of 7.0x to 8.0x to the combined company’s 2026E cash adjusted EBITDA(post-SBC) from the combined company projections and (B) discount rates ranging from 6.50% to 7.50%. PJT Partners then calculated a range of implied equity values per share ofT-Mobile common stock, giving effect to the completion of the merger transactions, by subtracting estimated debt for the combined company (including estimated transaction expenses,

as directed byT-Mobile’s management), as of March 31, 2018, from and adding estimated cash for the combined company, as of March 31, 2018, and the present value of certain estimated net operating losses of the combined company of approximately $7.2 billion as of March 31, 2018 based on the NOL forecasts as calculated by PJT Partners using a discount rate of 7.00% to, the estimated enterprise value derived using the discounted cash flow method and dividing such amounts by the pro forma share count ofT-Mobile common stock, giving effect to the completion of the merger transactions, at the exchange ratio pursuant to the business combination agreement. The result of PJT Partners’ analysis for theDCF-based standalone value ofT-Mobile was an implied price of $76.06 per share ofT-Mobile common stock. The result of PJT Partners’ analysis for theDCF-based value of the combined company was an implied price of $107.98 per share ofT-Mobile common stock, giving effect to the completion of the merger transactions, representing an increase inDCF-based value of approximately 42% in respect of a share ofT-Mobile common stock.

Other Information

PJT Partners also observed the additional factors described below, which were not considered part of its financial analyses in connection with rendering its opinion, but were referenced solely for informational purposes:

•

Historical Stock Price Trading Analysis: PJT Partners reviewed the historical trading prices of Sprint common stock andT-Mobile common stock during the52-week period ending April 26, 2018, which indicated (1) low and high prices of Sprint common stock during such52-week period of $4.81 to $9.22 and (2) low and high prices ofT-Mobile common stock during such period of $54.60 to $68.88;

•

Discounted Analyst Price Target Analysis: PJT Partners reviewed publicly available Wall Street research analysts’ standalone share price targets in the next 12 months for each of Sprint common stock andT-Mobile common stock. After excluding each of the highest and lowest standalone share price targets for each of Sprint common stock andT-Mobile common stock, the remaining share price targets indicated (1) a target share price range for Sprint common stock of $4.20 to $6.40 (reflecting the discounting of such price targets to March 31, 2018 using Sprint’s estimated cost of equity of 9.25% and rounding to the nearest $0.05) and (2) a target share price range forT-Mobile common stock of $64.85 to $71.15 (reflecting the discounting of such price targets to March 31, 2018 usingT-Mobile’s estimated cost of equity of 8.00% and rounding to the nearest $0.05); and

•

Discounted Analyst Price Target Analysis—Implied Exchange Ratio: Based on the publicly available Wall Street research analysts’ target share price range of implied equity values per share for Sprint andT-Mobile that were reviewed by PJT Partners, PJT Partners calculated a range of implied exchange ratios forT-Mobile common stock per share of Sprint common stock. PJT Partners calculated the high end of the implied exchange ratio range by dividing the high value of the Sprint implied equity values per share from the discounted analyst price targets by the high value of theT-Mobile implied equity values per share from the discounted analyst price targets. PJT Partners calculated the low end of the implied exchange ratio range by dividing the low value of the Sprint implied equity values per share from the discounted analyst price targets by the low value of theT-Mobile implied equity values per share from the discounted analyst price targets. The result of this analysis, as compared to the exchange ratio pursuant to the business combination agreement, was an implied exchange ratio range of 0.06476x – 0.08995x.

General

determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable toT-Mobile or Sprint or the contemplated transaction.

PJT Partners prepared these analyses for purposes of PJT Partners providing its opinion to theT-Mobile board of directors as to the fairness, as of the date of the opinion, of the exchange ratio pursuant to the business combination agreement toT-Mobile from a financial point of view. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none ofT-Mobile, Sprint, PJT Partners or any other person assumes responsibility if future results are materially different from those forecast.

PJT Partners is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. TheT-Mobile board of directors selected PJT Partners because of its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally and in the U.S. wireless industry specifically.

PJT Partners is acting as financial advisor toT-Mobile with respect to the merger transactions. As compensation for its services in connection with the merger transactions,T-Mobile paid PJT Partners $3.0 million upon the delivery of PJT Partners’ opinion. Compensation of $20.0 million, less the amount of the opinion fee previously paid, will be payable byT-Mobile to PJT Partners upon the closing of the merger. In addition, at the sole discretion ofT-Mobile, a discretionary fee of up to $10.0 million may be payable to PJT Partners upon the closing of the merger. Furthermore,T-Mobile has agreed to reimburse PJT Partners forout-of-pocket expenses and to indemnify PJT Partners for certain liabilities arising out of the performance of such services (including the rendering of its opinion).

In the ordinary course of its and its affiliates’ businesses, PJT Partners and its affiliates may provide investment banking and other financial services toT-Mobile, Sprint or their respective affiliates and may receive compensation for the rendering of these services. During the two years preceding the date of PJT Partners’ opinion, PJT Partners and certain of its affiliated entities were advising or have advised (1) the audit committee ofT-Mobile in connection with certain financings by Deutsche Telekom, for which PJT Partners received customary compensation, (2) SoftBank in connection with an investment unrelated to the merger transactions, for which PJT Partners received customary compensation, (3) OneWeb, in which SoftBank owns anon-controlling equity stake, in connection with a potential transaction unrelated to the merger transactions, for which PJT Partners may in the future receive customary compensation, and (4) Ligado Networks LLC, in which Fortress Investment Group LLC, which has become a subsidiary of SoftBank subsequent to PJT Partners’ mandate, owns a significant investment, on matters unrelated to the merger transactions, for which PJT Partners may in the future receive customary compensation. For its financial advisory services toT-Mobile during the two years preceding the date of the PJT Partners’ opinion, PJT Partners has received compensation in an aggregate amount of $500,000. For its financial advisory services to SoftBank during the two years preceding the date of PJT Partners’ opinion, PJT Partners has received compensation in an aggregate amount of $5,000,000. PJT Partners may also in the future provide investment banking and other financial services toT-Mobile, Deutsche Telekom and SoftBank and their respective affiliates for which it may receive compensation.

Opinion of Goldman Sachs

At a meeting of theT-Mobile board of directors, Goldman Sachs rendered its oral opinion, subsequently confirmed in its written opinion dated April 29, 2018, that, as of the date of its written opinion and based upon

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and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the exchange ratio pursuant to the business combination agreement was fair from a financial point of view toT-Mobile.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

•

the business combination agreement;

•

annual reports to stockholders and Annual Reports onForm 10-K ofT-Mobile and Sprint for the five fiscal years ended December 31, 2017 and March 31, 2017, respectively;

•

certain interim reports to stockholders and Quarterly Reports onForm 10-Q ofT-Mobile and Sprint;

•

certain other communications fromT-Mobile and Sprint to their respective stockholders;

•

certain publicly available research analyst reports forT-Mobile and Sprint;

•

certain internal financial analyses and forecasts for Sprint prepared by its management (which we refer to as the Sprint management Sprint forecasts and which are summarized under “—Sprint Unaudited Prospective Financial Information”); and

•

certain internal financial analyses and forecasts forT-Mobile on a standalone basis (which we refer to as theT-Mobile managementT-Mobile forecasts), and for the combined company on a pro forma basis giving effect to the completion of the merger transactions (which we refer to as the combined company forecasts), and certain financial analyses and forecasts for Sprint (which we refer to as theT-Mobile management Sprint forecasts), in each case, as prepared by the management ofT-Mobile and approved for Goldman Sachs’ use byT-Mobile (which we refer to in this section entitled “—Opinion of Goldman Sachs,” collectively, as the“T-Mobile forecasts”) and which are summarized under “—T-Mobile Unaudited Prospective Financial Information” and “—Sprint Unaudited Prospective Financial Information,” and certain operating synergies projected by the management ofT-Mobile based in part on inputs from and discussions with Sprint management to result from the merger (which we refer to as the estimated synergies), as approved for Goldman Sachs’ use byT-Mobile.

Goldman Sachs also held discussions with members of the senior managements ofT-Mobile and Sprint regarding their assessment of the past and current business operations, financial condition and future prospects of Sprint and with the members of senior management ofT-Mobile regarding their assessment of the past and current business operations, financial condition and future prospects ofT-Mobile and the strategic rationale for, and the potential benefits of, the merger transactions; reviewed the reported price and trading activity for the shares ofT-Mobile common stock and the shares of Sprint common stock; compared certain financial and stock market information forT-Mobile and Sprint with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the telecommunications industry and in other industries; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the consent of theT-Mobile board of directors, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting

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and other information provided to, discussed with or reviewed by Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the consent of theT-Mobile board of directors that theT-Mobile forecasts and the estimated synergies were reasonably prepared on a basis reflecting the best then available estimates and judgments of the management ofT-Mobile. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or otheroff-balance-sheet assets and liabilities) ofT-Mobile or Sprint or any of their respective subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the completion of the merger transactions would be obtained without any adverse effect onT-Mobile or Sprint or on the expected benefits of the merger transactions in any way meaningful to Goldman Sachs’ analysis. Goldman Sachs also assumed that the merger transactions would be completed on the terms set forth in the business combination agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision ofT-Mobile to engage in the merger transactions, or the relative merits of the merger transactions as compared to any strategic alternatives that may be available toT-Mobile; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view toT-Mobile, as of the date of the opinion, of the exchange ratio pursuant to the business combination agreement. Goldman Sachs did not express any view on, and its opinion does not address, any other term or aspect of the business combination agreement, or the merger transactions or any term or aspect of any other agreement or instrument contemplated by the business combination agreement or entered into or amended in connection with the merger transactions, including those agreements contemplated by section 2.6 of the business combination agreement, the fairness of the merger transactions to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies ofT-Mobile; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees ofT-Mobile or Sprint, or any class of such persons in connection with the merger transactions, whether relative to the exchange ratio pursuant to the business combination agreement or otherwise. Goldman Sachs did not express any opinion as to the prices at which shares ofT-Mobile common stock would trade at any time or as to the impact of the merger transactions on the solvency or viability ofT-Mobile, Deutsche Telekom, Sprint or SoftBank or the ability ofT-Mobile, Deutsche Telekom, Sprint or SoftBank to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion, and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ advisory services provided toT-Mobile and its opinion were provided for the information and assistance of theT-Mobile board of directors in connection with its consideration of the merger transactions and the opinion does not constitute a recommendation as to how any holder of shares ofT-Mobile common stock should vote with respect to the merger transactions or any other matter. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

Summary of Financial Analyses

The following is a summary of the material financial analyses delivered by Goldman Sachs to theT-Mobile board of directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 26, 2018 and is not necessarily indicative of current market conditions.

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Illustrative Sprint Financial Analysis

Implied Premia and Multiples Analysis

Goldman Sachs calculated and compared certain premia and multiples using various prices per share ofT-Mobile common stock and Sprint common stock and various implied values for the 0.10256 of a share ofT-Mobile common stock to be paid byT-Mobile for each share of Sprint common stock based on various prices per share ofT-Mobile common stock.

Goldman Sachs calculated implied values for the 0.10256 of a share ofT-Mobile common stock to be paid byT-Mobile for each share of Sprint common stock (which we refer to in this section entitled “—Opinion of Goldman Sachs” as an “implied price per Sprint share”) by multiplying the exchange ratio by:

•

$59.74, the closing price for the shares ofT-Mobile common stock on April 9, 2018, the last completed trading day beforeThe Wall Street Journal reported on April 10, 2018 thatT-Mobile and Sprint had recommenced negotiations regarding a possible business combination transaction (which we refer to in this section entitled “—Opinion of Goldman Sachs” as the“T-Mobile undisturbed share price”);

•

$64.10, the closing price for shares ofT-Mobile common stock on April 26, 2018, the last completed trading day before Goldman Sachs delivered its opinion to theT-Mobile board of directors (which we refer to in this section entitled “—Opinion of Goldman Sachs” as the“T-Mobileat-market share price”);

•

$61.89, the volume-weighted average trading price (which we refer to in this section entitled “—Opinion of Goldman Sachs” as the “VWAP”) of the shares ofT-Mobile common stock over the30-calendar day period ended April 9, 2018;

•

$61.99, the VWAP of the shares ofT-Mobile common stock over the90-calendar day period ended April 9, 2018; and

•

$62.36, the VWAP of the shares ofT-Mobile common stock over the12-month period ended April 9, 2018.

The results of these calculations were as follows:


T-Mobile Reference Share Price	Implied Price per Sprint Share at 0.10256x Exchange Ratio
T-Mobile undisturbed share price	$	6.13
T-Mobileat-market share price	$	6.57
30-day VWAP	$	6.35
90-day VWAP	$	6.36
12-month VWAP	$	6.40

Goldman Sachs calculated and compared the implied premia (discounts) represented by:

•

$6.13, the implied price per Sprint share calculated based on theT-Mobile undisturbed share price, compared to $5.14, the closing price for shares of Sprint common stock as of April 9, 2018, the last completed trading day before The Wall Street Journal reported thatT-Mobile and Sprint had recommenced negotiations regarding a possible business combination transaction (which we refer to in this section entitled “—Opinion of Goldman Sachs” as the “Sprint undisturbed share price”);

•

$6.57, the implied price per Sprint share calculated based on theT-Mobileat-market share price, compared to $6.00, the closing price for shares of Sprint common stock on April 26, 2018, the last completed trading day before Goldman Sachs delivered its opinion to theT-Mobile board of directors (which we refer to in this section entitled “—Opinion of Goldman Sachs” as the “Sprintat-market share price”);

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•

$6.35, the implied price per Sprint share calculated based on the VWAP of the shares ofT-Mobile common stock over the30-calendar day period ended April 9, 2018, compared to $5.12, the VWAP of the shares of Sprint common stock over the same30-calendar day period;

•

$6.36, the implied price per Sprint share calculated based on the VWAP of the shares ofT-Mobile common stock over the90-calendar day period ended April 9, 2018, compared to $5.30, the VWAP of the shares of Sprint common stock over the same90-calendar day period; and

•

$6.40, the implied price per Sprint share calculated based on the VWAP of the shares ofT-Mobile common stock over the12-month period ended April 9, 2018, compared to $6.86, the VWAP of the shares of Sprint common stock over the same12-month period.

The results of these calculations and comparisons are as follows:


Reference Share Prices	Implied Premium (Discount)
T-Mobile undisturbed share price and Sprint undisturbed share price		19.2	%
T-Mobileat-market share price and Sprintat-market share price		9.6	%
30-day VWAP ofT-Mobile common Stock and of Sprint common stock		24.0	%
90-day VWAP ofT-Mobile common Stock and of Sprint common stock		20.1	%
12-month VWAP ofT-Mobile common Stock and of Sprint common stock		(6.8	)%

Goldman Sachs calculated the expected relative ownership of shares ofT-Mobile common stock as the common stock of the combined company (after giving effect to the completion of the merger transactions) held by each of Deutsche Telekom, the stockholders ofT-Mobile prior to the completion of the merger transactions other than Deutsche Telekom, SoftBank and the stockholders of Sprint prior to the completion of the merger transactions other than SoftBank, based on capitalization information provided byT-Mobile management for each ofT-Mobile and Sprint and the number of shares ofT-Mobile common stock expected to be outstanding upon completion of the merger transactions, based on the exchange ratio, calculated using information provided byT-Mobile management. The results of these calculations are as follows:


Stockholder	Ownership Percentage in Combined Company
Deutsche Telekom		41.7	%
OtherT-Mobile stockholders		25.3	%
AllT-Mobile stockholders		67.0	%
SoftBank		27.4	%
Other Sprint stockholders		5.6	%
All Sprint stockholders		33.0	%
All stockholders, other than Deutsche Telekom and SoftBank		30.9	%

In addition, Goldman Sachs calculated implied equity values for Sprint on a standalone basis by multiplying each of the Sprint undisturbed share price, the Sprintat-market share price, and each of the implied prices per Sprint share calculated by Goldman Sachs based on the exchange ratio as described above, by the number of fully diluted shares of Sprint common stock outstanding as of April 25, 2018, calculated using information provided by Sprint management and approved for Goldman Sachs’ use byT-Mobile. Goldman Sachs then

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calculated implied enterprise values for Sprint on a standalone basis by adding to the equity values calculated as described above Sprint’s net debt (calculated as debt plus tower obligations less cash and cash equivalents, which, with respect to Sprint,T-Mobile and the combined company, we refer to in this section entitled “—Opinion of Goldman Sachs” as “net debt”) as of March 31, 2018 as provided by Sprint management and approved for Goldman Sachs’ use byT-Mobile, and subtracting the illustrative net present value of approximately $4.2 billion calculated by Goldman Sachs as of March 31, 2018 of Sprint’s net operating losses and tax asset utilization, as provided byT-Mobile management and reflected in theT-Mobile management Sprint forecasts (derived using a discount rate of 9.0% at the direction ofT-Mobile management).

Goldman Sachs also calculated implied equity values forT-Mobile on a standalone basis by multiplying theT-Mobile undisturbed share price and theT-Mobileat-market share price by the number of fully diluted shares of T-Mobile common stock outstanding as of April 25, 2018, calculated using information provided byT-Mobile management. Goldman Sachs then calculated implied enterprise value forT-Mobile on a standalone basis by adding to the equity values calculated as described aboveT-Mobile’s net debt as of March 31, 2018 provided byT-Mobile management and subtracting the illustrative net present value of approximately $1.6 billion calculated by Goldman Sachs as of March 31, 2018 ofT-Mobile’s net operating losses and tax asset utilization, as provided byT-Mobile management and reflected in theT-Mobile managementT-Mobile forecasts (derived using a discount rate of 8.0% at the direction ofT-Mobile management).

Using the foregoing, Goldman Sachs calculated the following multiples:

•

each of the foregoing implied enterprise values of Sprint on a standalone basis, as a multiple of estimated earnings before interest, taxes, depreciation and amortization, less leasing revenue (taking into account stock based compensation costs) (which we refer to in this section entitled “—Opinion of Goldman Sachs” as “core EBITDA”) of Sprint for calendar years 2018 and 2019, as reflected in theT-Mobile forecasts;

•

each of the foregoing implied enterprise values ofT-Mobile on a standalone basis, as a multiple of core EBITDA ofT-Mobile for fiscal years 2018 and 2019, as reflected in theT-Mobile forecasts;

•

each of the foregoing implied enterprise values of Sprint on a standalone basis, as a multiple of core EBITDA minus network capital expenditures of Sprint for calendar years 2018 and 2019, as reflected in theT-Mobile forecasts; and

•

each of the foregoing implied enterprise values ofT-Mobile on a standalone basis, as a multiple of core EBITDA minus network capital expenditures ofT-Mobile for fiscal years 2018 and 2019, as reflected in theT-Mobile forecasts.

The results of these calculations were as follows:

Reference Price Per Share:

2018E
EV/Core
EBITDA

2018E
EV/Core
EBITDA—Capex

2019E
EV/Core
EBITDA

2019E
EV/Core
EBITDA—Capex

T-Mobile and Sprint Prices Per Share

T-Mobile undisturbed share price

7.8x

15.9x

7.3x

14.0x

Sprint undisturbed share price

6.7x

22.5x

6.4x

16.7x

T-Mobileat-market share price

8.1x

16.7x

7.6x

14.7x

Sprintat-market share price

7.2x

24.2x

6.8x

17.9x

Sprint Implied Price Per Share at 0.10256x Exchange Ratio

Based onT-Mobile undisturbed share price

7.2x

24.4x

6.9x

18.1x

Based onT-Mobileat-market share price

7.5x

25.3x

7.1x

18.8x

Based onT-Mobile30-day VWAP

7.4x

24.9x

7.0x

18.4x

Based onT-Mobile90-day VWAP

7.4x

24.9x

7.0x

18.5x

Based onT-Mobile12-month VWAP

7.4x

25.0x

7.0x

18.5x

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Illustrative Discounted Cash Flow Analysis

Using theT-Mobile forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on Sprint on a standalone basis to derive a range of illustrative present values per share of Sprint common stock on a standalone basis, excluding estimated synergies.

Using discount rates ranging from 8.5% to 9.5%, reflecting estimates of Sprint’s weighted average cost of capital, Goldman Sachs derived a range of implied enterprise values for Sprint by discounting to present value, as of March 31, 2018, (1) estimates of the unlevered free cash flow, excluding estimated synergies, to be generated by Sprint for the period from March 31, 2018 to December 31, 2026 derived from theT-Mobile forecasts and (2) a range of implied terminal values for Sprint as of December 31, 2026, calculated by applying perpetuity growth rates ranging from 1.5% to 2.5% to the estimate of the terminal year unlevered free cash flow of Sprint, derived from theT-Mobile forecasts (which analysis implied multiples of the implied terminal values derived for Sprint to core EBITDA of Sprint for the four quarter period ended December 31, 2026 ranging from 6.0x to 8.1x and multiples of the implied enterprise values derived for Sprint to core EBITDA of Sprint for the four quarter period ended December 31, 2018 ranging from 6.1x to 8.0x). Goldman Sachs derived the range of discount rates by application of the capital asset pricing model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally (which we refer to in this section entitled “—Opinion of Goldman Sachs” as the “CAPM”). The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account theT-Mobile forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived a range of illustrative enterprise values for Sprint by adding the ranges of present values it derived as described above. Goldman Sachs subtracted from the range of implied enterprise values Sprint’s net debt as of March 31, 2018 as provided by Sprint management, and added the illustrative net present value of approximately $4.2 billion calculated by Goldman Sachs as of March 31, 2018 (derived using a discount rate of 9.0% at the direction ofT-Mobile management) of net operating losses and tax asset utilization of Sprint as provided byT-Mobile management, to derive a range of illustrative equity values for Sprint. Goldman Sachs divided the range of illustrative equity values by the total number of fully diluted shares of Sprint common stock outstanding as of April 25, 2018, calculated using information provided by Sprint management, to derive a range of implied present values per share of Sprint common stock of $4.15 to $7.51.

Selected Publicly Traded Companies Analysis

Using publicly available information, Goldman Sachs compared certain ratios with respect to the implied enterprise values of Sprint andT-Mobile derived as described under the heading “—Implied Premia and Multiples Analysis” above, as well as financial and operating information for Sprint andT-Mobile, with corresponding information for the following selected group of publicly traded companies in the U.S. wireless communications industry:

•

AT&T Inc. (pro forma for the Time Warner transaction); and

•

Verizon Communications Inc.

Goldman Sachs calculated an implied enterprise value for AT&T and Verizon by multiplying their respective closing share prices as of April 26, 2018 by the number of fully diluted shares of each to derive an implied equity value for each of AT&T and Verizon, as applicable, and adding to the resulting equity values the amount of each company’s (1) net debt,(2) post-tax unfunded pension liability as of December 31, 2017 at a 25% tax rate, and (3) minority interest and investments in affiliates. All such numbers and amounts were calculated based on information in AT&T and Verizon’s respective publicly available SEC filings.

Using estimates of core EBITDA and network capital expenditures for 2018 and 2019 for each of AT&T and Verizon derived from Wall Street research analyst consensus estimates and the implied enterprise values it calculated for each company as described above, Goldman Sachs calculated implied enterprise value as a

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multiple of (1) estimated core EBITDA for 2018 and 2019, respectively, and (2) estimated core EBITDA minus network capital expenditures for 2018 and 2019, respectively. Goldman Sachs also calculated the implied levered free cash flow yield for 2019 for each of AT&T and Verizon by dividing estimates of the levered free cash flow (defined as cash flow from operations less network capital expenditures) for 2019 for each of AT&T and Verizon derived from Wall Street research analyst consensus estimates by the implied equity values it calculated for each company as described above.

The results of these calculations were as follows:


	AT&T	Verizon
2018E EV/Core EBITDA	7.1x	7.2x
2019E EV/Core EBITDA	6.9x	7.1x
2018E EV/Core EBITDA—Capex	11.3x	11.5x
2019E EV/Core EBITDA—Capex	11.1x	11.2x
2019E Levered Free Cash Flow Yield	11.4%	9.1%

Although neither of the selected companies is directly comparable to Sprint orT-Mobile, Goldman Sachs selected these companies because they are publicly traded companies that operate in the U.S. wireless communications industry with certain operations that for purposes of analysis may be considered similar to certain operations of Sprint andT-Mobile.

Using the information in the table above and the 2018E enterprise value to core EBITDA multiples it calculated for Sprint andT-Mobile based on their respective undisturbed share prices as described aboveunder “—Implied Premia and Multiples Analysis,” and its professional judgment and experience, Goldman Sachs applied a reference range of 2018E enterprise value to core EBITDA multiples of 7.1x (reflecting the 2018E enterprise value to core EBITDA multiple calculated for AT&T) to 7.8x (reflecting the 2018E enterprise value to core EBITDA multiple calculated forT-Mobile based on theT-Mobile undisturbed share price) to the estimate of Sprint’s 2018 core EBITDA reflected in theT-Mobile forecasts to derive a range of implied enterprise values for Sprint. Goldman Sachs subtracted from the range of implied enterprise values Sprint’s net debt as of March 31, 2018 as provided by Sprint management and added the illustrative net present value of approximately $4.2 billion calculated by Goldman Sachs as of March 31, 2018 (derived using a discount rate of 9.0% at the direction ofT-Mobile management) of Sprint’s net operating losses and tax asset utilization, as provided byT-Mobile management and reflected in theT-Mobile forecasts, to derive a range of illustrative equity values for Sprint. Goldman Sachs divided the result by the total number of fully diluted shares of Sprint common stock outstanding as of April 25, 2018, calculated using information provided by Sprint management, to derive a range of implied values per share of Sprint common stock of $5.92 to $7.10.

Selected Precedent Transactions Analysis

Goldman Sachs analyzed certain publicly available information relating to the selected acquisition transactions listed below announced since February 2004 involving target companies in the U.S. wireless communications industry.

Based on information in public filings, press releases and financial media reports relating to the applicable transaction, for each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of:

•

the target company’s core EBITDA (excluding synergies) over the last four quarter period ended prior to the announcement of the applicable transaction (which we refer to in this section entitled “—Opinion of Goldman Sachs” as “trailing core EBITDA”);

•

the target company’s core EBITDA (excluding synergies) over the next completed four quarter period after the announcement of the applicable transaction (which we refer to in this section entitled “—Opinion of Goldman Sachs” as “forward core EBITDA”);

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•

the target company’s core EBITDA (includingrun-rate synergies) over the last four quarter period ended prior to the announcement of the applicable transaction (which we refer to in this section entitled “—Opinion of Goldman Sachs” as “trailing synergized core EBITDA”); and

•

the target company’s core EBITDA (includingrun-rate synergies) over the next completed four quarter period after the announcement of the applicable transaction (which we refer to in this section entitled “—Opinion of Goldman Sachs” as “forward synergized core EBITDA”).

The results of these calculations for each transaction are set forth below:

Date

Acquirer

Target

EV/Trailing
Core
EBITDA

EV/Forward
Core
EBITDA

EV/
Trailing
Synergized

EBITDA

EV/
Forward
Synergized

EBITDA

9/2013

Verizon Communications Inc.

Cellco Partnership, Inc. (d/b/a Verizon Wireless Inc.)

8.9x

8.4x

7/2013

AT&T Inc.

Leap Wireless International, Inc.

8.7x

6/2013

SoftBank Corp.

Sprint Corporation

8.9x

6.9x

5.7x

4.8x

6/2013

SoftBank Corp.

Sprint Corporation

8.0x

6.7x

4.9x

4.4x

10/2012

T-Mobile US, Inc.

MetroPCS Communications, Inc.

6.3x

6.1x

3.7x

3/2011

AT&T Inc.

T-Mobile US, Inc.

7.1x

7.0x

5.0x

11/2008

AT&T Inc.

Centennial Communications Corp.

7.0x

6.9x

6/2008

Cellco Partnership, Inc. (d/b/a Verizon Wireless Inc.)

Alltel Corporation

8.7x

8.3x

6.4x

6.2x

9/2007

T-Mobile US, Inc.

SunCom Wireless Holdings, Inc.

14.2x

11.9x

7/2007

Cellco Partnership, Inc. (d/b/a Verizon Wireless Inc.)

Rural Cellular Corporation

11.4x

10.1x

6/2007

AT&T Inc.

Dobson Communications Corporation

10.4x

9.8x

5/2007

TPG Partners V, L.P., Goldman Sachs Capital Partners VI, L.P.

Alltel Corporation

9.9x

9.1x

1/2005

Alltel Corporation

Western Wireless Corporation

9.4x

8.6x

8.3x

7.7x

12/2004

Sprint Corporation

Nextel Communications, Inc.

8.5x

7.5x

2/2004

Cingular Wireless LLC

AT&T Wireless Services, Inc.

9.9x

7.0x

Maximum

14.2x

11.9x

8.3x

7.7x

Median

8.9x

8.4x

5.7x

5.0x

Average

9.2x

8.4x

5.9x

5.5x

Minimum

6.3x

6.1x

3.7x

While none of the selected transactions or companies that participated in the selected transactions are directly comparable to the merger transactions or Sprint, the selected transactions are all of the transactions since February 2004 that, in Goldman Sachs’ professional judgment, involved target companies with operations that, for the purposes of analysis, may be considered similar to certain of Sprint’s results, market size and services profile.

Based on the results of the foregoing calculations and Goldman Sachs’ analyses of the various transactions and its professional judgment, Goldman Sachs applied a reference range of enterprise value to forward core

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EBITDA multiples of 6.1x (reflecting the minimum enterprise value to forward core EBITDA multiple referenced above) to 8.4x (reflecting the median enterprise value to forward core EBITDA multiple referenced above) to the estimate of Sprint’s 2018 core EBITDA reflected in theT-Mobile forecasts, to derive a range of implied enterprise values for Sprint. Goldman Sachs subtracted from the range of implied enterprise values Sprint’s net debt as of March 31, 2018 as provided by Sprint management and added the illustrative net present value of approximately $4.2 billion calculated by Goldman Sachs as of March 31, 2018 (derived using a discount rate of 9.0% at the direction ofT-Mobile management) of Sprint’s net operating losses and tax asset utilization, as provided byT-Mobile management, to derive a range of illustrative equity values for Sprint. Goldman Sachs divided the results by the total number of fully diluted shares of Sprint common stock outstanding as of April 25, 2018, calculated using information provided by Sprint management, to derive a range of implied values per share of Sprint common stock of $4.17 to $8.26.

Premia Paid Analysis

Based on publicly available information, Goldman Sachs analyzed the premia paid in pending or completed U.S. transactions since 2000 in which the target company had an equity value based on the transaction consideration that was greater than $10 billion, including pending transactions but excluding acquisitions of financial institutions and real estate investment trusts, related party transactions and mergers of equals (defined as transactions announced as mergers of equals or where stockholders of the target company would own 40% or greater of the pro forma entity). Goldman Sachs performed such analysis for all such transactions and separately for such transactions that wereall-stock transactions. With respect to each of these transactions, Goldman Sachs reviewed the implied median premium of the price paid in the transaction to the closing stock price of the target company on the following days:

•

one day prior to the day on which the pendency of the transaction became publicly known due to a leak or an announcement of the transaction (which we refer to in this section entitled “—Opinion of Goldman Sachs” as the “disturbed date”);

•

five trading days prior to the disturbed date;

•

30 trading days prior to the disturbed date; and

•

90 trading days prior to the disturbed date.

With respect to the merger transactions, Goldman calculated implied premia based on an implied price per Sprint share of $6.13, calculated by multiplying the exchange ratio by $59.74, the closing price for the shares ofT-Mobile common stock on April 9, 2018, the last completed trading day beforeThe Wall Street Journal reported on April 10, 2018 thatT-Mobile and Sprint had recommenced negotiations regarding a possible business combination transaction, compared to the closing share price for the Sprint common stock on each of one, five, 30 and 90 trading days prior to April 9, 2018. The following table presents the results of this review:


				Greater than $10 billion Equity Value Deals
Trading Days Before Disturbed Date	Implied Sprint Premium at $6.13 (Exchange Ratio Multiplied by T-Mobile Undisturbed Share Price)			All Transactions			All Stock Transactions
One day		19.2	%		29.6	%		22.0	%
Five days		23.5	%		30.3	%		25.3	%
30 days		14.5	%		34.1	%		24.3	%
90 days		0.9	%		37.6	%		28.0	%

Although none of the selected transactions is directly comparable to the merger transactions, the target companies in the selected transactions were companies with operations, geography and size, and other factors that, for the purposes of analysis, may be considered similar to Sprint, and as such, for purposes of analysis, the selected transactions may be considered similar to the merger transactions.

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Based on its review of the implied premia for the selected transactions and its professional judgment and experience, Goldman Sachs applied a range of illustrative premia of 22.0% to 29.6%, representing the median premium to the price one trading day prior to the disturbed date of theall-stock selected transactions and the median premium to the price one trading day prior to the disturbed date of all the selected transactions, respectively, to the Sprint undisturbed share price, to derive a range of implied values per share of Sprint common stock of $6.27 to $6.66.

Illustrative Transaction Impact toT-Mobile

Illustrative Discounted Cash Flow Analysis.

Using the forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis onT-Mobile on a standalone basis and on the combined company to derive a range of illustrative present values per share ofT-Mobile common stock on a standalone basis and per share ofT-Mobile common stock giving effect to the completion of the merger transactions.

T-Mobile. Using discount rates ranging from 7.5% to 8.5%, reflecting estimates ofT-Mobile’s weighted average cost of capital on a standalone basis, Goldman Sachs derived a range of implied enterprise values forT-Mobile on a standalone basis by discounting to present value, as of March 31, 2018, (1) estimates of the unlevered free cash flow to be generated byT-Mobile on a standalone basis for the period from March 31, 2018 to December 31, 2026 derived from theT-Mobile forecasts and (2) a range of illustrative terminal values forT-Mobile on a standalone basis as of December 31, 2026, calculated by applying illustrative perpetuity growth rates ranging from 1.5% to 2.5% to the estimate of the terminal year unlevered free cash flow ofT-Mobile on a standalone basis, derived from theT-Mobile forecasts (which analysis implied multiples of the implied terminal values derived forT-Mobile on a standalone basis to core EBITDA ofT-Mobile on a standalone basis for the four quarter period ended December 31, 2026 ranging from 6.3x to 8.8x and multiples of the implied enterprise values derived forT-Mobile on a standalone basis to core EBITDA ofT-Mobile on a standalone basis for the four quarter period ended December 31, 2018 ranging from 7.5x to 9.9x). Goldman Sachs derived the range of discount rates by application of the CAPM. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account theT-Mobile forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived a range of illustrative enterprise values forT-Mobile on a standalone basis by adding the ranges of present values it derived as described above. Goldman Sachs then subtracted from the range of illustrative enterprise valuesT-Mobile’s net debt as of March 31, 2018 as provided byT-Mobile management, and added the illustrative net present value of approximately $1.6 billion calculated by Goldman Sachs as of March 31, 2018 (derived using a discount rate of 8.0% at the direction ofT-Mobile management) of net operating losses and tax asset utilization ofT-Mobile on a standalone basis as provided byT-Mobile management, to derive a range of illustrative equity values forT-Mobile on a standalone basis. Goldman Sachs divided the range of illustrative equity values by the total number of fully diluted shares ofT-Mobile common stock outstanding as of April 25, 2018, calculated using information provided byT-Mobile management, to derive a range of implied present values per share ofT-Mobile common stock on a standalone basis of $55.79 to $85.24.

Combined Company. Using discount rates ranging from 7.5% to 8.5%, reflecting estimates of the combined company’s weighted average cost of capital, Goldman Sachs derived a range of implied enterprise values for the combined company by discounting to present value, as of March 31, 2018, (1) estimates of the unlevered free cash flow to be generated by the combined company for the period from March 31, 2018 to December 31, 2026 derived from theT-Mobile forecasts and (2) a range of illustrative terminal values for the combined company as of December 31, 2026, calculated by applying illustrative perpetuity growth rates ranging from 1.5% to 2.5% to the estimate of the terminal year unlevered free cash flow of the combined company, derived from theT-Mobile forecasts (which analysis implied multiples of the implied terminal values derived for the combined company to core EBITDA of the combined company for the four quarter period ended December 31, 2026 ranging from 7.6x to 10.7x and multiples of the implied enterprise values derived for the combined company to core EBITDA of the

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combined company for the four quarter period ended December 31, 2018 ranging from 7.6x to 10.5x). Goldman Sachs derived the range of discount rates by application of the CAPM. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account theT-Mobile forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived a range of illustrative enterprise values for the combined company by adding the ranges of present values it derived as described above. Goldman Sachs then subtracted from the range of illustrative enterprise values the combined company’s net debt as of March 31, 2018 reflected in theT-Mobile forecasts, and added the illustrative net present value of approximately $7.1 billion calculated by Goldman Sachs as of March 31, 2018 (derived using a discount rate of 8.0% at the direction ofT-Mobile management) of net operating losses and tax asset utilization of the combined company as provided byT-Mobile management, to derive a range of illustrative equity values for the combined company. Goldman Sachs divided the range of illustrative equity values by the total number of fully diluted shares ofT-Mobile common stock expected to be outstanding as of April 25, 2018 (after giving effect to the completion of the merger transactions), based on the exchange ratio, calculated using information provided byT-Mobile management, to derive a range of implied present values per share ofT-Mobile common stock (after giving effect to the completion of the merger transactions) of $96.87 to $150.95.

Illustrative Equity Value Analysis.

Goldman Sachs also performed an illustrative equity value analysis of the combined company based on undisturbed equity values and illustrative net present value of the estimated synergies. Based on theT-Mobile forecasts, Goldman Sachs derived a range of illustrative equity values for the combined company by adding (1) the implied equity value ofT-Mobile on a standalone basis at theT-Mobile undisturbed share price calculated as described above under “—Implied Premia and Multiples Analysis,” (2) the implied equity value of Sprint at the Sprint undisturbed share price calculated as described above under “—Implied Premia and Multiples Analysis,” and (3) a range of net present values of $41.5 billion to $60.8 billion, as of December 31, 2018, of the estimated synergies estimated to be generated through December 31, 2026 as reflected in the estimated synergies (net of any costs to achieve the estimated synergies), calculated using a discount rate of 8% at the direction ofT-Mobile management and sensitized for 0.0% perpetuity growth rate and $2.1 billion of potential transaction implementation costs to 2.5% perpetuity growth rate and $0 of potential transaction implementation costs. The range of potential transaction implementation costs was chosen at the direction ofT-Mobile management. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account theT-Mobile forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs divided the range of illustrative equity values by the total number of fully diluted shares ofT-Mobile common stock expected to be outstanding as of April 25, 2018 (after giving effect to the completion of the merger transactions), based on the exchange ratio, calculated using information provided byT-Mobile management, to derive a range of implied present values per share ofT-Mobile common stock (after giving effect to the completion of the merger transactions) of $88.58 to $103.46.

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable toT-Mobile or Sprint or the merger transactions.

Goldman Sachs prepared these analyses for purposes of providing its opinion to theT-Mobile board of directors as to the fairness from a financial point of view toT-Mobile, as of the date of the opinion, of the

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exchange ratio pursuant to the business combination agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of T-Mobile, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The exchange ratio was determined througharm’s-length negotiations betweenT-Mobile and Sprint and was approved by theT-Mobile board of directors. Goldman Sachs provided advice toT-Mobile during these negotiations. Goldman Sachs did not, however, recommend any specific exchange ratio toT-Mobile or that any specific exchange ratio constituted the only appropriate consideration for the merger transactions.

As described above, Goldman Sachs’ opinion to theT-Mobile board of directors was one of many factors taken into consideration by theT-Mobile board of directors in making its determination to approve the business combination agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the delivery of its fairness opinion to theT-Mobile board of directors and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex I to this joint consent solicitation statement/prospectus.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial andnon-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which theyco-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments ofT-Mobile, Sprint, Deutsche Telekom, SoftBank and any of their respective affiliates and, as applicable, portfolio companies, and third parties, or any currency or commodity that may be involved in the merger transactions. Goldman Sachs has acted as financial advisor toT-Mobile and Deutsche Telekom in connection with, and has participated in certain of the negotiations leading to, the merger transactions. Goldman Sachs expects to receive fees fromT-Mobile and Deutsche Telekom for its services in connection with the merger transactions, all of which are contingent upon completion of the merger, andT-Mobile and Deutsche Telekom have agreed to reimburse certain of Goldman Sachs’ expenses arising, and indemnify Goldman Sachs against certain liabilities that may arise, out of its engagement. At the request of theT-Mobile board of directors, affiliates of Goldman Sachs have entered into financing commitments and agreements to provideT-Mobile with senior secured credit facilities, a senior secured bridge loan facility, and a senior unsecured bridge loan facility in connection with the completion of the merger, in each case subject to the terms of such commitments and agreements. The actual amount of aggregate fees received and to be received by Goldman Sachs and its affiliates in connection with this debt financing will depend upon, among other things, the timing of reductions of the bridge loan commitments,T-Mobile’s credit rating and the issuance costs for such debt financing.T-Mobile estimates that Goldman Sachs and its affiliates will in the aggregate receive approximately $33.9 million in fees in connection with the bridge loan facilities and permanent debt financing. This estimate is based on various assumptions, including thatT-Mobile will incur permanent debt financing. Goldman Sachs has provided from time to time, and is currently providing, certain financial advisory and/or underwriting services to Deutsche Telekom and/or its affiliates for which its Investment Banking Division has received, and may receive, compensation, including having acted as dealer manager on Deutsche Telekom’s commercial paper program since June 2011; as joint bookrunner in connection with Deutsche Telekom’s 1.770% guaranteed notes due 2019 (aggregate principal amount $250,000,000), 2.485% guaranteed notes due 2023 (aggregate principal amount $750,000,000), 1.95% guaranteed notes due 2021 (aggregate principal amount $1,000,000,000) and 1.500% guaranteed notes due 2019 (aggregate principal amount $750,000,000) in September 2016; as bookrunner in connection with Deutsche Telekom’s 2.950% medium term notes due 2027 (aggregate principal amount HK$1,300,000,000) in April 2017; and as joint bookrunner in connection with Deutsche Telekom’s 2.250% guaranteed medium term notes due 2029 (aggregate principal amount GBP

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250,000,000) in April 2017. During thetwo-year period ended April 29, 2018, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Deutsche Telekom and/or its affiliates (other thanT-Mobile and its other affiliates) of approximately $1.6 million. Goldman Sachs has also provided from time to time, and is currently providing, certain financial advisory and/or underwriting services to Sprint and/or its affiliates for which its Investment Banking Division has received, and may receive, compensation, including having acted as joint bookrunner in connection with Sprint’s $3,500,000,000 asset securitization in October 2016; and as joint bookrunner in connection with Sprint’s $3,937,500,000 asset securitization in March 2018. During thetwo-year period ended April 29, 2018, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Sprint and/or its affiliates (other than SoftBank and its other affiliates) of approximately $59.7 million. Goldman Sachs also has provided from time to time, and is currently providing, certain financial advisory and/or underwriting services to SoftBank and/or its affiliates and portfolio companies for which its Investment Banking Division has received, and may receive, compensation, including having acted as joint bookrunner in connection with Alibaba Group Holdings Limited’s, a portfolio company of SoftBank, unsecured term loan (aggregate principal amount $4,000,000,000) in May 2016; as joint bookrunner in connection with Alibaba Group Holdings Limited’s $5,500,000,000 mandatory exchangeable trust offering of common stock in June 2016; financial advisor to SoftBank in connection with the formation of the approximately $100,000,000,000 SoftBank Vision Fund in May 2017; and asco-manager in connection with SoftBank’s 6.000% perpetual notes (aggregate principal amount $2,750,000,000) and 6.875% perpetual notes (aggregate principal amount $1,750,000,000) in July 2017. During thetwo-year period ended April 29, 2018, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to SoftBank and/or its affiliates (other than Sprint and its other affiliates) of approximately $98.3 million. During thetwo-year period ended April 29, 2018, the Investment Banking Division of Goldman Sachs has not been engaged byT-Mobile or its affiliates (other than Deutsche Telekom and its other affiliates) to provide financial advisory and/or underwriting services for which Goldman Sachs has received compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services toT-Mobile, Deutsche Telekom, Sprint, SoftBank and their respective affiliates and, as applicable, portfolio companies for which its Investment Banking Division may receive compensation. Affiliates of Goldman Sachs also may haveco-invested with SoftBank and its affiliates from time to time and may have invested in limited partnership units of affiliates of SoftBank from time to time and may do so in the future. In addition, a director on the board of directors of SoftBank was, as of the date of the opinion of Goldman Sachs, and is currently, affiliated with The Goldman Sachs Group, Inc. as a senior director.

T-Mobile and Deutsche Telekom selected Goldman Sachs as their joint financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger transactions. Pursuant to an engagement letter betweenT-Mobile and Deutsche Telekom and Goldman Sachs,T-Mobile and Deutsche Telekom have agreed to pay Goldman Sachs for its services in connection with the merger transactions a transaction fee of $22.5 million. In addition, at the sole discretion ofT-Mobile and Deutsche Telekom, a discretionary fee of up to $10 million may be payable to Goldman Sachs upon the closing of the merger (such discretionary fee to be split between Goldman Sachs and other financial advisors of Deutsche Telekom solely engaged and paid by Deutsche Telekom). In addition,T-Mobile and Deutsche Telekom agreed to reimburse Goldman Sachs for certain of its expenses, including reasonable attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws. In addition,T-Mobile and Deutsche Telekom agreed thatT-Mobile will be responsible for only 25% of the foregoing obligations and Deutsche Telekom shall be responsible for only 75% of the foregoing obligations.

Opinion of Evercore to theT-Mobile Independent Committee

In connection with the merger transactions, theT-Mobile independent committee retained Evercore to act as financial advisor to theT-Mobile independent committee in connection with evaluating the merger transactions. At a meeting of theT-Mobile independent committee, Evercore rendered its oral opinion, subsequently

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confirmed in writing, that, as of April 29, 2018 and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the exchange ratio to be paid byT-Mobile pursuant to the business combination agreement is fair, from a financial point of view, to the holders of shares ofT-Mobile common stock (including such holders of shares ofT-Mobile common stock other than Deutsche Telekom and its affiliates).

In connection with rendering its opinion, Evercore has, among other things:

•

reviewed certain publicly available business and financial information relating to Sprint andT-Mobile that Evercore deemed to be relevant, including publicly available research analysts’ estimates;

•

reviewed certainnon-public historical financial statements and othernon-public historical financial and operating data relating to each of Sprint andT-Mobile prepared and furnished to Evercore by the management of Sprint andT-Mobile, respectively;

•

reviewed certainnon-public projected financial and operating data relating to Sprint prepared and furnished to Evercore by the management of Sprint;

•

reviewed certainnon-public projected financial and operating data relating to Sprint prepared and furnished to Evercore by the management ofT-Mobile;

•

reviewed certainnon-public projected financial and operating data relating toT-Mobile prepared and furnished to Evercore by the management ofT-Mobile;

•

reviewed the amount and timing of the estimated synergies;

•

reviewed the amount, timing and use of certain tax attributes of Sprint,T-Mobile and the combined company, as estimated by the management ofT-Mobile;

•

discussed the past and current operations, financial projections and current financial condition of each of Sprint andT-Mobile with the management ofT-Mobile (including their views on the risks and uncertainties of achieving such projections);

•

reviewed the reported prices and the historical trading activity of each of the Sprint common stock and theT-Mobile common stock;

•

compared the financial performance of each of Sprint andT-Mobile and their respective stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;

•

compared the financial performance of Sprint andT-Mobile and the valuation multiples relating to the merger with those of certain other transactions that Evercore deemed relevant;

•

reviewed the potential pro forma financial impact of the merger on the future financial performance of the combined company based on the projected financial data relating to each of Sprint andT-Mobile referred to above, including the estimated synergies and other strategic benefits and the amount and timing of realization thereof, anticipated by the management ofT-Mobile to be realized from the merger;

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•

reviewed a draft of the business combination agreement; and

•

performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore assumed no liability therefor. With respect to the projected financial data relating to Sprint andT-Mobile referred to above (including the estimated synergies), Evercore assumed that they were reasonably prepared on bases reflecting the best then currently available estimates and good faith judgment of the management ofT-Mobile as to (1) the future financial performance of the companies under the assumptions reflected therein and (2) the estimated synergies, including the amount and timing of the realization of such estimated synergies. Evercore expressed no view as to any projected financial data relating to the Sprint orT-Mobile, the estimated synergies or the assumptions on which they are based.

For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the business combination agreement in the draft form reviewed by Evercore were true and correct, that each of the merger transactions would qualify as atax-free reorganization for United States federal income tax purposes, that each party would perform all of the covenants and agreements required to be performed by it under the business combination agreement in all material respects and that all conditions to the completion of the merger transactions would be satisfied without material waiver or modification thereof. Evercore further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the completion of the merger transactions would be obtained without any material delay, limitation, restriction or condition that would have an adverse effect onT-Mobile or Sprint or the completion of the merger transactions or materially reduce the benefits of the merger transactions to the holders of shares of Sprint common stock orT-Mobile common stock. Evercore also assumed that the executed business combination agreement would not differ in any material respect from the draft business combination agreement dated April 25, 2018 reviewed by Evercore.

Evercore did not make nor assume any responsibility for making any physical inspection, independent valuation or appraisal of the assets or liabilities of Sprint orT-Mobile, nor was Evercore furnished with any such inspection, valuation or appraisal, nor did Evercore evaluate the solvency or fair value of Sprint orT-Mobile under any state, federal or foreign laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is necessarily based upon information made available to it as of the date of its opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date of its opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness, from a financial point of view, of the exchange ratio to holders of shares ofT-Mobile common stock (including such holders of shares ofT-Mobile common stock other than Deutsche Telekom and its affiliates). Evercore did not express any view on, and its opinion did not address, the fairness of the merger transactions to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies ofT-Mobile or Sprint, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees ofT-Mobile or Sprint, or any class of such persons, whether relative to the exchange ratio or otherwise.

Evercore assumed that any modification to the structure of the merger transactions would not vary its analysis in any material respect. Evercore’s opinion did not address the relative merits of the merger transactions as compared to other business or financial strategies that might be available toT-Mobile, nor did it address the underlying business decision ofT-Mobile to engage in the merger transactions. Evercore expressed no opinion as

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to the price at which shares of Sprint common stock orT-Mobile common stock would trade at any time. Evercore’s opinion noted that Evercore is not a legal, regulatory, accounting or tax expert and that Evercore assumed the accuracy and completeness of assessments byT-Mobile and its advisors with respect to legal, regulatory, accounting and tax matters.

Summary of Material Financial Analyses

Set forth below is a summary of the material financial analyses performed by Evercore and reviewed with theT-Mobile independent committee in connection with rendering Evercore’s opinion to theT-Mobile independent committee. Each analysis was provided to theT-Mobile independent committee. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. In connection with arriving at its opinion, Evercore considered all of its analyses as a whole, and the order of the analyses described and the results of these analyses do not represent any relative importance or particular weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on April 26, 2018, and is not necessarily indicative of current market conditions.

The following summary of financial analyses includes information presented in tabular format. These tables must be read together with the text of each summary in order to understand fully the financial analyses. The tables alone do not constitute a complete description of the financial analyses. Considering the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Evercore’s financial analyses.

Selected Precedent Transaction Analysis

Evercore performed an analysis of selected precedent transactions to compare multiples paid in other transactions to the multiple implied in the merger. Evercore analyzed seven merger and acquisition transactions that were announced since 2008 involving targets that were wireless carrier companies with a total enterprise value (which we refer to in this section entitled “—Opinion of Evercore to theT-Mobile Independent Committee” as “TEV”) greater than $1 billion.

While none of the companies that participated in the selected precedent transactions is directly comparable to Sprint and none of the transactions in the selected precedent transactions analysis is directly comparable to the merger transactions, Evercore selected these transactions because each of the target companies was a wireless carrier company and had operating characteristics, products and services that, for purposes of analysis, may be considered similar to certain of Sprint’s operating characteristics, products and services.

For each of the selected transactions, Evercore reviewed transaction values and calculated the TEV implied for each target company based on the consideration paid in the selected transaction, as a multiple of the target company’s earnings before interest, taxes, depreciation and amortization for the first unfinished calendar year with greater than six months remaining following the date of announcement of such transaction (which we refer to in this section entitled “—Opinion of Evercore to theT-Mobile Independent Committee” as “forward EBITDA”).

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Evercore’s analysis indicated average and median TEV to forward EBITDA multiples of 7.3x and 7.0x, respectively. The selected precedent transactions and the TEV to forward EBITDA multiple related thereto are set forth in the table below:


Date Announced	Acquirer	Target	TEV/Forward EBITDA
09/03/13	Verizon Communications Inc.	Verizon Wireless	8.4x
07/12/13	AT&T Inc.	Leap Wireless International, Inc.	8.7x⁽¹⁾
06/10/13	SoftBank Corp.	Sprint Nextel Corporation	6.9x⁽²⁾
10/03/12	T-Mobile USA, Inc.	MetroPCS Communications, Inc.	5.0x
03/20/11	AT&T Inc.	T-Mobile USA, Inc.	7.0x⁽³⁾
11/07/08	AT&T Inc.	Centennial Communications Corp.	6.9x⁽⁴⁾
06/05/08	Verizon Communications Inc.	Alltel Corporation	8.3x

(1)	Assumes contingent value right related to 700MHz spectrum performance is valued at $204 million.

(2)	Pro forma for acquisition of Clearwire Corporation.

(3)	Withdrawn transaction.

(4)	Forward financial estimate per Wall Street consensus.

Evercore then applied a reference range of forward EBITDA multiples of 7.0x to 9.0x, derived by Evercore based on its review of the selected precedent transactions and its experience and professional judgment, to the estimated core EBITDA of Sprint for the year ending December 31, 2018, to derive a range of implied enterprise values for Sprint. Core EBITDA forT-Mobile and Sprint were provided by the management ofT-Mobile. A range of implied equity values was then calculated by reducing the range of implied enterprise values by the amount of net debt (calculated as debt less cash and cash equivalents, which, with respect to Sprint andT-Mobile, we refer to in this section entitled “—Opinion of Evercore to theT-Mobile Independent Committee” as “net debt”) as of March 31, 2018. This analysis indicated an implied per share equity value range for Sprint common stock of $4.93 to $8.50.

Implied Exchange Ratio

Evercore used the resulting per share equity value reference range to calculate the implied exchange ratio by dividing the lowest per share equity value for Sprint common stock byT-Mobile’s share price of $64.10 per share as of April 26, 2018 for the low end of the exchange ratio range, and dividing the highest per share equity value for Sprint common stock byT-Mobile’s share price of $64.10 per share as of April 26, 2018 for the high end of the exchange ratio range. This analysis indicated an implied exchange ratio reference range of 0.07687x to 0.13258x of a share ofT-Mobile common stock for each share of Sprint common stock. Evercore compared this resulting implied exchange ratio to the exchange ratio pursuant to the business combination agreement.

Selected Peer Trading Analysis

In performing a selected peer trading analysis of Sprint andT-Mobile, Evercore reviewed and compared certain financial, operating and market information relating to Sprint andT-Mobile to corresponding information of the selected publicly traded companies listed in the tables below, which Evercore deemed most relevant to consider in relation to Sprint andT-Mobile, respectively, based on its professional judgment and experience, because they are public companies with operations that, for purposes of this analysis, Evercore considered similar to the operations of Sprint andT-Mobile, respectively.

Evercore reviewed, among other things, TEV of the selected companies as a multiple of estimated EBITDA, as well as equity value of the selected companies as a multiple of free cash flow for calendar year 2018. Core EBITDA of Sprint andT-Mobile was calculated on apre-stock based compensation expense basis. TEVs were calculated for the purpose of this analysis as equity value (based on the per share closing price of each selected company on April 26, 2018, multiplied by the fully diluted number of such company’s outstanding equity

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securities on such date), plus debt, less cash and cash equivalents (in the case of debt, cash and cash equivalents, as provided by the management ofT-Mobile). In calculating the enterprise values of Sprint andT-Mobile, net debt included in such calculations was as of March 31, 2018. Free cash flow was calculated as EBITDA less capital expenditures, interest, cash taxes, changes in net working capital and other operating and investing cash flow items. The financial data of the selected peer companies used by Evercore for this analysis were based on publicly available research analysts’ estimates. The financial data of Sprint andT-Mobile were based on the projections provided by the management ofT-Mobile.

The EBITDA multiples and free cash flow multiples for the selected peer companies are set forth in the table below:


Selected Public Company	TEV/2018E EBITDA		Equity Value/ 2018E Free Cash Flow
AT&T Inc.⁽¹⁾		7.0x	8.9x
Verizon Communications Inc.⁽²⁾		7.2x	12.7x
T-Mobile USA, Inc.—Unaffected (4/9/18)⁽³⁾		7.5x	14.8x
Sprint Nextel Corporation—Unaffected (4/9/18)⁽³⁾		7.5x	NM
United States Cellular Corporation		5.5x	12.5x

(1)	Pro forma for merger with Time Warner Inc.

(2)	Pro forma for acquisition of Straight Path Communications Inc.

(3)	Estimated balance sheets as of 3/31/18 as provided by the management ofT-Mobile.

Evercore applied a reference range of EBITDA multiples of 7.0x to 8.0x to the estimated core EBITDA of Sprint andT-Mobile, respectively, for the year ending December 31, 2018, to derive a range of implied enterprise values. The reference range was derived by Evercore based on its review of the respective peer companies selected and its experience and professional judgment. In the case of Sprint, estimated core EBITDA was based on theT-Mobile management Sprint forecasts. In the case ofT-Mobile, estimated core EBITDA and free cash flow were based on theT-Mobile managementT-Mobile forecasts. Using the 2018 EBITDA multiples, this analysis indicated an implied equity value per share reference range for Sprint common stock andT-Mobile common stock of approximately $4.93 to $6.71 and $53.07 to $65.83, respectively. Using the 2018 free cash flow multiple, this analysis indicated an implied equity value per share reference range forT-Mobile common stock of approximately $48.04 to $60.05.

Implied Exchange Ratio

Evercore used the resulting per share equity value reference ranges to calculate the implied exchange ratios by dividing the lowest respective per share equity value for Sprint common stock by the highest respective per share equity value forT-Mobile common stock for the low end of the exchange ratio range, and dividing the highest respective per share equity value for Sprint common stock by the lowest respective per share equity value forT-Mobile common stock for the high end of the exchange ratio range. This analysis indicated an implied exchange ratio reference range of 0.07485x to 0.12651x of a share ofT-Mobile common stock for each share of Sprint common stock. Evercore compared this implied exchange ratio to the exchange ratio pursuant to the business combination agreement.

No company utilized in the peer company trading analysis is identical to Sprint orT-Mobile. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences in financial, operating and market characteristics of Sprint andT-Mobile and other factors that could affect the public trading value of the companies to which they are being compared. In evaluating the peer companies selected, Evercore made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Sprint andT-Mobile, such as the impact of competition on Sprint orT-Mobile and the industry generally,

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industry growth and the absence of any adverse material change in the financial conditions and prospects of Sprint,T-Mobile, the industry or the financial markets in general. Mathematical analysis, such as determining the mean, median or average, is not in itself a meaningful method of using peer company trading data.

Discounted Cash Flow Analyses

Sprint

Evercore performed a discounted cash flow analysis of Sprint to calculate the estimated present value of the standalone unlevered,after-tax free cash flows that Sprint was projected to generate from March 31, 2018 through calendar year 2026, based on theT-Mobile management Sprint forecasts.

Evercore also calculated a terminal value for Sprint by applying a range of perpetuity growth rates, based on available information, and its professional judgment and experience given the nature of Sprint and its business and industry, of 0.0% to 1.0% to the unlevered,after-tax free cash flow in the terminal year. Evercore also calculated estimated future tax savings of approximately $4.8 billion from usage of net operating losses (based on projected assumptions provided by the management ofT-Mobile). The cash flows, terminal value and tax savings for Sprint were then discounted to present value as of March 31, 2018 using a range of discount rates of 6.25% to 7.25%, based on an estimate of Sprint’s weighted average cost of capital, to derive an implied enterprise value for Sprint. An implied equity value for Sprint was then calculated by reducing the implied enterprise value by the amount of projected net debt as of March 31, 2018. Evercore performed this analysis for Sprint on a standalone basis. Evercore’s analysis indicated an implied per share equity value reference range for Sprint on a standalone basis of approximately $6.71 to $11.49.

T-Mobile

Evercore performed a discounted cash flow analysis ofT-Mobile to calculate the estimated present value of the standalone unlevered,after-tax free cash flows thatT-Mobile was projected to generate from March 31, 2018 through calendar year 2026, based on theT-Mobile managementT-Mobile forecasts.

Evercore also calculated a terminal value forT-Mobile by applying a range of perpetuity growth rates, based on available information, and its professional judgment and experience given the nature ofT-Mobile and its business and industry, of 0.5% to 1.5% to the unlevered,after-tax free cash flow in the terminal year. Evercore also calculated estimated future tax savings of approximately $1.7 billion from usage of net operating losses (based on projected assumptions provided by the management ofT-Mobile). The terminal value, cash flows and tax savings were then discounted to present value as of March 31, 2018 using a range of discount rates of 6.0% to 7.0%, based on an estimate ofT-Mobile’s weighted average cost of capital, to derive an implied enterprise value forT-Mobile. An implied equity value forT-Mobile was then calculated by reducing the implied enterprise value by the amount of projected net debt as of March 31, 2018. Evercore performed this analysis forT-Mobile on a standalone basis. Evercore’s analysis indicated an implied per share equity value reference range forT-Mobile on a standalone basis of approximately $68.48 to $106.74.

Implied Exchange Ratio

Based on the implied per share equity value reference ranges, Evercore also calculated implied exchange ratios by dividing the lowest per share equity value for Sprint common stock by the midpoint of the implied per share reference range forT-Mobile common stock for the low end of the exchange ratio range, and dividing the highest per share equity value for Sprint common stock by the midpoint of the implied per share reference range forT-Mobile common stock for the high end of the exchange ratio range. This analysis indicated an implied exchange ratio reference range of 0.07973x to 0.13647x of a share ofT-Mobile common stock for each share of Sprint common stock. Evercore compared each of these exchange ratios to the exchange ratio pursuant to the business combination agreement.

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Net Present Value of Future Stock Price Analyses

Sprint

Evercore performed an illustrative analysis of the net present value of the future stock price of Sprint, which was designed to provide an indication of the present value of a theoretical future value of Sprint as a function of Sprint’s estimated future EBITDA and its assumed TEV to next 12 months (which we refer to in this section entitled “—Opinion of Evercore to theT-Mobile Independent Committee” as “NTM”) EBITDA multiple. Evercore used the projected Sprint forecasts through calendar year 2024 provided byT-Mobile management for this analysis. Evercore first multiplied the estimated 2024 core EBITDA by a range of TEV to NTM EBITDA multiples of 7.0x to 8.0x based on Evercore’s experience and professional judgment, to calculate the implied future enterprise value as of December 31, 2023. Evercore then calculated the implied future equity value for Sprint as of December 31, 2023 by reducing the implied future enterprise value by the amount of Sprint’s projected future net debt as of that date. Evercore then discounted the projected per share equity value as of December 31, 2023 to March 31, 2018 using a discount rate of 9.0%. The discount rate was based on Evercore’s analysis of the cost of equity for Sprint and Evercore’s professional judgment and experience. Future equity value per share as of December 31, 2023 discounted to March 31, 2018 resulted in an implied per share equity value reference range of approximately $6.18 to $7.64.

T-Mobile

Evercore performed an illustrative analysis of the net present value of the future stock price ofT-Mobile, which was designed to provide an indication of the present value of a theoretical future value ofT-Mobile as a function ofT-Mobile’s estimated future EBITDA and its assumed TEV to NTM EBITDA multiple. Evercore used the projectedT-Mobile forecasts through calendar year 2024 provided byT-Mobile management for this analysis. Evercore first multiplied the estimated 2024 core EBITDA by a range of TEV to NTM EBITDA multiples of 7.0x to 8.0x based on Evercore’s experience and professional judgment, to calculate the implied future enterprise value as of December 31, 2023. Evercore then calculated the implied future equity value forT-Mobile as of December 31, 2023 by reducing the implied future enterprise value by the amount ofT-Mobile’s projected future net debt as of that date and assuming thatT-Mobile would complete $1.5 billion in share repurchases in calendar year 2018. Evercore then discounted the projected per share equity value as of December 31, 2023 to March 31, 2018 using a discount rate of 8.5%. The discount rate was based on Evercore’s analysis of the cost of equity forT-Mobile and Evercore’s professional judgment and experience. Future equity value per share as of December 31, 2023 discounted to March 31, 2018 resulted in an implied per share equity value reference range of approximately $67.66 to $78.07.

Implied Exchange Ratio

Based on the implied per share equity value reference ranges, Evercore calculated an implied exchange ratio reference range by dividing the lowest respective per share equity value for Sprint common stock by the midpoint of the respective implied per share reference range forT-Mobile common stock for the low end of the exchange ratio range, and dividing the highest per share equity value for Sprint common stock by the midpoint of the respective implied per share reference range forT-Mobile common stock for the high end of the exchange ratio range. This analysis indicated, on a standalone basis, an implied exchange ratio reference range of 0.08480x to 0.10479x of a share ofT-Mobile common stock for each share of Sprint common stock. Evercore compared these exchange ratios to the exchange ratio pursuant to the business combination agreement.

Illustrative DCF“Has-Gets” Analysis

Evercore also reviewed the implied per share equity value ofT-Mobile on a standalone and pro forma (for the merger transactions) basis based on a discounted cash flow analysis. In performing this analysis, Evercore assumed a 6.50% discount rate based onT-Mobile’s estimated weighted average cost of capital and 1.0% perpetuity growth rate forT-Mobile and a 6.75% discount rate based on Sprint’s estimated weighted average cost

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of capital and 0.5% perpetuity growth rate for Sprint, which were based, in each case, on Evercore’s professional judgment and experience in the wireless carrier industry. The pro forma implied equity value per share was equal to the quotient obtained by dividing (1) 67.0%(T-Mobile stockholders’ pro forma ownership of the combined company based on the exchange ratio) multiplied by an amount equal to the sum of(a) T-Mobile’s standalone discounted cash flow implied equity value using theT-Mobile managementT-Mobile forecasts, (b) Sprint’s standalone discounted cash flow implied equity value using theT-Mobile management Sprint forecasts, (c) the net present value of the estimated synergies of approximately $58.8 billion based on the estimated synergies (net of any costs to achieve the estimated synergies) and a 6.625% discount rate (the average ofT-Mobile’s and Sprint’s assumed weighted average costs of capital) and 0.0% perpetuity growth rate, and (d) the net present value of the accelerated use of certain net operating losses and avoidance of Sprint restructuring charges as a result of the merger transactions of approximately $2.4 billion based on a 6.625% discount rate (the average ofT-Mobile’s and Sprint’s assumed weighted average costs of capital) for the accelerated use of certain net operating losses and a 6.75% discount rate (Sprint’s assumed weighted average cost of capital) for the avoidance of Sprint restructuring charges, by (2) the fully diluted shares outstanding ofT-Mobile common stock. Evercore’s discounted cash flow analysis resulted in an implied per share equity value forT-Mobile on a standalone basis of $84.19 per share ofT-Mobile common stock. Evercore’s discounted cash flow analysis resulted in an implied per share equity value forT-Mobile on a pro forma (for the merger transactions) basis of $131.16 per share ofT-Mobile common stock.

Other Factors

Evercore also reviewed and considered other factors, which were not considered part of its financial analysis in connection with rendering its advice, but were referenced for informational purposes, including, among other things, the52-week trading range and the analysts’ price targets described below.

52-Week Trading Range

Evercore reviewed historical trading prices ofT-Mobile common stock and Sprint common stock during the52-week period ended April 26, 2018, noting that low and high closing prices during such period ranged from $55.36 to $68.32 forT-Mobile and $4.85 to $9.11 for Sprint. Evercore calculated a daily exchange ratio for the 52-week period ended April 26, 2018 by dividing the daily closing prices ofT-Mobile common stock and Sprint common stock, and then selected an implied exchange ratio reference range using the lowest and highest daily exchange ratio observed during such period. This analysis indicated an implied exchange ratio reference range of 0.07933x to 0.13918x. Evercore compared these exchange ratios to the exchange ratio pursuant to the business combination agreement.

Analysts’ Price Targets

Evercore reviewed publicly available share price targets of research analysts’ estimates known to Evercore as of April 26, 2018, noting that the low and high share price targets ranged from $67.00 to $82.00 forT-Mobile common stock (excluding the highest and lowest price targets) and that the low and high share price targets ranged from $4.00 to $7.00 for Sprint common stock (excluding the highest and lowest price targets).

Precedent Premia

Evercore reviewed and analyzed premia paid inall-stock transactions above $5 billion over the past ten years. Based on its professional judgment and premia in the precedent transactions assessed, Evercore applied reference ranges of premia of 15.0% to 20.0% to the price of Sprint common stock as of market close on April 26, 2018. This analysis indicated a per share equity value reference range of approximately $6.90 to $7.20 for Sprint.

Evercore used the resulting per share equity value reference range to calculate the implied exchange ratio by dividing the lowest per share equity value for Sprint by the price ofT-Mobile common stock as of market close

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on April 26, 2018 for the low end of the exchange ratio range, and dividing the highest per share equity value for Sprint by the price ofT-Mobile common stock as of market close on April 26, 2018 for the high end of the exchange ratio range. This analysis indicated an implied exchange ratio reference range of 0.10764x to 0.11232x. Evercore compared this resulting implied exchange ratio to the exchange ratio pursuant to the business combination agreement.

General

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Evercore. In connection with the review of the merger transactions, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion to theT-Mobile independent committee. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of Sprint common stock orT-Mobile common stock. No company used in the above analyses as a comparison is directly comparable toT-Mobile, no company used in the above analyses as a comparison is directly comparable to Sprint, and no precedent transaction used is directly comparable to the merger transactions. Furthermore, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, partnerships or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control ofT-Mobile, Sprint and their respective advisors.

Evercore prepared these analyses for the use and benefit of theT-Mobile independent committee and for the purpose of providing an opinion to theT-Mobile independent committee as to whether the exchange ratio was fair, from a financial point of view, to holders of sharesT-Mobile common stock (including such holders of shares ofT-Mobile common stock other than Deutsche Telekom and its affiliates). These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the opinion was approved by an opinion committee of Evercore.

Except as described above, theT-Mobile independent committee imposed no other instruction or limitation on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. The exchange ratio was determined througharm’s-length negotiations between the parties to the business combination agreement, and theT-Mobile independent committee recommended the business combination agreement to theT-Mobile board of directors for approval. Evercore provided advice to theT-Mobile independent committee during these negotiations. Evercore did not, however, recommend any specific consideration to theT-Mobile independent committee or theT-Mobile board of directors or recommend that any specific consideration constituted the only appropriate consideration in the merger transactions. Evercore’s opinion was only one of many factors considered by theT-Mobile independent committee in its evaluation of the merger transactions and its opinion should not be viewed as determinative of the views of theT-Mobile independent committee with respect to the merger transactions or the exchange ratio.

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Under the terms of Evercore’s engagement letter with theT-Mobile independent committee,T-Mobile has agreed to pay Evercore a fee of $10 million, $3.5 million of which was payable upon delivery of Evercore’s opinion and $6.5 million of which is payable contingent upon completion of the merger transactions. Upon execution of its engagement letter withT-Mobile, Evercore also began receiving a monthly retainer fee of $100,000, for a period up to six months, for any month in which significant services are provided. In addition,T-Mobile has agreed to reimburse Evercore for its reasonable documentedout-of-pocket expenses (including travel costs, fees to outside counsel and other expenses) incurred in connection with its engagement, subject to certain limitations, and to indemnify Evercore and any of its members, officers, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of its engagement, or to contribute to payments which any of such persons might be required to make with respect to such liabilities. In addition, at the sole discretion of the T-Mobile independent committee, a discretionary fee of up to $5 million may be payable to Evercore.

Prior to Evercore’s engagement in connection with the merger transactions, Evercore and its affiliates provided financial advisory services toT-Mobile and received fees for the rendering of such services, including the reimbursement of expenses. Other than the monthly retainer fee and expense reimbursement described in the preceding paragraph, during thetwo-year period prior to the delivery of its opinion, no material relationship existed between Evercore and its affiliates andT-Mobile or Sprint or their respective affiliates, including Deutsche Telekom and SoftBank pursuant to which compensation was received by Evercore or its affiliates as a result of such a relationship. Evercore may provide financial or other services toT-Mobile in the future and in connection with any such services Evercore may receive compensation.

In the ordinary course of business, Evercore or its affiliates may actively trade the securities, or related derivative securities, or financial instruments ofT-Mobile, Sprint and their respective affiliates, for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or instruments.

Sprint’s Reasons for the Merger and Recommendation of the Sprint Board of Directors

At a meeting held on April 29, 2017, the Sprint board of directors unanimously determined that the business combination agreement and the transactions contemplated thereby, including the merger transactions, are fair to, and in the best interests of, Sprint and its stockholders, and approved and declared advisable the business combination agreement and the transactions contemplated thereby, including the merger transactions. The Sprint board of directors recommends that the stockholders of Sprint approve the Sprint proposal by executing and returning the written consent furnished with this joint consent solicitation statement/prospectus.

In arriving at this determination and recommendation, the Sprint board of directors reviewed and discussed a significant amount of information and consulted with Sprint’s management, legal advisors and financial advisors. The following are some of the significant factors that supported its decision to approve the business combination agreement:

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the Sprint board of directors’ and management’s knowledge of Sprint’s business, operations, financial condition, earnings, strategy and future prospects, and their knowledge ofT-Mobile’s business, strategy and future prospects, and the assessment, based on such knowledge, that the merger transactions would be favorable to Sprint and its stockholders;

•

discussions with Sprint’s management and its financial advisors regardingT-Mobile’s business, assets, financial condition, business plan and prospects;

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theall-stock nature of the merger transactions, which will allow Sprint stockholders to fully participate in the increased value of the combined company;

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the fact that SoftBank is receiving the sameper-share merger consideration as Sprint’s other stockholders;

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•

their view that, in light of the complementary nature of the respective businesses of Sprint andT-Mobile, the business combination could result in potential aggregate annual run rate cost synergies of $6 billion or more, representing a net present value of $43 billion or more, net of expected costs to achieve such cost synergies, with the potential for additional possible synergies to be identified during integration, and the fact that Sprint stockholders will participate in the benefits from the expected synergies;

•

the implied value of the merger consideration of $6.13 per share of Sprint common stock based on the exchange ratio of 0.10256 per share and the unaffected closing trading price per share ofT-Mobile common stock of $59.74 on the last trading day prior to the publication of media reports that Sprint andT-Mobile had reengaged in discussions regarding a possible transaction on April 9, 2018, as compared to the unaffected closing trading price per share of Sprint common stock of $5.14;

•

the decline in the trading price of Sprint common stock since the parties announced that the merger discussions betweenT-Mobile and Sprint ended on November 4, 2017;

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the absence of other strategic alternatives available to Sprint that would provide comparable or superior value to Sprint stockholders, based in part on Sprint’s discussions with Company A, Company B and Company C and the fact that there were no other serious inquiries regarding a potential strategic transaction with Sprint even after widespread media reports that Sprint was considering a strategic transaction;

•

the benefits that Sprint was able to obtain as a result of its negotiations withT-Mobile and Deutsche Telekom, including the fact that the exchange ratio is significantly more favorable than the exchange ratio initially proposed by representatives ofT-Mobile and Deutsche Telekom during the initial 2018 negotiations of the business combination transaction, and the Sprint board of directors’ belief that the exchange ratio and the other terms of the business combination agreement and other transaction agreements, taken as a whole, were the best thatT-Mobile and Deutsche Telekom would be willing to accept;

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their belief that the prospects of the combined company are more favorable than the standalone prospects of Sprint;

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their belief that the combined company would have the scale to challenge other major U.S. wireless carriers more effectively, as compared with Sprint on a standalone basis;

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their belief that the combined company would benefit consumers by being able to offer superior products at lower prices;

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their belief that the combined company would have expanded 5G coverage and reliability, as compared with Sprint on a standalone basis, and that the combined company would have the ability to rapidly create a nationwide 5G network in the critical first years of the 5G innovation cycle, faster than either Sprint orT-Mobile could do separately;

•

the improved store footprint and improved customer service potential of the combined company, as compared with Sprint on a standalone basis;

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the opportunities for growth presented by the merger transactions, including with respect to traditional wireless and new markets, including commercial and consumer Internet of Things and fixed broadband;

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their belief that, based on discussions with ratings agencies prior to the execution of the business combination agreement, that the combined company would be able to achieve investment grade credit ratings;

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the benefits of the roaming agreement entered into concurrently with the business combination agreement, and the fact that the roaming agreement will provide benefits to Sprint, even if the merger transactions are abandoned;

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•

that for United States federal income tax purposes the merger transactions are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that U.S. holders of Sprint common stock will not recognize gain or loss;

•

the review by the Sprint board of directors with its financial and legal advisors of the structure of the proposed transactions and the financial and other terms of the business combination agreement, including the parties’ representations and warranties and covenants, the conditions to their respective obligations and the termination provisions, as well as the likelihood of consummation of the proposed merger transactions and the Sprint board of directors’ evaluation of the likely time period necessary to close the merger transactions;

•

the unanimous determination of the Sprint independent committee that the transactions contemplated by the business combination agreement, including the merger transactions, are advisable, fair to, and in the best interests of Sprint and the Sprint minority stockholders and the unanimous recommendation of the Sprint independent committee that (1) the Sprint board of directors approve and declare advisable the business combination agreement and the transactions contemplated thereby, including the merger transactions, (2) the Sprint board of directors submit the business combination agreement to Sprint’s stockholders for adoption; and (3) the Sprint board of directors recommend adoption of the business combination to Sprint’s stockholders, which determination and recommendation were based upon, among other factors, including each of the factors considered by the Sprint board of directors, the following factors considered by the Sprint independent committee:

•

that all Sprint stockholders, including SoftBank, its affiliates and the Sprint minority stockholders, will receive the sameper-share merger consideration and theper-share merger consideration resulted fromarm’s-length negotiations between the parties;

•

the procedural safeguards that the Sprint independent committee believed would ensure the fairness of the transactions contemplated by the business combination agreement, including the merger transactions, and permit the Sprint independent committee to effectively represent the interests of the Sprint minority stockholders, including that (1) the Sprint independent committee consists of five directors independent of, and not affiliated with, SoftBank or any of its affiliates, (2) the Sprint board of directors resolved that the Sprint board would not approve a business combination transaction withT-Mobile unless the Sprint independent committee recommended it, (3) the Sprint independent committee was empowered to reject a transaction withT-Mobile if the Sprint independent committee determined such transaction was not fair to or otherwise not in the best interests of Sprint and the Sprint minority stockholders, (4) the Sprint independent committee retained and was advised by its own legal and financial advisors and (5) the compensation of the members of the Sprint independent committee was in no way contingent on their approval of any transaction;

•

the Sprint independent committee was involved in frequent and extensive deliberations over a period of more than seven months, including over 15 meetings, and was provided with full access to Sprint management and advisors in connection with its evaluation;

•

the Sprint independent committee made its evaluation of the transactions contemplated by the business combination agreement, including the merger transactions, independent of SoftBank and its affiliates and with knowledge of the interests of SoftBank and its affiliates;

•

the Sprint independent committee’s review, with the advice of Centerview and Goodwin, of the agreements and transactions entered or to be entered into by SoftBank in connection with the transactions contemplated by the business combination agreement, including the amended and restated stockholders’ agreement, SoftBank support agreement and proxy agreement; and

•

the financial presentation and analysis of Centerview dated April 29, 2018 and the oral opinion of Centerview rendered to the Sprint independent committee on April 29, 2018, which was subsequently confirmed by delivery of a written opinion dated such date, that as

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of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the exchange ratio provided for pursuant to the business combination agreement was fair, from a financial point of view, to the holders of Sprint common stock (other than Sprint common stock held in treasury or held by Merger Company, the SoftBank parties, the Deutsche Telekom parties or any affiliate of Sprint orT-Mobile), as more fully described below under the section entitled “—Opinions of Sprint’s Financial Advisors—Opinion of Centerview to the Sprint Independent Committee”;

•

the oral opinion of Raine rendered to the Sprint board of directors on April 29, 2018, which was subsequently confirmed by delivery of a written opinion dated such date, to the effect that, as of such date, based upon and subject to the assumptions, limitations, qualifications, conditions and other matters set forth in its opinion, the exchange ratio pursuant to the business combination agreement was fair, from a financial point of view, to the holders of Sprint common stock as of immediately prior to the HoldCo mergers, taking into account the merger, as more fully described in the section entitled “—Opinions of Sprint’s Financial Advisors”;

•

the oral opinion of J.P. Morgan rendered to the Sprint board of directors on April 29, 2018, which was subsequently confirmed by delivery of a written opinion dated such date, to the effect that, as of such date, based upon and subject to the assumptions, limitations, qualifications, conditions and other matters set forth in its opinion, the exchange ratio in the merger was fair, from a financial point of view, to the holders of Sprint common stock as of immediately prior to the HoldCo mergers, as more fully described in the section entitled “—Opinions of Sprint’s Financial Advisors”; and

•

the presentations and financial analyses of Raine and J.P. Morgan provided to the Sprint board of directors in connection with the rendering of their respective opinions, as more fully described in the section entitled “—Opinions of Sprint’s Financial Advisors”.

The Sprint board of directors also considered the following specific aspects of the business combination agreement:

•

the exchange ratio, including the fact that the exchange ratio was fixed and so will not change in the event of a change in the market price of Sprint common stock orT-Mobile common stock;

•

the nature of the closing conditions included in the business combination agreement, including the regulatory and credit rating-related conditions, as well as the exceptions to the events that would constitute a material adverse effect on Sprint for purposes of the business combination agreement, as well as the likelihood of satisfaction of all conditions to the consummation of the merger transactions;

•

the agreement between Sprint andT-Mobile to use reasonable best efforts to consummate the merger transactions, including obtaining all required regulatory approvals;

•

the agreement between Sprint andT-Mobile to use reasonable best efforts to secure the credit ratings required as a condition to closing the merger transactions, and to obtain the financing necessary to consummate the transactions contemplated by the business combination agreement; and

•

the fact thatT-Mobile is not permitted to terminate the business combination agreement notwithstanding receipt of a proposal for a more favorable transaction, even in the event that theT-Mobile board of directors changes or withdraws its recommendation that theT-Mobile stockholders provide their written consent with respect to theT-Mobile proposals, and the anticipation that subsequent to the execution of the business combination agreement, Deutsche Telekom would execute a support agreement requiring it to deliver its written consent with respect to its shares ofT-Mobile common stock in favor of theT-Mobile proposals, which written consent would result in the required approval for theT-Mobile proposals.

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•

the right of Sprint’s board of directors to change its recommendation in favor of adoption of the business combination agreement, if doing so would be required for the Sprint board of directors to carry out its fiduciary duty under applicable law;

•

the obligation ofT-Mobile to pay a $600 million fee to Sprint in certain circumstances ifT-Mobile terminates the business combination agreement because the combined company is not able to meet the credit ratings condition set forth in the business combination agreement;

•

the agreement thatT-Mobile will bear 67% of financing related fees in connection with the merger transactions, as well as 67% of fees related to filings under the HSR Act and with the FCC;

•

the requirement that Sprint stockholder approval be obtained as a condition to consummation of the merger transactions, and the risks related to the anticipated execution of the SoftBank support agreement;

•

the requirement that Deutsche Telekom’s initial independent director designations must be made in consultation with the independent directors of Sprint; and

•

the minority stockholder protections contained in the combined company’s certificate of incorporation and bylaws and the amended and restated stockholders’ agreement, including the noncompetition provision in the amended and restated stockholders’ agreement, the fact that the“go-private” threshold will decrease from 85% under Sprint’s current certificate of incorporation to 80.1% for the combined company in the amended and restated stockholders’ agreement, and the fact that certain governance rights of SoftBank and Deutsche Telekom will be eliminated in connection with decreases in their ownership of the combined company.

The Sprint board of directors also considered potential risks and potential negative factors concerning the merger transactions in connection with its deliberations, including:

•

the restrictions on the conduct of Sprint’s business during the period between execution of the business combination agreement and the closing of the merger transactions;

•

the risk that regulatory agencies may not approve the merger transactions or may impose terms and conditions on their approvals that in retrospect adversely affect the business and financial results of the combined company following the merger transactions, and the fact that the business combination agreement does not include a reverse termination fee payable byT-Mobile in the event that regulatory agencies fail to approve the merger transactions (see “The Merger Transactions—Regulatory Approvals Required for the Merger Transactions”);

•

the prohibition on Sprint’s ability to solicit alternative transactions prior to closing or termination of the business combination agreement;

•

the fact that Sprint is not permitted to terminate the business combination agreement notwithstanding receipt of a proposal for a more favorable transaction, even in the event that the Sprint board of directors changes or withdraws its recommendation that the Sprint stockholders provide their written consent with respect to the Sprint proposals, and the anticipation that subsequent to the execution of the business combination agreement, SoftBank would execute a support agreement requiring it to deliver its written consent with respect to its shares of Sprint common stock in favor of the Sprint proposals, which written consent would result in the required approval for the Sprint proposals without the need for additional approval from any of the Sprint minority stockholders;

•

the transaction costs to be incurred in connection with the proposed transactions;

•

the interests of SoftBank with respect to the merger transactions that are in addition to, or that may be different from, the interests of the Sprint minority stockholders, including SoftBank’s director designation rights in the combined company, SoftBank’s consent rights with respect to certain actions of the combined company, SoftBank’s matching right for a sale of the combined company, SoftBank’s right to acquire stock of the combined company and SoftBank’s right of first refusal for sales of the combined company’s stock by Deutsche Telekom;

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•

the interests of Sprint’s executive officers and directors with respect to the merger transactions that are in addition to, or that may be different from, their interests as Sprint stockholders;

•

the risk that while the merger transactions are expected to be completed, there can be no assurance that all conditions to the parties’ obligations to complete the merger transactions will be satisfied, and as a result, it is possible that the merger transactions may not be completed even if approved by Sprint’s stockholders;

•

the risks and costs to Sprint if the merger transactions are not completed, including the diversion of management and employee attention, potential negative effects on Sprint’s relationships with suppliers, vendors and other business partners, impact on trading prices for Sprint shares and direct costs incurred;

•

the fact that there can be no assurances that the potential synergies considered by the Sprint board of directors will in fact be achieved by the combined company;

•

the potential challenges in integrating two business enterprises of the size and scope of Sprint andT-Mobile, including the possibility that the benefits of the merger transactions might not be achieved in the time frame contemplated or at all; and

•

the other risks described in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The Sprint board of directors concluded that the uncertainties, risks and potential negative factors relevant to the merger transactions were outweighed by the potential benefits that it expected Sprint stockholders would achieve as a result of the merger transactions.

In considering the recommendation of the Sprint board of directors, Sprint stockholders should be aware that directors and executive officers of Sprint have interests in the merger transactions that are different from, or in addition to, any interests they might have solely as stockholders. See “—Interests of the Sprint Directors and Executive Officers in the Merger Transactions.”

This discussion of the information and factors considered by the Sprint board of directors (including the Sprint independent committee) includes the principal positive and negative factors considered by the Sprint board of directors, but is not intended to be exhaustive and may not include all of the factors considered. In view of the wide variety of factors considered in connection with its evaluation of the merger transactions and the complexity of these matters, the Sprint board of directors did not find it useful to and did not attempt to quantify, rank or otherwise assign relative weights to these factors. Rather, the Sprint board of directors viewed its position and recommendation as being based on the totality of the information presented to it and the factors it considered. In addition, individual members of the Sprint board of directors may have given differing weights to different factors. It should be noted that this explanation of the reasoning of Sprint’s board of directors and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Opinions of Sprint’s Financial Advisors

Opinion of Raine

At the meeting of the Sprint board of directors on April 29, 2018, Raine rendered its oral opinion to the Sprint board of directors to the effect that, as of such date, based upon and subject to the assumptions, limitations, qualifications, conditions and other matters set forth in its opinion, the exchange ratio pursuant to the business combination agreement was fair, from a financial point of view, to the holders of Sprint common stock as of immediately prior to the HoldCo mergers. Raine has confirmed its oral opinion by delivering its written opinion to the Sprint board of directors, dated April 29, 2018, to the effect that, as of such date, the exchange

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ratio pursuant to the business combination agreement was fair, from a financial point of view, to the holders of Sprint common stock as of immediately prior to the HoldCo mergers, taking into account the merger.

The full text of the written opinion of Raine, dated April 29, 2018, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex K to this joint consent solicitation statement/prospectus. Raine’s opinion is directed only to the fairness from a financial point of view, of the exchange ratio to the holders of the Sprint common stock as of immediately prior to the HoldCo mergers, taking into account the merger, and does not address any other terms or aspects of the merger transactions including, without limitation, the HoldCo mergers or the form or structure of the merger transactions or any terms or aspects of any voting, support, stockholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger, the HoldCo mergers or otherwise. The opinion does not address the underlying business decision of the Sprint board of directors or any other person to proceed with the merger or any other action. The opinion does not constitute a recommendation to the Sprint board of directors, Sprint or to any stockholder of Sprint orT-Mobile or to any other person as to how to vote or act with respect to the merger, the HoldCo mergers or any other matter. Holders of Sprint common stock are encouraged to read Raine’s opinion carefully in its entirety.

In arriving at its opinion, Raine:

•

reviewed the draft dated April 29, 2018 of the business combination agreement;

•

reviewed certain publicly available financial and other information relating to Sprint andT-Mobile, including publicly filed reports for each of Sprint andT-Mobile, publicly available research analyst reports regarding each of Sprint andT-Mobile, and reported price and trading activity for the Sprint common stock and theT-Mobile common stock;

•

reviewed certain additional financial and other information regarding the business, operations and future prospects of Sprint, which was furnished to Raine by Sprint, including the Sprint management Sprint forecasts and certain other financial projections prepared by the management of Sprint which we refer to as the adjusted Sprint management Sprint forecasts and which are summarized under “The Merger Transactions—Sprint Unaudited Prospective Financial Information”;

•

reviewed and discussed certain additional financial and other information regarding the business, operations and future prospects ofT-Mobile, which was furnished to Raine byT-Mobile, including theT-Mobile managementT-Mobile forecasts prepared by the management ofT-Mobile;

•

reviewed and discussed certain additional financial and other information regarding the estimated synergies that may result from the merger, as projected byT-Mobile’s management based in part on inputs from and discussions with Sprint management;

•

conducted discussions with management of Sprint regarding (1) the business, operations and future prospects of Sprint, including their views regarding the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts, (2) the business, operations and future prospects ofT-Mobile, including their views regarding theT-Mobile managementT-Mobile forecasts, (3) the strategic rationale for, and the potential benefits of, the merger, and (4) the business, operations and future prospects of a combined entity, including management’s views regarding the estimated synergies;

•

reviewed and discussed certain financial information of a pro forma combined entity, including associated synergies that may result from the merger, pursuant to the combined company forecasts prepared byT-Mobile’s management based in part on inputs from and discussions with Sprint management;

•

reviewed and analyzed certain publicly available financial data relating to selected public companies that Raine deemed relevant to its analysis;

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•

reviewed the financial terms, to the extent publicly available, of certain other business combinations; and

•

conducted such other financial studies, analyses and investigations, and considered such other factors, as Raine deemed appropriate for purposes of its opinion.

In rendering its opinion, Raine relied upon and assumed, without independent verification, the accuracy and completeness of all the financial and other information that was available to Raine from public sources, that was provided to Raine by Sprint orT-Mobile or any of their respective representatives, or that was otherwise reviewed by Raine, and was advised by management of Sprint that it was not aware of any information that might be material to Raine’s opinion that had not been made available to Raine. With respect to the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts, Raine was advised by management of Sprint that they were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Sprint as to the future operating and financial performance of Sprint. With respect to theT-Mobile managementT-Mobile forecasts, Raine assumed, at the direction of Sprint’s management, that theT-Mobile managementT-Mobile forecasts were reasonably prepared on a basis reflecting, at the time, the best currently available estimates and judgments of the management ofT-Mobile as to the future operating and financial performance ofT-Mobile. With respect to both the estimated synergies and the combined company forecasts, Raine was advised by Sprint’s management that they were reasonably prepared on a basis reflecting, at the time, the best currently available estimates and judgments of the management of Sprint and assumed, at the direction of Sprint’s management, that they were reasonably prepared on a basis reflecting, at the time, the best currently available estimates and judgments of the management ofT-Mobile as to the future operating and financial performance of the potential combined entity. Raine further assumed, at the direction of Sprint’s management and with the consent of the Sprint board of directors, that the financial results in each of the Sprint management Sprint forecasts, adjusted Sprint management Sprint forecasts,T-Mobile managementT-Mobile forecasts, estimated synergies and combined company forecasts and other financial and operating data utilized in the Raine analyses will be realized at the times and in the amounts projected. Raine assumed no responsibility for and expresses no view as to any such projections or forecasts, or as to the assumptions on which they are based.

Raine has not assumed any responsibility for making an independent evaluation or appraisal of any assets or liabilities of Sprint orT-Mobile, contingent or otherwise, and has not been provided with any such evaluation or appraisal, nor has Raine evaluated the solvency, viability or fair value of Sprint orT-Mobile or any other person or any assets, under any state or federal laws relating to bankruptcy, insolvency or similar matters. Without limiting the generality of the foregoing, Raine did not undertake any independent analysis of any outstanding, pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities to which Sprint orT-Mobile or any of their respective affiliates is a party or may be subject, and, at the direction of Sprint, the Raine opinion did not consider the possible assertion of claims, outcomes or damages arising out of any such matters.

Raine assumed that the merger transactions will be consummated in a timely manner and in accordance with the terms of the business combination agreement, without any limitations, restrictions, conditions, amendments, waivers or modifications, regulatory or otherwise, and without any adjustment to the exchange ratio, that collectively would have an adverse effect on Sprint orT-Mobile, or the benefits contemplated by the merger transactions, in any way material to Raine’s analysis. Raine assumed that the representations and warranties of Sprint andT-Mobile as set forth in the business combination agreement are true and correct in all respects material to Raine’s analysis. Raine assumed that the merger transactions will be consummated in a manner that complies with the applicable provisions of the Securities Act, the Exchange Act, and all other applicable federal and state statutes, rules and regulations. Raine also assumed that the final executed business combination agreement would not differ in any material respect from the draft referred to above.

Raine’s opinion was necessarily based on economic, market, financial and other conditions as they existed on, and on the information made available to Raine as of, the date of its opinion. It should be understood that,

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although subsequent circumstances, developments or events may affect its opinion, Raine does not have any obligation to update, revise or reaffirm its opinion.

Raine’s opinion did not address the relative merits of any portion of the merger as compared to any other business strategies or alternative transactions that may have been available to Sprint, nor did it address the underlying business decision of the Sprint board of directors or any other person to proceed with the merger or any other action. Raine did not express any view or opinion with respect to any aspect of the business combination agreement or the merger, other than the fairness to the holders of Sprint common stock immediately prior to the HoldCo mergers of the exchange ratio, taking into account the merger, to the extent expressly specified therein, including that Raine did not express any view or opinion with respect to the HoldCo mergers or any legal, tax, regulatory or accounting matters relating to the merger, as to which Raine understood Sprint obtained such advice as it deemed necessary from qualified professionals.

Raine’s opinion was limited to whether the exchange ratio, taking into account the merger, was fair to the holders of Sprint common stock immediately prior to the HoldCo mergers, solely in their capacity as stockholders, from a financial point of view, and did not address any other terms or aspects of the merger including, without limitation, the HoldCo mergers or the form or structure of the merger or any terms or aspects of any voting, support, stockholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger, the HoldCo mergers or otherwise. Raine did not express any opinion as to the prices at which shares ofT-Mobile common stock will trade at any time or as to the impact of the merger transactions on the solvency or viability of Sprint orT-Mobile or the ability of Sprint orT-Mobile to pay their respective obligations when they come due.

Raine expressed no view or opinion as to the fairness of the amount or nature of the compensation, if any, to be received by any party’s officers, directors or employees, or any class of such persons, as a result of, or in connection with, the merger transactions, relative to amounts to be paid or issued to any party’s stockholders or otherwise, or to the relative ownership ofT-Mobile by the holders ofT-Mobile common stock following the merger transactions. Its opinion does not constitute a recommendation to the Sprint board of directors, the holders of Sprint common stock, the holders ofT-Mobile common stock or to any other person as to how to vote or act with respect to the merger transactions or any other matter. The issuance of Raine’s opinion was approved by the fairness opinion and valuation review committee of Raine.

The following is a summary of the material financial analyses performed by Raine and reviewed by the Sprint board of directors in connection with Raine’s opinion relating to the merger. The order of the analyses described does not represent relative importance or weight given to those analyses by Raine. The financial analyses summarized below include information presented in tabular format. In order to fully understand Raine’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Raine’s financial analyses. Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by Raine are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses.

Standalone Valuation of Sprint

Enterprise values, which Raine defined as equity value plus total debt, less cash and cash equivalents, plus the book value of minority interests, derived from the selected comparable companies analysis described below were calculated as of April 29, 2018. Accordingly, the information may not reflect current or future market conditions. Estimates of earnings before interest, taxes, depreciation and amortization (which we refer to in this section entitled “—Opinion of Raine” as “EBITDA”) for the selected comparable companies were based on public filings, Capital IQ and publicly available research analyst estimates as of April 29, 2018.

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Unless otherwise indicated, Raine calculated the per share values for Sprint common stock on a fully diluted basis using the treasury stock method. Raine also calculated enterprise value for Sprint adjusted to include the value of certainnon-operating assets including the estimated net present value of certain net operating losses (which we refer to in this section entitled “—Opinion of Raine” as the “NOLs”) that are expected to be utilized to offset future taxable income in accordance with an NOL utilization schedule prepared by the management of Sprint, which net present value was approximately $1.9 billion under the Sprint management Sprint forecasts and $1.8 billion under the adjusted Sprint management Sprint forecasts (discounted based on a 9.5% cost of equity rate based on Raine’s analysis of the cost of equity for Sprint and Raine’s professional judgment and experience).

Discounted Cash Flow Analysis

Raine performed a discounted cash flow analysis of Sprint’s projected unlevered free cash flows based on the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts for the calendar years 2018 through 2022. Raine calculated the discounted cash flow value per share of Sprint common stock using Sprint discount rates ranging from 7.00% to 8.00%, reflecting estimates of Sprint’s weighted average cost of capital in both scenarios. Raine calculated implied prices per share of Sprint common stock using terminal values based on assumed perpetuity growth rates ranging from 0.0% to 1.00% (which range was selected based on guidance from Sprint management and Raine’s professional judgment and experience), which terminal values implied multiples of terminal 2022E EBITDA less stock-based compensation (which we refer to in this section entitled “—Opinion of Raine” as “adjusted EBITDA”) less handset depreciation of 5.8x to 7.8x for the Sprint management Sprint forecasts and 5.2x to 6.9x for the adjusted Sprint management Sprint forecasts. These terminal values were then discounted to net present value using the discount rates noted above. This analysis resulted in a range of present values of $6.52 to $10.96 per share of Sprint common stock for the Sprint management Sprint forecasts and a range of present values of $2.45 to $5.75 per share of Sprint common stock for the adjusted Sprint management Sprint forecasts.

Selected Comparable Companies Analysis

Raine reviewed and compared certain financial information of Sprint with corresponding financial information of selected publicly traded telecommunications companies that Raine judged to be relevant in performing a selected comparable companies analysis. Although none of the selected companies is entirely comparable to Sprint, these companies were selected, among other reasons, because of their operational and overall business similarities with certain portions of Sprint’s business. The companies reviewed in connection with these analyses were as follows:

•

AT&T Inc.

•

Verizon Communications Inc.

•

United States Cellular Corp.

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Raine reviewed, among other things, enterprise values as multiples of estimated adjusted EBITDA less handset depreciation, for calendar year 2018 and calendar year 2019. Raine then compared the multiples derived for the selected companies with corresponding adjusted EBITDA less handset depreciation multiples implied for Sprint based on (1) the Sprint management Sprint forecasts and (2) the adjusted Sprint management Sprint forecasts, as reflected below:


	Enterprise Value/Adjusted EBITDA less Handset Depreciation
	CY2018		CY2019
AT&T Inc.		6.2x		6.2x
Verizon Communications Inc.		7.2x		7.0x
United States Cellular Corp.		6.4x		6.1x
Mean		6.6x		6.4x
Median		6.4x		6.2x
Sprint, Wall Street Consensus Estimates (for reference purposes only)		7.1x		6.9x
Sprint Management Sprint Forecasts		7.2x		6.0x
Adjusted Sprint Management Sprint Forecasts		7.2x		6.4x
T-Mobile, Wall Street Consensus Estimates (for reference purposes only)		7.5x		6.8x
T-Mobile ManagementT-Mobile Forecasts		7.8x		7.3x

Based upon its review of the comparable companies, and using adjustments determined based upon differences between the comparable companies and Sprint, Raine determined an appropriate range of estimated adjusted EBITDA less handset depreciation multiples of 6.5x to 7.5x for calendar year 2018 as of March 31, 2018 and a range of estimated adjusted EBITDA less handset depreciation multiples of 6.0x to 7.0x for calendar year 2019. Raine then applied these selected ranges to determine an approximate implied price per share range for Sprint common stock of $3.99 to $5.73 for the Sprint management Sprint forecasts and an approximate implied price per share range for Sprint common stock of $3.96 to $5.69 for the adjusted Sprint management Sprint forecasts for calendar year 2018. For calendar year 2019, this analysis indicated an approximate implied price per share range for Sprint common stock of $5.28 to $7.35 for the Sprint management Sprint forecasts and an approximate implied price per share range for Sprint common stock of $4.37 to $6.31 for the adjusted Sprint management Sprint forecasts.

Precedent Transactions Analysis

Raine reviewed and compared certain financial information relating to the merger with corresponding financial information of seven selected other transactions announced between June 2008 and September 2013 that Raine, based on its experience with merger and acquisition transactions, deemed relevant. Although none of the transactions in the selected transaction analysis is directly comparable to the merger transactions, Raine chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to Sprint with respect to industry and other characteristics of their business. The reasons for and the circumstances surrounding each of the selected transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Sprint,T-Mobile and the companies included in the selected transaction analysis. Accordingly, Raine took into account multiple factors, including its industry and transactional experience, in undertaking its analysis. This analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the selected target companies, Sprint andT-Mobile. The seven transactions reviewed in connection with this analysis were as follows:


Announcement Date	Target	Acquirer
September 2, 2013	Verizon Wireless	Verizon Communications Inc.

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Announcement Date	Target	Acquirer
July 12, 2013	Leap Wireless International, Inc.	AT&T Inc.
October 15, 2012	Sprint Nextel Corporation	SoftBank Corp.
October 3, 2012	MetroPCS Communications, Inc.	T-Mobile USA, Inc.
March 20, 2011*	T-Mobile USA, Inc.	AT&T Inc.
November 7, 2008	Centennial Communications Corp.	AT&T Inc.
June 5, 2008	Alltel Corporation	Verizon Wireless

*	Transaction not ultimately consummated.

For each of the selected transactions, Raine calculated and compared the implied enterprise value of the target company, based on the announced purchase price for the transaction, as a multiple of adjusted EBITDA of the target for the last 12 months (which we refer to in this section entitled “—Opinion of Raine” as “LTM adjusted EBITDA”) period ended prior to the announcement of the transaction. The following table presents this analysis:


	Enterprise Value/ LTM Adjusted EBITDA
Low		5.5x
Mean		7.5x
Median		7.2x
High		9.4x

Based on its analysis of the relevant metrics for each of the selected transactions and upon the application of its professional judgment and experience, Raine selected an implied reference range for shares of Sprint common stock, based on the LTM adjusted EBITDA less handset depreciation multiples of 7.0x to 9.0x, of $5.04 per share to $8.52 per share (including an estimated $1.9 billion in net present value of the NOLs).

Standalone Valuation ofT-Mobile

Enterprise values derived from the selected comparable companies analysis described below were calculated as of April 29, 2018. Accordingly, the information may not reflect current or future market conditions. Estimates of adjusted EBITDA less handset depreciation for the selected comparable companies were based on public filings, Capital IQ and publicly available research analyst estimates as of April 29, 2018.

Unless otherwise indicated, Raine calculated the per share values forT-Mobile common stock on a fully diluted basis using the treasury stock method. Raine also calculated enterprise value forT-Mobile adjusted to include the value of certainnon-operating assets including the estimated net present value of the NOLs, which was approximately $1.0 billion under theT-Mobile managementT-Mobile forecasts (discounted based on a 9.0% cost of equity rate based on Raine’s analysis of the cost of equity forT-Mobile and Raine’s professional judgment and experience).

Selected Comparable Companies Analysis

Raine reviewed and compared certain financial information ofT-Mobile with corresponding financial information of selected publicly traded telecommunications companies that Raine judged to be relevant in performing a selected comparable companies analysis. Although none of the selected companies is entirely comparable toT-Mobile, these companies were selected, among other reasons, because of their operational and overall business similarities with certain portions ofT-Mobile’s business. The companies reviewed in connection with these analyses were as follows:

•

AT&T Inc.

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•

Verizon Communications Inc.

•

United States Cellular Corp.

Raine reviewed, among other things, enterprise values as multiples of estimated adjusted EBITDA less handset depreciation, for calendar year 2018 and calendar year 2019. Raine then compared the multiples derived for the selected companies with corresponding estimated adjusted EBITDA less handset depreciation multiples implied forT-Mobile, as reflected below:


	Enterprise Value/ Adjusted EBITDA less Handset Depreciation
	CY2018		CY2019
AT&T Inc.		6.2x		6.2x
Verizon Communications Inc.		7.2x		7.0x
United States Cellular Corp.		6.4x		6.1x
Mean		6.6x		6.4x
Median		6.4x		6.2x
Sprint, Wall Street Consensus Estimates (for reference purposes only)		7.1x		6.9x
Sprint Management Sprint Forecasts		7.2x		6.0x
Adjusted Sprint Management Sprint Forecasts		7.2x		6.4x
T-Mobile, Wall Street Consensus Estimates (for reference purposes only)		7.5x		6.8x
T-Mobile ManagementT-Mobile Forecasts		7.8x		7.3x

Discounted Cash Flow Analysis

Raine performed a discounted cash flow analysis ofT-Mobile’s projected unlevered free cash flows based on theT-Mobile managementT-Mobile forecasts for the calendar years 2018 through 2022. Raine calculated the discounted cash flow value per share ofT-Mobile common stock using discount rates ranging from 6.50% to 7.50%, reflecting estimates ofT-Mobile’s weighted average cost of capital. Raine calculated implied prices per share ofT-Mobile common stock using terminal values based on assumed perpetuity growth rates ranging from 0.0% to 1.00% (which range was selected based on guidance from Sprint management and Raine’s professional judgment and experience), which terminal values implied multiples of terminal 2022E adjusted EBITDA less handset depreciation of 5.6x to 7.7x. These terminal values were then discounted to net present value using the discount rates noted above. This analysis resulted in a range of present values of $46.04 to $72.17 per share ofT-Mobile common stock.

Combination Analysis

Implied Exchange Ratio Analysis

Raine calculated a discounted cash flow implied exchange ratio range (based on an implied exchange ratio of a number of shares of Sprint common stock for each share ofT-Mobile common stock and excluding the

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impact of the merger) by dividing the low end of the per share present value range forT-Mobile by the high end of the per share present value range of Sprint indicated in their respective discounted cash flow analyses and by dividing the high end of the per share present value range forT-Mobile by the low end of the per share present value range of Sprint indicated in their respective discounted cash flow analyses. The analysis indicated an implied exchange ratio range of 4.2x to 11.1x for the Sprint management Sprint forecasts and 8.0x to 29.5x for the adjusted Sprint management Sprint forecasts.

Raine also calculated an implied exchange ratio range (based on an implied exchange ratio of a number of shares of Sprint common stock for each share ofT-Mobile common stock and excluding the impact of the merger) based on the Selected Comparable Companies Analyses by dividing the low end of the per share present value range for Sprint by the high end of the per share present value range ofT-Mobile indicated in their respective Selected Comparable Companies Analyses and by dividing the high end of the per share present value range for Sprint by the low end of the per share present value range ofT-Mobile indicated in their respective Selected Comparable Companies Analyses. The analysis indicated an implied exchange ratio range of 7.7x to 14.1x for the Sprint management Sprint forecasts and an implied exchange ratio range of 7.8x to 14.2x for the adjusted Sprint management Sprint forecasts for calendar year 2018. For calendar year 2019, this analysis indicated an implied exchange ratio range of 5.8x to 10.6x for the Sprint management Sprint forecasts and an implied exchange ratio range of 6.8x to 12.8x for the adjusted Sprint management Sprint forecasts.

Raine compared the implied exchange ratios resulting from its analysis to the implied exchange ratio of a number of shares of Sprint common stock for each share ofT-Mobile common stock of 9.75x derived from the exchange ratio in the merger.

Illustrative Discounted Cash Flow Analysis

Estimated Synergies

Raine analyzed certain pro forma effects on the present value per share of Sprint common stock expected to result from the merger, including the estimated synergies that may be achieved by the combined company. The analysis was based on the exchange ratio (measured as a ratio of shares ofT-Mobile common stock to shares of Sprint common stock in the combined company) and on the estimated synergies provided jointly by Sprint andT-Mobile management.

Raine performed a discounted cash flow analysis of the combined company based on the Sprint management Sprint forecasts, the adjusted Sprint management Sprint forecasts, theT-Mobile managementT-Mobile forecasts and the estimated synergies. Raine calculated the discounted cash flow value of Sprint using discount rates under both scenarios ranging from 7.00% to 8.00%, reflecting estimates of Sprint’s weighted average cost of capital, and the discounted cash flow values ofT-Mobile and the range of net present values of approximately $53.1 to $76.4 billion of the estimated synergies (net of any costs to achieve the estimated synergies) using discount rates ranging from 6.50% to 7.50%, reflecting estimates ofT-Mobile’s and the combined company’s weighted average cost of capital. Raine then calculated implied prices of the per share of the combined company by combining the per share present value of theT-Mobile common stock plus estimated synergies with the per share values of the Sprint common stock pursuant to the standalone discounted cash flow analyses under the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts relative to the exchange ratio (as a ratio of shares ofT-Mobile common stock to shares of Sprint common stock in the combined company), on assumed perpetuity growth rates ranging from 0.0% to 1.00% (which range was selected based on guidance from Sprint management and Raine’s professional judgment and experience). This analysis resulted in a range of present values of $9.53 to $14.64 per share of Sprint common stock for the Sprint management Sprint forecasts and a range of present values of $8.20 to $12.91 per share of Sprint common stock for the adjusted Sprint management Sprint forecasts.

Raine then compared the ranges of present values under this illustrative contribution analysis against the present value per share of Sprint common stock calculated on a standalone basis. On an illustrative basis, the

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proposed transactions created a range of hypothetical incremental implied values for the holders of Sprint common stock of 33.6% to 46.2% under the Sprint management Sprint forecasts and a range of hypothetical incremental implied values for the holders of Sprint common stock of 124.6% to 234.7% under the adjusted Sprint management Sprint forecasts.

Pro Forma Comparison

Raine performed a discounted cash flow analysis of the combined company’s projected unlevered free cash flows based on the combined company forecasts. Raine calculated the discounted cash flow value per combined company common share using discount rates ranging from 6.50% to 7.50%, reflecting estimates of the combined company’s weighted average cost of capital. Raine calculated implied prices per combined company common share using terminal values based on assumed perpetuity growth rates ranging from 0.0% to 1.00% (which range was selected based on guidance from Sprint management and Raine’s professional judgment and experience), which terminal values implied LTM adjusted EBITDA less handset depreciation multiples of 7.2x to 9.8x. This analysis resulted in a range of present values of $10.15 to $15.29 per combined company common share.

Raine then compared the range of present values under this illustrative pro forma analysis against the present value per share of Sprint common stock calculated on a standalone basis. On an illustrative basis, the proposed transaction created a range of hypothetical incremental implied values for the holders of Sprint common stock of 39.5% to 55.8% under the Sprint management Sprint forecasts and a range of hypothetical incremental implied values for the holders of Sprint common stock of 165.9% to 314.4% under the adjusted Sprint management Sprint forecasts.

Other Information

Historical Trading Prices

Raine reviewed the historical trading prices of Sprint common stock andT-Mobile common stock during the52-week period ended April 27, 2018, which reflected low to high closing prices for Sprint common stock during such period of $4.81 to $9.22 per share andT-Mobile common stock of $54.60 to $68.88 per share during such trading period. Raine also reviewed the historical implied spot exchange ratio range by for Sprint andT-Mobile over the52-week period ended April 27, 2018, which reflects an exchange ratio range of 7.1x to 12.5x.

The historical trading prices analysis was presented for reference purposes only, and was not relied upon for valuation purposes.

Analysts’ Price Targets

Raine reviewed publically available equity research analysts’12-month share price targets for Sprint common stock andT-Mobile common stock. Raine noted that the price targets issued by those research analysts with publicly available price targets ranged from approximately $3.00 to $7.50 per share of Sprint common stock and $65.00 to $80.00 per share ofT-Mobile common stock, excluding one price target forT-Mobile common stock and one price target for Sprint common stock that Raine determined were not comparable for purposes of Raine’s review. Raine then calculated the implied combined company exchange ratio by (1) dividing the low end of the implied equity value per share of theT-Mobile common stock of $65.00 by the high end of the implied equity value per share of the Sprint common stock of $7.50, and (2) dividing the high end of the implied equity value per share ofT-Mobile common stock by the low end of the implied equity value per share of Sprint common stock of $3.00. This analysis resulted in an implied exchange ratio of a number of shares of Sprint common stock for each share ofT-Mobile common stock of 8.7x to 26.7x.

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The analysts’ price targets were presented for reference purposes only, and were not relied upon for valuation purposes.

Premiums Paid Analysis

Raine applied a range of illustrative acquisition premiums of 15% to 30% to the unaffected per share price of Sprint common stock as of April 9, 2018, which resulted in prices that ranged from $5.91 to $6.68.

The premiums paid analysis was presented for reference purposes only, and was not relied upon for valuation purposes.

Miscellaneous

The Sprint board of directors selected Raine as its financial advisor because the professionals of Raine have substantial experience in similar transactions. Raine, as part of its investment banking services, is regularly engaged in the valuation of businesses and securities inconnection with mergers, acquisitions and valuations for corporate and other purposes. Raine has acted as a financial advisor to Sprint in connection with the merger and will receive fees for such services, including an announcement fee equal to $10 million that became payable following the execution of the business combination agreement and the announcement of the merger transactions and a success fee equal to $30 million payable upon the completion of the merger. Sprint also agreed to reimburse Raine for certain expenses and to indemnify Raine against certain liabilities arising from the parties’ engagement. In the two years prior to the date of its opinion, Raine frequently provided financial advisory and investment banking services to SoftBank, the majority equityholder of Sprint, which are unrelated to the merger, for which Raine received customary compensation. Further, SoftBank previously engaged Raine to act as SoftBank’s financial advisor in connection with its consideration of a potential transaction between Sprint andT-Mobile, including a potential merger, which engagement has been completed and for which Raine received customary compensation. Raine is not entitled to receive any further compensation pursuant to such engagement in connection with the completion of the merger transactions. Entities affiliated with SoftBank beneficially own a minority interest in Raine, and affiliates of SoftBank and Raine are investors in investment funds managed by Raine and SoftBank, respectively. Raine may currently be providing and may, in the future, provide other investment banking, financial advisory or other services to Sprint,T-Mobile, SoftBank, Deutsche Telekom or their respective affiliates, for which Raine would expect to receive compensation.

Opinion of J.P. Morgan

Pursuant to an engagement letter dated April 3, 2017, Sprint retained J.P. Morgan as its financial advisor in connection with the merger.

At the meeting of the Sprint board of directors on April 29, 2018, J.P. Morgan rendered its oral opinion to the Sprint board of directors to the effect that, as of such date, based upon and subject to the assumptions, limitations, qualifications, conditions and other matters set forth in its opinion, the exchange ratio in the merger was fair, from a financial point of view, to the holders of Sprint common stock as of immediately prior to the HoldCo mergers. J.P. Morgan has confirmed its oral opinion by delivering its written opinion to the Sprint board of directors, dated April 29, 2018, to the effect that, as of such date, the exchange ratio in the merger was fair, from a financial point of view, to the holders of Sprint common stock as of immediately prior to the HoldCo mergers.

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attached as Annex L to this joint consent solicitation statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint consent solicitation statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Sprint stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Sprint board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the merger, was directed only to the exchange ratio in the merger and did not address any other aspect of the merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of Sprint orT-Mobile as to how such stockholder should vote with respect to the merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

•

reviewed a draft of the business combination agreement furnished to J.P. Morgan on April 28, 2018 and labeled “Execution Version”;

•

reviewed certain publicly available business and financial information concerning Sprint andT-Mobile and the industries in which they operate;

•

compared the proposed financial terms of the merger with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration paid for such companies;

•

compared the financial and operating performance of Sprint andT-Mobile with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of the Sprint common stock and theT-Mobile common stock and certain publicly traded securities of such other companies;

•

reviewed certain internal financial analyses and forecasts prepared by or at the direction of the managements of Sprint andT-Mobile relating to their respective businesses, as well as the estimated amount and timing of the cost savings and related expenses and synergies, including both cost synergies and growth synergies, expected to result from the merger, which were prepared by or at the direction of the managements of Sprint andT-Mobile relating to their respective businesses; and

•

performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

In addition, J.P. Morgan held discussions with certain members of the management of Sprint andT-Mobile with respect to certain aspects of the merger, and the past and current business operations of Sprint andT-Mobile, the financial condition and future prospects and operations of Sprint andT-Mobile, the effects of the merger on the financial condition and future prospects of Sprint andT-Mobile, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Sprint andT-Mobile or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with the Company, did not assume any obligation to undertake any such independent verification. J.P. Morgan further assumed, for purposes of its financial analysis, that each share of Sprint common stock issued and outstanding immediately prior to the HoldCo mergers, other than any shares of Sprint common stock held directly by Sprint as treasury stock, will be converted into the right to receive a number of shares ofT-Mobile common stock equal to the exchange ratio. In addition, at Sprint’s direction, for purposes of its financial analysis, J.P. Morgan disregarded, and did not give any effect to, the occurrence of the HoldCo mergers. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Sprint orT-Mobile or any other party to the business combination agreement under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived

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therefrom, including the estimated synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Sprint andT-Mobile to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the estimated synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the merger transactions and the other transactions contemplated by the business combination agreement will qualify as atax-free reorganization for United States federal income tax purposes and otherwise have the tax consequences described in discussions with, and materials furnished to J.P. Morgan by, representatives of Sprint, and will be consummated as described in the business combination agreement, without any modifications to the structure of the merger transactions that would be material to J.P. Morgan’s analysis, and that the definitive business combination agreement would not differ in any material respect from the draft thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by Sprint,T-Mobile and the other parties in the business combination agreement and the related agreements were, and will be, true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Sprint with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger transactions will be obtained without any adverse effect on Sprint orT-Mobile or on the contemplated benefits of the merger transactions.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, to the holders of Sprint common stock as of immediately prior to the HoldCo mergers of the exchange ratio in the merger. Furthermore, J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the merger transactions to the holders of any other class of securities, creditors or other constituencies of Sprint or in connection with any other transaction contemplated by the business combination agreement (including the HoldCo mergers) or as to the underlying decision by Sprint to engage in the merger transactions. J.P. Morgan also did not express any opinion as to the terms of the amended and restated stockholders’ agreement or the proxy agreement or any governance or other rights in either thereof or in the other documentation being entered into in connection with the merger transactions and the other transactions contemplated by the business combination agreement (and did not take any such terms or rights into account in its analysis). J.P. Morgan’s opinion did not take into account the individual circumstances of any holders of Sprint common stock with respect to control, governance or other rights which may distinguish such holders from other holders. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the merger transactions, or any class of such persons relative to the exchange ratio applicable to the holders of Sprint common stock in the merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which the Sprint common stock or theT-Mobile common stock will trade at any future time.

The terms of the business combination agreement, including the exchange ratio, were determined through arm’s length negotiations between Sprint andT-Mobile, and the decision to enter into the business combination agreement was solely that of the Sprint board of directors and theT-Mobile board of directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Sprint board of directors in its evaluation of the merger and should not be viewed as determinative of the views of the Sprint board of directors or management with respect to the merger or the exchange ratio.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Sprint board of directors on April 29, 2018 and contained in the presentation delivered to the Sprint board of directors on such date in connection with the rendering of such opinion and this summary does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by

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J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Analysis of Sprint

Selected Public Trading Multiples Analysis

Using publicly available information, J.P. Morgan compared selected financial data of Sprint with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to Sprint. The companies selected by J.P. Morgan were as follows:

•

AT&T Inc.

•

T-Mobile

•

United States Cellular Corporation

•

Verizon Communications Inc.

These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar in certain respects to those of Sprint based on business sector participation, financial metrics and form of operations. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than would affect Sprint.

J.P. Morgan calculated and compared firm value (calculated as the market value of the relevant company’s common stock on a fully diluted basis, plus any debt and minority interest, less cash and cash equivalents) (1) for Sprint and each company listed above, as a multiple of estimated earnings before interest, taxes, depreciation and amortization but after stock-based compensation expense (which we refer to in this section entitled “—OpinionofJ.P. Morgan” as “EBITDA”) for calendar year 2018 (which we refer to in this section entitled “—Opinion of J.P. Morgan” as “FV / 2018E EBITDA”) and (2) for Sprint andT-Mobile, as a multiple of estimated EBITDA minus depreciation expense associated with leased handsets (which we refer to in this section entitled “—Opinion of J.P. Morgan” as “adjusted cash EBITDA”) for calendar year 2018 (which we refer to in this section entitled “—Opinion of J.P. Morgan” as “FV / 2018E adjusted cash EBITDA”), in each case, based on public filings with the SEC, equity analyst research reports, FactSet market prices and other publicly available information as of April 27, 2018 for each company listed above other than Sprint andT-Mobile, the publicly available information with respect to which was as of April 9, 2018, the last complete trading day beforeThe Wall Street Journal reported on April 10, 2018 thatT-Mobile and Sprint had recommenced negotiations regarding a possible business combination transaction.

In addition, with respect to Sprint, J.P. Morgan calculated and compared both the FV / 2018 EBITDA and the FV / 2018E adjusted cash EBITDA based on the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts, each of which was furnished to J.P. Morgan by Sprint management for use by J.P. Morgan in connection with its financial analyses and in rendering its fairness opinion. With respect toT-Mobile, J.P. Morgan also calculated and compared both the FV / 2018 EBITDA and the FV / 2018E adjusted cash EBITDA based on theT-Mobile managementT-Mobile forecasts, which were furnished to J.P. Morgan byT-Mobile management and reviewed and approved by Sprint management for use by J.P. Morgan in connection with its financial analyses and in rendering its fairness opinion.

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Results of the analysis were presented for the selected companies and Sprint, as indicated in the following table:


	FV/2018E EBITDA
AT&T Inc.⁽¹⁾		6.2x
Sprint
Sprint Wall Street Consensus Estimates⁽¹⁾		4.6x
Sprint Management Sprint Forecasts		4.5x
Adjusted Sprint Management Sprint Forecasts		4.5x
T-Mobile
T-Mobile Wall Street Consensus Estimates⁽¹⁾		7.1x
T-Mobile ManagementT-Mobile Forecasts		7.5x
United States Cellular Corporation⁽¹⁾		5.7x
Verizon Communications Inc.⁽¹⁾		7.2x

	FV/2018E Adj. Cash EBITDA
Sprint
Sprint Wall Street Consensus Estimates⁽¹⁾		7.3x
Sprint Management Sprint Forecasts		7.5x
Adjusted Sprint Management Sprint Forecasts		7.5x
T-Mobile
T-Mobile Wall Street Consensus Estimates⁽¹⁾		7.5x
T-Mobile ManagementT-Mobile Forecasts		7.9x

(1)	For reference only.

J.P. Morgan did not rely solely on the quantitative results of the selected multiples analysis in developing reference ranges or otherwise applying its analysis. To that end, based on J.P. Morgan’s professional judgment (including judgments concerning the relative comparability of each of the selected companies to Sprint), J.P. Morgan determined to present its analysis with respect to each of AT&T, United States Cellular Corporation and Verizon for reference only and not as a component of its fairness analysis. Based on the results of its analysis, the foregoing determination and J.P. Morgan’s professional judgment, as well as its experience with the industry in which Sprint participates, J.P. Morgan selected as the relevant metric FV / 2018E adjusted cash EBITDA and selected a relevant multiple reference range of 7.25x to 7.50x.

After applying the selected valuation range to the adjusted cash EBITDA projections for Sprint for calendar year 2018 included in each of the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts, the analysis indicated the following ranges of implied equity value per share for the Sprint common stock (rounded to the nearest $0.10):


	Sprint Management Sprint Forecasts	Adjusted Sprint Management Sprint Forecasts
Sprint Implied Equity Value Per Share	$4.80 – $5.30	$4.80 – $5.30

The ranges of implied equity value per share for the Sprint common stock were compared to (1) the closing trading price per share of Sprint common stock of $6.50 as of April 27, 2018, (2) the unaffected closing trading price per share of Sprint common stock of $5.14 on April 9, 2018, and (3) the implied value of the merger consideration of $6.13 per share based on the exchange ratio of 0.10256 per share pursuant to the business combination agreement and the unaffected closing trading price per share ofT-Mobile common stock of $59.74 on April 9, 2018.

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Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied fully diluted equity value per share for the Sprint common stock.

A discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by the asset, and taking into consideration the time value of money with respect to those future cash flows by calculating their “present value.” The “unlevered free cash flows” refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. “Present value” refers to the current value of the future cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macroeconomic assumptions and estimates of risk, the cost of capital and other appropriate factors. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the projections period.

J.P. Morgan calculated the present value of unlevered free cash flows for Sprint for the calendar years 2018 through 2022 using unlevered free cash flows that were based on the Sprint management Sprint forecasts for such calendar years and the adjusted Sprint management Sprint forecasts for such calendar years and were reviewed and approved by Sprint management for use by J.P. Morgan in connection with its financial analyses and in rendering its fairness opinion. J.P. Morgan also calculated a range of terminal values for Sprint at December 31, 2022 by applying, based on assumptions provided by the management of Sprint, a terminal growth rate ranging from 0.00% to 1.00% to the unlevered free cash flows of Sprint for calendar year 2022, which were adjusted by the management of Sprint to create a normalized period as the starting point for the application of the terminal growth rate. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 6.50% to 7.50%. The discount rate range was selected by J.P. Morgan based on J.P. Morgan’s analysis of the weighted average cost of capital for Sprint. These present values, when added together, resulted in an implied firm value for Sprint. To calculate an estimated equity value per share of Sprint common stock, J.P. Morgan then adjusted the implied firm value for cash, debt and minority interest value of Sprint as of March 31, 2018 and, at the direction of the management of Sprint, to include the present value, calculated using the same range of discount rates, of certain net operating losses (which we refer to in this section entitled “—Opinion of J.P. Morgan” as the “NOLs”) that are expected to be utilized to offset future taxable income in accordance with an NOL utilization schedule prepared by the management of Sprint, which present value was approximately $4.4 billion under both the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts, in each case, using a 7.00% discount rate. The resulting implied equity value was then divided by the fully diluted number of shares of Sprint common stock outstanding as of April 25, 2018.

This analysis indicated the following ranges of implied equity value per share for the Sprint common stock (rounded to the nearest $0.10).


	Sprint Management Sprint Forecasts	Adjusted Sprint Management Sprint Forecasts
Sprint Implied Equity Value Per Share	$7.60 – $12.80	$3.30 – $7.20

The ranges of implied equity values per share for the Sprint common stock were compared to (1) the closing trading price per share of Sprint common stock of $6.50 as of April 27, 2018, (2) the unaffected closing trading price per share of Sprint common stock of $5.14 on April 9, 2018, and (3) the implied value of the merger consideration of $6.13 per share based on the exchange ratio of 0.10256 per share pursuant to the business combination agreement and the unaffected closing trading price per share ofT-Mobile common stock of $59.74 on April 9, 2018.

Selected Transaction Analysis

Using publicly available information, J.P. Morgan examined selected transactions with respect to selected companies engaged in businesses which J.P. Morgan judged to be analogous to the business of Sprint or aspects

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thereof. Using publicly available estimates, J.P. Morgan reviewed the firm values implied by the selected transactions (each of which is listed in the following table) as a multiple of the target company’s EBITDA for the12-month period immediately preceding the announcement of the transaction (which we refer to in this section entitled “—Opinion of J.P. Morgan” as “LTM EBITDA”), as set forth below:


Announcement Date	Target	Acquirer
June 5, 2008	Alltel Corporation	Verizon Communications Inc.
November 7, 2008	Centennial Communications Corp.	AT&T Inc.
March 20, 2011	T-Mobile	AT&T Inc.⁽¹⁾
April 15, 2013	MetroPCS Communications, Inc.	T-Mobile
June 10, 2013	Sprint	SoftBank
July 12, 2013	Leap Wireless International, Inc.	AT&T Inc.
September 2, 2013	Vodafone Group plc	Verizon Communications Inc.

(1)	This transaction was not completed.

This analysis indicated a range of LTM EBITDA multiples of 5.5x to 9.4x, with the median for such multiples at 7.5x. J.P. Morgan did not rely solely on the quantitative results of the selected transaction analysis in developing reference ranges or otherwise applying its analysis. Based on various judgments concerning relative comparability of each of the companies in the selected transactions to Sprint and each of the selected transactions to the merger, as well as its experience with mergers and acquisitions and the industry in which Sprint andT-Mobile participate, J.P. Morgan selected a range of LTM EBITDA multiples that it believed reflected an appropriate range of multiples applicable to Sprint.

Based on the results of this analysis, and other factors that J.P. Morgan considered appropriate, J.P. Morgan applied an LTM EBITDA multiple range of 7.5x to 9.5x to Sprint’s adjusted cash EBITDA for the12-month period ending March 31, 2018.

This analysis indicated the following range of implied equity value per share for Sprint common stock (rounded to the nearest $0.10).


Sprint Implied Equity Value Per Share
Low	High
$5.50		$8.90

The range of implied equity value per share for the Sprint common stock was compared to (1) the closing trading price per share of Sprint common stock of $6.50 as of April 27, 2018, (2) the unaffected closing trading price per share of Sprint common stock of $5.14 on April 9, 2018, and (3) the implied value of the merger consideration of $6.13 per share based on the exchange ratio of 0.10256 per share pursuant to the business combination agreement and the unaffected closing trading price per share ofT-Mobile common stock of $59.74 on April 9, 2018.

Other Information

Historical Trading Range

For reference only, and not as a component of its fairness analysis, J.P. Morgan reviewed the trading range for the Sprint common stock for the52-week period ending on April 9, 2018, which was $4.81 per share to $9.22 per share, and compared that to (1) the closing trading price per share of Sprint common stock of $6.50 as of April 27, 2018, (2) the unaffected closing trading price per share of Sprint common stock of $5.14 on April 9, 2018, and (3) the implied value of the merger consideration of $6.13 per share based on the exchange ratio of 0.10256 per share pursuant to the business combination agreement and the unaffected closing trading price per share ofT-Mobile common stock of $59.74 on April 9, 2018.

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Analyst Price Targets

For reference only, and not as a component of its fairness analysis, J.P. Morgan reviewed certain publicly available equity research analyst share price targets for the Sprint common stock and noted that the range of such price targets was $2.00 per share to $7.50 per share, with the median for such price targets at $5.75 per share, and compared that to (1) the closing trading price per share of Sprint common stock of $6.50 as of April 27, 2018, (2) the unaffected closing trading price per share of Sprint common stock of $5.14 on April 9, 2018, and (3) the implied value of the merger consideration of $6.13 per share based on the exchange ratio pursuant to the business combination agreement and the unaffected closing trading price per share ofT-Mobile common stock of $59.74 on April 9, 2018.

Analysis ofT-Mobile

Selected Public Trading Multiples Analysis

Using publicly available information, J.P. Morgan compared selected financial data ofT-Mobile with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous toT-Mobile. The companies selected by J.P. Morgan were as follows:

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AT&T Inc.

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Sprint

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United States Cellular Corporation

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Verizon Communications Inc.

These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar in certain respects to those ofT-Mobile based on business sector participation, financial metrics and form of operations. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than would affectT-Mobile.

J.P. Morgan calculated and compared firm value (1) forT-Mobile and each company listed above, as a multiple of estimated EBITDA for calendar year 2018 and (2) forT-Mobile and Sprint, as a multiple of estimated adjusted cash EBITDA for calendar year 2018, in each case, based on public filings with the SEC, equity analyst research reports, FactSet market prices and other publicly available information as of April 27, 2018 for each company listed above other than Sprint andT-Mobile, the publicly available information with respect to which was as of April 9, 2018.

In addition, with respect toT-Mobile, J.P. Morgan calculated and compared both the FV / 2018 EBITDA and the FV / 2018E adjusted cash EBITDA based on theT-Mobile managementT-Mobile forecasts. With respect to Sprint, J.P. Morgan also calculated and compared both the FV / 2018 EBITDA and the FV / 2018E adjusted cash EBITDA based on the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts.

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Results of the analysis were presented for the selected companies andT-Mobile, as indicated in the following table:


	FV/2018E EBITDA
AT&T Inc.⁽¹⁾		6.2x
Sprint
Sprint Wall Street Consensus Estimates⁽¹⁾		4.6x
Sprint Management Sprint Forecasts		4.5x
Adjusted Sprint Management Sprint Forecasts		4.5x
T-Mobile
T-Mobile Wall Street Consensus Estimates⁽¹⁾		7.1x
T-Mobile ManagementT-Mobile Forecasts		7.5x
United States Cellular Corporation⁽¹⁾		5.7x
Verizon Communications Inc.⁽¹⁾		7.2x

	FV/2018E Adj. Cash EBITDA
Sprint
Sprint Wall Street Consensus Estimates⁽¹⁾		7.3x
Sprint Management Sprint Forecasts		7.5x
Adjusted Sprint Management Sprint Forecasts		7.5x
T-Mobile
T-Mobile Wall Street Consensus Estimates⁽¹⁾		7.5x
T-Mobile ManagementT-Mobile Forecasts		7.9x

(1)	For reference only.

J.P. Morgan did not rely solely on the quantitative results of the selected multiples analysis in developing reference ranges or otherwise applying its analysis. To that end, based on J.P. Morgan’s professional judgment (including judgments concerning the relative comparability of each of the selected companies toT-Mobile), J.P. Morgan determined to present its analysis with respect to each of AT&T, United States Cellular Corporation and Verizon for reference only and not as a component of its fairness analysis. Based on the results of its analysis, the foregoing determination and J.P. Morgan’s professional judgment, as well as its experience with the industry in whichT-Mobile participates, J.P. Morgan selected as the relevant metric FV / 2018E adjusted cash EBITDA and selected a relevant multiple reference range of 7.25x to 7.50x.

After applying the selected valuation range to the adjusted cash EBITDA projections forT-Mobile for calendar year 2018 included in theT-Mobile managementT-Mobile forecasts, the analysis indicated the following range of implied equity value per share for theT-Mobile common stock (rounded to the nearest $0.10):


T-Mobile Implied Equity Value Per Share
Low	High
$52.00		$55.00

The range of implied equity value per share for theT-Mobile common stock was compared to (1) the closing trading price per share ofT-Mobile common stock of $64.52 as of April 27, 2018 and (2) the unaffected closing trading price per share ofT-Mobile common stock of $59.74 on April 9, 2018.

Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied fully diluted equity value per share for theT-Mobile common stock.

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J.P. Morgan calculated the present value of unlevered free cash flows forT-Mobile for the calendar years 2018 through 2022 using unlevered free cash flows that were based on theT-Mobile managementT-Mobile forecasts for such calendar years and were reviewed and approved by Sprint management for use by J.P. Morgan in connection with its financial analyses and in rendering its fairness opinion. J.P. Morgan also calculated a range of terminal values forT-Mobile at December 31, 2022 by applying, based on assumptions provided by the management of Sprint, a terminal growth rate ranging from 0.00% to 1.00% to the unlevered free cash flows ofT-Mobile for calendar year 2022, which were adjusted by the management of Sprint to create a normalized period as the starting point for the application of the terminal growth rate. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 6.50% to 7.50%. The discount rate range was selected by J.P. Morgan based on J.P. Morgan’s analysis of the weighted average cost of capital forT-Mobile. These present values, when added together, resulted in an implied firm value forT-Mobile. To calculate an estimated equity value per share ofT-Mobile common stock, J.P. Morgan then adjusted the implied firm value for cash, debt and minority interest value ofT-Mobile as of March 31, 2018 and, at the direction of the management of Sprint, to include the present value, calculated using the same range of discount rates, of certain NOLs that are expected to be utilized to offset future taxable income in accordance with an NOL utilization schedule prepared by the management ofT-Mobile, which present value was approximately $1.3 billion using a 7.00% discount rate. The resulting implied equity value was then divided by the fully diluted number of shares ofT-Mobile common stock outstanding as of April 25, 2018.

This analysis indicated the following range of implied equity value per share forT-Mobile common stock (rounded to the nearest $0.10).


T-Mobile Implied Equity Value Per Share
Low	High
$46.10		$72.30

Other Information

Historical Trading Range

For reference only, and not as a component of its fairness analysis, J.P. Morgan reviewed the trading range for theT-Mobile common stock for the52-week period ending on April 9, 2018, which was $54.60 per share to $68.88 per share, and compared that to (1) the closing trading price per share ofT-Mobile common stock of $64.52 as of April 27, 2018 and (2) the unaffected closing trading price per share ofT-Mobile common stock of $59.74 on April 9, 2018.

Analyst Price Targets

For reference only, and not as a component of its fairness analysis, J.P. Morgan also reviewed certain publicly available equity research analyst share price targets for theT-Mobile common stock and noted that the range of such price targets was $65.00 per share to $82.00 per share, with the median for such price targets at $75.00 per share, and compared that to (1) the closing trading price per share ofT-Mobile common stock of $64.52 as of April 27, 2018 and (2) the unaffected closing trading price per share ofT-Mobile common stock of $59.74 on April 9, 2018.

Relative Value Analysis

Based on the implied equity values per share for Sprint andT-Mobile calculated above in “—Analysis of Sprint—Public Trading Multiples Analysis,” “—Analysis of Sprint—Discounted Cash Flow Analysis,”

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“—Analysis ofT-Mobile—Public Trading Multiples Analysis” and “—Analysis ofT-Mobile—Discounted Cash Flow Analysis,” J.P. Morgan calculated a range of implied exchange ratios based on a comparison of a share of Sprint common stock to a share ofT-Mobile common stock, as shown in the table below. For each comparison, J.P. Morgan divided the highest equity value per share for Sprint by the lowest equity value per share forT-Mobile to derive the highest exchange ratio implied by each set of reference ranges. J.P. Morgan also divided the lowest equity value per share for Sprint by the highest equity value per share forT-Mobile to derive the lowest exchange ratio implied by each set of reference ranges. The implied exchange ratios resulting from J.P. Morgan’s analysis were:


Range of Implied Exchange Ratios
	Low		High
Public Trading Multiples Analysis
Sprint Management Sprint Forecasts		0.0878x		0.1013x
Adjusted Sprint Management Sprint Forecasts		0.0878x		0.1013x
Discounted Cash Flow Analysis
Sprint Management Sprint Forecasts		0.1053x		0.2787x
Adjusted Sprint Management Sprint Forecasts		0.0463x		0.1567x

The implied exchange ratios for Sprint andT-Mobile were compared to the exchange ratio of 0.10256 per share ofT-Mobile common stock for a share of Sprint common stock pursuant to the business combination agreement.

Intrinsic Value Creation Analysis

J.P. Morgan conducted an implied intrinsic value creation analysis, based on the Sprint management Sprint forecasts and theT-Mobile managementT-Mobile forecasts, that compared the implied equity value of Sprint common stock andT-Mobile common stock derived from a discounted cash flow valuation on a standalone basis to the pro forma combined company implied equity value, taking into account the estimated synergies. J.P. Morgan determined the pro forma combined company implied equity value by calculating the sum of (1) the implied equity values of the Sprint common stock and theT-Mobile common stock using the midpoint values determined pursuant to J.P. Morgan’s discounted cash flow analyses described above, (2) the estimated present value of approximately $53.0 billion of the cost synergies included in the estimated synergies, net of any related costs to achieve such cost synergies, which were discounted to present value using a 7.00% discount rate and a 0.50% terminal growth rate, net of estimated transaction expenses, which cost synergies, related costs and transaction expenses were furnished to J.P. Morgan by Sprint management, and (3) the estimated present value of approximately $7.9 billion of the growth synergies included in the estimated synergies, net of any related costs to achieve such growth synergies, which were discounted to present value using a 7.00% discount rate and a 0.50% terminal growth rate, which growth synergies and related costs were furnished to J.P. Morgan by Sprint management. J.P. Morgan determined the implied value to the holders of Sprint common stock by multiplying the pro forma equity value of the combined company by the pro forma equity ownership percentage of the combined company attributable to the existing holders of Sprint common stock pursuant to the merger. The analysis indicated that the merger created hypothetical incremental implied value to the holders of Sprint common stock, both with and without taking into account the growth synergies.

J.P. Morgan also conducted an implied value creation analysis based on the adjusted Sprint management Sprint forecasts and theT-Mobile managementT-Mobile forecasts. J.P. Morgan determined the pro forma combined company implied equity value by performing the same analysis described in the immediately preceding paragraph with respect to the adjusted Sprint management Sprint forecasts in lieu of the Sprint management Sprint forecasts. The analysis indicated that the merger created hypothetical incremental implied value for the holders of Sprint common stock, both with and without taking into account the growth synergies.

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Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Sprint orT-Mobile. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not, and do not purport to be, appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to Sprint orT-Mobile, and none of the selected transactions reviewed was identical to the merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of Sprint andT-Mobile. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Sprint andT-Mobile and the transactions compared to the merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Sprint with respect to the merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Sprint,T-Mobile and the industries in which they operate.

For services rendered in connection with the merger (including the delivery of its opinion), Sprint agreed to pay J.P. Morgan certain fees, which are payable in installments as follows: (1) $5 million, which became payable to J.P. Morgan upon the delivery of its fairness opinion, and (2) $10 million, which is payable to J.P. Morgan upon the consummation of the merger. J.P. Morgan may also receive a fee from Sprint in the event that Sprint receives a termination fee in connection with the termination of the business combination agreement and abandonment of the merger. In addition, Sprint has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Sprint,T-Mobile and their respective ultimate parent companies, SoftBank and Deutsche Telekom, and each of their respective affiliates, for which J.P. Morgan and its affiliates have received or may receive customary compensation. Such services during such period have included acting as joint bookrunner on Sprint’s offering of debt securities in October 2016, February 2018 and March 2018; as joint lead arranger and bookrunner on Sprint’s credit facility in February 2017 and September

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2017 (which was subsequently terminated in February 2018); as joint bookrunner on offerings of debt securities byT-Mobile in November 2015, March 2016, March 2017 and January 2018; as joint lead arranger and joint bookrunner on SoftBank’s credit facility in November 2017; as joint bookrunner on offerings of debt securities by Deutsche Telekom in April and September 2016 and as aco-advisor to Deutsche Telekom on a joint venture involving one of its affiliates. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Sprint, for which it receives customary compensation or other financial benefits. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have received aggregate fees of approximately $60 million from Sprint and $600,000 fromT-Mobile. On each of May 7 and May 14, 2018, J.P. Morgan was separately engaged by Sprint and/or certain affiliates of Sprint pursuant to separate solicitation agent agreements to act as lead solicitation agent in connection with the solicitation from holders of certain notes issued by Sprint and such affiliates of certain consents in connection with the merger transactions, including as described in the section of this joint consent solicitation statement/prospectus entitled “The Business Combination Agreement—Covenants and Agreements—Financing Matters,” which agreements provided for solicitation fees payable to J.P. Morgan upon completion of the solicitations of up to $26 million. These solicitations have been completed. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of Sprint,T-Mobile, SoftBank and Deutsche Telekom. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Sprint,T-Mobile, SoftBank or Deutsche Telekom for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

Opinion of Centerview to the Sprint Independent Committee

On April 29, 2018, Centerview rendered to the Sprint independent committee its oral opinion, subsequently confirmed in a written opinion dated such date, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the exchange ratio provided for pursuant to the business combination agreement was fair, from a financial point of view, to the holders of Sprint common stock (other than holders of excluded shares).

The full text of Centerview’s written opinion, dated April 29, 2018, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex M to this joint consent solicitation statement/prospectus and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by the full text of Centerview’s written opinion attached as Annex M to this joint consent solicitation statement/prospectus. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Sprint independent committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the merger transactions and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of Sprint common stock (other than holders of excluded shares) of the exchange ratio provided for pursuant to the business combination agreement. Centerview’s opinion did not address any other term or aspect of the business combination agreement or the merger transactions and does not constitute a recommendation to any stockholder of Sprint or any other person as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the merger transactions or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

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In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

•

a draft of the business combination agreement dated April 29, 2018 (which we refer to in this section entitled “—Opinion of Centerview to the Sprint Independent Committee” as the “draft business combination agreement”);

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Annual Reports on Form10-K of Sprint for the years ended March 31, 2017, March 31, 2016 and March 31, 2015 and Annual Reports on Form10-K ofT-Mobile for the years ended December 31, 2017, December 31, 2016 and December 31, 2015;

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certain interim reports to stockholders and Quarterly Reports on Form10-Q of Sprint andT-Mobile;

•

certain publicly available research analyst reports for Sprint andT-Mobile;

•

certain other communications from Sprint andT-Mobile to their respective stockholders;

•

certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of Sprint, including the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts prepared by management of Sprint and furnished to Centerview by Sprint for purposes of Centerview’s analysis (which we refer to, collectively, in this section entitled “—Opinion of Centerview to the Sprint Independent Committee” as the “Sprint forecasts” and which are summarized under “—Sprint Unaudited Prospective Financial Information”);

•

certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects ofT-Mobile, including theT-Mobile managementT-Mobile forecasts prepared by management ofT-Mobile and furnished to Centerview by Sprint for purposes of Centerview’s analysis (which we refer to in this section entitled “—Opinion of Centerview to the Sprint Independent Committee” as the“T-Mobile forecasts” and which are summarized under “—T-Mobile Unaudited Prospective Financial Information”); and

•

certain pro forma forecasts, including tax and other cost savings and operating synergies projected by the management of Sprint andT-Mobile to result from the merger transactions furnished to Centerview by Sprint for the purposes of Centerview’s analysis (which are summarized under “—T-Mobile Unaudited Prospective Financial Information”).

Centerview also participated in discussions with members of the senior management and representatives of Sprint andT-Mobile regarding their assessment of the Sprint forecasts, theT-Mobile forecasts and the estimated synergies, as appropriate, and the strategic rationale for the merger transactions. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for Sprint andT-Mobile and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the merger transactions with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with the Sprint independent committee’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the Sprint independent committee’s direction, that the Sprint forecasts (including, without limitation, the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts) and the estimated synergies were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Sprint as to the matters covered thereby and, that theT-Mobile forecasts (including, without limitation, theT-Mobile managementT-Mobile forecasts) and the estimated synergies have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management ofT-Mobile

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as to the matters covered thereby, and Centerview relied, at the Sprint independent committee’s direction, on the Sprint forecasts, theT-Mobile forecasts and the estimated synergies for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Sprint forecasts, theT-Mobile forecasts, the estimated synergies or the assumptions on which they were based. In addition, at the Sprint independent committee’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative,off-balance-sheet or otherwise) of Sprint orT-Mobile, nor was Centerview furnished with any such evaluation or appraisal, and Centerview was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of Sprint orT-Mobile. Centerview assumed, at the Sprint independent committee’s direction, that the final executed business combination agreement would not differ in any respect material to Centerview’s analysis or opinion from the draft business combination agreement reviewed by Centerview. Centerview also assumed, at the Sprint independent committee’s direction, that the merger transactions will be completed on the terms set forth in the business combination agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger transactions, no delay, limitation, restriction, condition or other change, including any divestiture requirements or amendments or modifications, will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview further assumed, at the Sprint independent committee’s direction, that the merger will qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of Sprint,T-Mobile, the Deutsche Telekom Parties, the SoftBank Parties or any other person, or the ability of Sprint,T-Mobile, the Deutsche Telekom Parties, the SoftBank Parties or any other person to pay their respective obligations when they come due, or as to the impact of the merger transactions on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, Sprint’s underlying business decision to proceed with or effect the merger transactions, or the relative merits of the merger transactions as compared to any alternative business strategies or transactions that might be available to Sprint or in which Sprint might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of Sprint common stock (other than holders of excluded shares) of the exchange ratio pursuant to the business combination agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the business combination agreement or the merger transactions, including, without limitation, the structure or form of the merger transactions, or any other agreements or arrangements contemplated by the business combination agreement or entered into in connection with or otherwise contemplated by the merger transactions, including, without limitation, the fairness of the merger transactions or any other term or aspect of the merger transactions to, or any consideration to be received in connection therewith by, or the impact of the merger transactions on, the SoftBank Parties, the holders of any other class of securities, creditors or other constituencies of Sprint or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of Sprint or any party, or class of such persons in connection with the merger transactions, whether relative to the exchange ratio provided for pursuant to the business combination agreement or otherwise. Centerview’s opinion relates to the relative values of Sprint andT-Mobile. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion expressed no view as to, and did not address, what the value ofT-Mobile common stock actually will be when issued pursuant to the merger transactions or the prices at which Sprint common stock orT-Mobile common stock will trade or otherwise be transferable at any time,

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including following the announcement or completion of the merger transactions. Centerview’s opinion does not constitute a recommendation to any stockholder of Sprint or any other person as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the merger transactions or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the independent committee of the Sprint board of directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the merger transactions. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Sprint independent committee in connection with Centerview’s oral opinion, dated April 29, 2018, and subsequently confirmed in a written opinion dated such date.The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of Sprint. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Sprint or any other parties to the merger transactions. None of Sprint,T-Mobile, the Deutsche Telekom Parties, the SoftBank Parties or any other party to the business combination agreement or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of Sprint do not purport to be appraisals or reflect the prices at which Sprint may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. For purposes of Centerview’s financial analyses described below, earnings before interest, taxes, depreciation and amortization reflects each of stock-based compensation and handset depreciation as expenses (which we refer to in this section entitled “—Opinion of Centerview to the Sprint Independent Committee” as “adjusted EBITDA”). The inclusion of handset depreciation as an expense in adjusted EBITDA in this section differs from adjusted EBITDA as presented in the section entitled “The Merger Transactions—Sprint Unaudited Prospective Financial Information.”

Selected Public Comparable Companies Analysis

Centerview reviewed and compared certain financial information for Sprint andT-Mobile to corresponding financial information for the following publically traded U.S. companies in the wireless communications industry that Centerview, based on its experience and professional judgment, deemed relevant to consider in relation to Sprint andT-Mobile.

Selected Companies

•

AT&T Inc.

•

Verizon Communications Inc.

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Although neither of the selected companies is directly comparable to Sprint orT-Mobile, the companies listed above were chosen by Centerview, among other reasons, because they are publicly traded U.S. companies in the wireless communications industry that have certain operational, business and/or financial characteristics that, for purposes of Centerview’s analysis, may be considered similar to those of Sprint andT-Mobile. However, because neither of the selected companies is exactly the same as Sprint orT-Mobile, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the business, financial and operating characteristics and prospects of Sprint,T-Mobile and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings, FactSet, publicly available Wall Street research and closing stock prices as of April 27, 2018, as well as the Sprint management Sprint forecasts, the adjusted Sprint management Sprint forecasts and theT-Mobile managementT-Mobile forecasts, Centerview calculated, for each selected company, and for Sprint andT-Mobile (and in the case of Sprint andT-Mobile, an unaffected calculation was prepared based on a market closing stock price as of April 9, 2018, the day prior to press reports of negotiations between Sprint andT-Mobile), among other things, enterprise value, which was calculated as the equity value (taking into accountin-the-money options and other equity awards) plus the principal value of debt and preferred equity, less cash, cash equivalents and short-term investments, plus the book value ofnon-controlling interests, less the book value of equity investments, as a multiple of estimated 2018 calendar year adjusted EBITDA.

The results of these analyses are summarized below:


	EV / ’18E Adj. EBITDA
Selected Companies
AT&T Inc.		6.2x
Verizon Communications Inc.		7.2x
Sprint
Sprint Management Sprint Forecasts		7.4x
Adjusted Sprint Management Sprint Forecasts		7.4x
Sprint Wall Street Consensus Estimates		7.3x
T-Mobile
T-Mobile ManagementT-Mobile Forecasts		7.9x
T-Mobile Wall Street Consensus Estimates		7.5x
Median (includesT-Mobile Consensus, AT&T Inc. and Verizon Communications Inc.)		7.2x

Using this reference range and Sprint’s estimated 2018 calendar year adjusted EBITDA of approximately $7.2 billion, as reflected in the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts, Centerview calculated a range of implied value per share of Sprint’s common stock of $3.50 to $5.25. Using this reference range andT-Mobile’s estimated 2018 calendar year adjusted EBITDA of approximately $10.4 billion, as reflected in theT-Mobile managementT-Mobile forecasts, Centerview calculated a range of

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implied value per share ofT-Mobile’s common stock of $43.20 to $55.25. Centerview then calculated the ratio of the lowest implied per share price of Sprint’s common stock to the highest implied per share price ofT-Mobile’s common stock and the ratio of the highest implied per share price of Sprint’s common stock to the lowest implied per share price ofT-Mobile’s common stock to derive an implied exchange ratio range of 0.06335x to 0.12153x. Centerview then compared this implied exchange ratio to the exchange ratio pursuant to the business combination agreement.

Selected Precedent Transaction Analysis

Centerview performed a selected precedent transactions analysis in which Centerview reviewed publicly available financial terms of the following selected transactions in the wireless communications industry since 2008 (excluding divestitures and spectrum-only deals, in which a U.S. based target was acquired in a transaction valued greater than $1 billion) that Centerview in its professional judgment deemed relevant to consider in relation to Sprint,T-Mobile and the merger transactions.

The selected transactions were:


Announcement Date	Acquirer	Target	EV / LTM Adj. EBITDA
June 2008	Verizon Wireless	Alltel Corporation⁽¹⁾	8.9x
June 2013	SoftBank Corp.	Sprint Nextel Corporation	8.1x⁽²⁾
July 2013	AT&T Inc.	Leap Wireless International, Inc.	7.8x / 7.5x⁽³⁾
November 2008	AT&T Inc.	Centennial Communications Corp.	7.2x
March 2011	AT&T Inc.	T-Mobile USA, Inc.⁽⁴⁾	7.1x
April 2013	T-Mobile USA, Inc.	MetroPCS Communications, Inc.	5.5x⁽⁵⁾ / 4.5x⁽⁶⁾
September 2013	Verizon Communications Inc.	Vodafone Group Plc’s stake in Cellco Partnership, Inc.⁽⁷⁾	9.4x

(1)	Transaction announced prior to the 2008—2009 financial crisis.

(2)	Excludes the impact of Sprint’s acquisition of Clearwire Corporation.

(3)	Reflects adjustment for anticipated sale of Leap Wireless International, Inc.’s Chicago 700MHzA-block spectrum with proceeds accruing to the selling stockholders. Chicago 700MHzA-block spectrum had recently been purchased by Leap for $204 million.

(4)	Transaction terminated.

(5)	Structured as a reverse merger and recapitalization withT-Mobile. Includes $1.5 billion cash reserved for spectrum purchase.

(6)	Excludes $1.5 billion cash reserved for spectrum purchase.

(7)	Non-control transaction.

No company or transaction used in this analysis is identical or directly comparable to Sprint (as it existed at the time of Centerview’s analysis),T-Mobile or the merger transactions. The companies included in the selected transactions listed above were selected, among other reasons, because they have certain characteristics that, for the purposes of this analysis, may be considered similar to certain characteristics of Sprint andT-Mobile. The reasons for and the circumstances surrounding each of the selected transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Sprint,T-Mobile and the companies included in the selected transaction analysis. Accordingly, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected transactions analysis. This analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the selected target companies, Sprint andT-Mobile.

Financial data for the selected transactions was based on publicly available information at the time of the announcement of the relevant transactions that Centerview obtained from SEC filings, the S&P Capital IQ, FactSet and Wall Street research.

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Centerview calculated, for each selected transaction set forth above, among other things, the enterprise value implied for the applicable target company based on the consideration payable in the applicable selected transaction as a multiple of the target company’s adjusted EBITDA for the latest12-month period for which financial information had been made public (which we refer to in this section entitled “ —Opinion of Centerview to the Sprint Independent Committee” as “LTM adjusted EBITDA”), at the time of the transaction announcement, except where such information was not available.

Based on the foregoing analysis and other considerations that Centerview deemed relevant in its experience and professional judgment, for purposes of its analysis Centerview selected an enterprise value to LTM adjusted EBITDA multiple reference range of 7.0x to 8.0x for each of Sprint andT-Mobile. Using this reference range and Sprint’s LTM adjusted EBITDA of approximately $7.3 billion, Centerview calculated a range of implied values per share of Sprint’s common stock of $4.55 to $6.30. Using this reference range andT-Mobile’s LTM adjusted EBITDA of approximately $10.3 billion, Centerview calculated a range of implied value per share ofT-Mobile’s common stock of $47.95 to $59.85. Centerview then calculated the ratio of the lowest implied per share price of Sprint’s common stock to the highest implied per share price ofT-Mobile’s common stock and the ratio of the highest implied per share price of Sprint’s common stock to the lowest implied per share price ofT-Mobile’s common stock to derive an implied exchange ratio range of 0.07602x to 0.13139x. Centerview then compared this implied exchange ratio range to the exchange ratio pursuant to the business combination agreement.

Discounted Cash Flows Analysis

Centerview performed a discounted cash flow analysis of Sprint based on the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts and ofT-Mobile based on theT-Mobile managementT-Mobile forecasts for the calendar years ending December 31, 2018 through December 31, 2022. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing these analyses, Centerview calculated the estimated present value of the standalone unleveredafter-tax free cash flows that Sprint andT-Mobile were each forecasted to generate during the last nine months of the calendar year ending December 31, 2018 through the calendar year ending December 31, 2022. Standalone unleveredafter-tax free cash flow for Sprint represents adjusted EBITDA (which reflected stock-based compensation and handset depreciation as expenses) less cash taxes, plus handset depreciation, less handset capital expenditures, less network capital expenditures, less change in net working capital, less restructuring costs and certain adjustments related to the effect of decommissioning, pension and installment billings. Standalone unleveredafter-tax free cash flow forT-Mobile represents adjusted EBITDA (which reflected stock-based compensation and handset depreciation as expenses) less cash taxes, plus handset depreciation, less handset capital expenditures, less network capital expenditures, less change in net working capital and certain adjustments related to the effect of bad debt expense and other special factors.

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Sprint

Centerview calculated the present value of Sprint’s tax assets based on the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts using a range of weighted average cost of capital. These calculations were then used in Centerview’s discounted cash flows analysis. The results of these calculations are summarized below:


		($ in billions)
	Sprint Management Sprint Forecasts	Adjusted Sprint Management Sprint Forecasts
Weighted Average Cost of Capital	Present Value of Tax Assets
7.25%	$5.2	$5.2
7.75%	$5.1	$5.1
8.25%	$5.0	$4.9

Financial data of Sprint was based on the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts. The terminal value of Sprint at the end of the forecast period was estimated by using perpetuity growth rates ranging from (1) 1.0% to 2.0% based on the Sprint management Sprint forecasts and (2) 0.75% to 1.75% based on the adjusted Sprint management Sprint forecasts. The unlevered free cash flows and terminal values were then discounted to present value using discount rates ranging from 7.25% to 8.25%. This range of discount rates was determined based on Centerview’s analysis of Sprint’s weighted average cost of capital and utilizedmid-year convention. Based on its analysis, Centerview calculated a range of implied values per share of Sprint’s common stock, rounded to the nearest $0.05, of (a) $8.00 to $13.55 based on the Sprint management Sprint forecasts and (b) $3.35 to $7.15 based on the adjusted Sprint management Sprint forecasts.

T-Mobile

Centerview calculated the present value ofT-Mobile’s tax assets based on theT-Mobile managementT-Mobile forecasts using a range of weighted average cost of capital. These calculations were then used in Centerview’s discounted cash flows analysis. The results of these calculations are summarized below:


		($ in billions)
Weighted Average Cost of Capital		Present Value of Tax Assets
6.50%		$1.6
7.00%		$1.6
7.50%		$1.6

Financial data ofT-Mobile was based on theT-Mobile managementT-Mobile forecasts for the calendar years ending December 31, 2018 through December 31, 2022. The terminal value ofT-Mobile at the end of the forecast period was estimated by using perpetuity growth rates ranging from 1.0% to 2.0%. The unlevered free cash flows and terminal values were then discounted to present value using discount rates ranging from 6.50% to 7.50%. This range of discount rates was determined based on Centerview’s analysis ofT-Mobile’s weighted average cost of capital and utilizedmid-year convention. Based on its analysis, Centerview calculated a range of implied values per share ofT-Mobile’s common stock, rounded to the nearest $0.05, of $56.65 to $93.05.

Centerview then calculated the ratio of the highest implied price per share of Sprint’s common stock for each of the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts to the lowest implied price per share ofT-Mobile’s common stock and the ratio of the lowest implied price per share of Sprint’s common stock for each of the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts to the highest implied price per share ofT-Mobile’s common stock to derive an implied exchange ratio range of (1) 0.08598x to 0.23919x based on the Sprint management Sprint forecasts and theT-Mobile managementT-Mobile forecasts and (2) 0.03600x to 0.12621x based on the adjusted Sprint management Sprint forecasts and theT-Mobile managementT-Mobile forecasts. Centerview then compared these implied exchange ratio ranges to the exchange ratio pursuant to the business combination agreement.

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Illustrative Contribution Analysis

Centerview performed an illustrative relative contribution analysis of Sprint andT-Mobile in which Centerview reviewed the implied exchange ratio calculated based on relative contributions of Sprint andT-Mobile to the pro forma combined company’s estimated adjusted EBITDA, assuming no synergies, based on the Sprint management Sprint forecasts, adjusted Sprint management Sprint forecasts and theT-Mobile managementT-Mobile forecasts. In performing this analysis, Centerview calculated (1) the implied ownership split and (2) the implied exchange ratio, in each case adjusted for Sprint’s andT-Mobile’s respective capital structures and based on Sprint’s andT-Mobile’s adjusted EBITDA for the calendar year 2017 and estimated adjusted EBITDA for the calendar years 2018 and 2019.

To derive the relative contributions based on the pro forma combined company’s adjusted EBITDA, Centerview derived an implied combined company enterprise value for Sprint andT-Mobile reflecting the sum of (1) Sprint market-implied enterprise value as of April 9, 2018 and(2) T-Mobile market-implied enterprise value as of April 9, 2018. Centerview then derived implied equity values of Sprint andT-Mobile after (a) multiplying the implied combined company enterprise value by the Sprint andT-Mobile percentage contribution of adjusted EBITDA and (b) giving effect to the merger transactions by deducting from the implied Sprint enterprise value Sprint’s net debt andnon-controlling interest as of March 31, 2018 and deducting from the impliedT-Mobile enterprise valueT-Mobile’s net debt as of March 31, 2018. Centerview then calculated the implied Sprint ownership and exchange ratios based on the implied equity values of Sprint andT-Mobile.

The results of this analysis are summarized below:


	Implied Ownership Split	Implied Exchange Ratio
2017	34.1% / 65.9%		0.10963x
2018
Sprint Management Sprint Forecasts & Adjusted Sprint Management Sprint Forecasts	31.1% / 68.9%		0.09590x
2019
Sprint Management Sprint Forecasts	36.9% / 63.1%		0.12378x
Adjusted Sprint Management Sprint Forecasts	33.7% / 66.3%		0.10744x

Centerview then compared these implied exchange ratios to the exchange ratio pursuant to the business combination agreement.

Other Factors

Centerview noted for the Sprint independent committee certain additional factors solely for informational purposes, including, among other things, the following:

•

Historical Stock Price Trading Analysis. Centerview reviewed historical closing prices for shares of Sprint’s common stock and shares ofT-Mobile’s common stock for the52-week period ended April 9, 2018, which reflected low and high implied exchange ratios of 0.06983x to 0.16886x on a per trading day basis. Centerview then compared this implied exchange ratio range to the exchange ratio pursuant to the business combination agreement.

•

Analyst Price Targets Analysis. Centerview reviewed stock price targets for shares of Sprint’s common stock in Wall Street research analyst reports publicly available as of April 27, 2018, which indicated the latest available low and high stock price targets for shares of Sprint’s common stock ranging from $4.50 to $7.00 per share, excluding outliers and brokers with price targets that explicitly reflect the impact of speculation of a transaction withT-Mobile. Centerview also reviewed stock price targets for

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shares ofT-Mobile’s common stock in Wall Street research analyst reports publicly available as of April 27, 2018, which indicated the latest available low and high stock price targets for shares ofT-Mobile’s common stock ranging from $65.00 to $82.00 per share, excluding outliers. Centerview then calculated the ratio of such low stock price target for shares of Sprint’s common stock to such high stock price target for shares ofT-Mobile’s common stock and the ratio of such high stock price target for shares of Sprint’s common stock to such low stock price target for shares ofT-Mobile’s common stock to derive an implied exchange ratio range of 0.05488x to 0.10769x. Centerview then compared this implied exchange ratio range to the exchange ratio pursuant to the business combination agreement.

•

“Has/Gets” Analysis. Centerview calculated implied per share equity values of the pro forma combined company allocable to holders of Sprint’s common stock on a pro forma basis based on the exchange ratio pursuant to the business combination agreement and an ownership percentage of Sprint stockholders in the pro forma combined company of 33%. In performing this analysis, Centerview added to the $5.14 closing price per share of Sprint’s common stock on April 9, 2018, the day prior to press reports of negotiations between Sprint andT-Mobile, the following: (1) $0.68 per share, representing the premium per share of Sprint’s common stock implied by the premium of the exchange ratio pursuant to the business combination agreement to the exchange ratio implied by the closing prices per share of Sprint’s common stock andT-Mobile’s common stock on April 9, 2018 and (2) $3.66 per share, representing the portion of the estimated synergies, capitalized based on an illustrative, blended enterprise value to estimated 2018 calendar year adjusted EBITDA multiple of 7.4x, that would be allocable to holders of Sprint’s common stock per share. Centerview then subtracted from the result of the foregoing calculation, $1.33, representing the portion of the cost to achieve the estimated synergies, capitalized based on an illustrative, blended enterprise value to estimated 2018 calendar year adjusted EBITDA multiple of 7.4x, together with an illustrative $2 billion of transaction expenses, in each case that would be allocable to holders of Sprint’s common stock. The foregoing calculations resulted in an illustrative value attributable to each share of Sprint’s common stock of $8.14. Financial data for this analysis was based on the Sprint management Sprint forecasts, the adjusted Sprint management Sprint forecasts, theT-Mobile managementT-Mobile forecasts, the estimated synergies and costs to achieve such synergies as estimated by Sprint andT-Mobile and FactSet as of April 9, 2018. Actual results achieved by Sprint,T-Mobile and the pro forma combined company may vary from forecasted results and such variations may be material.

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Sprint independent committee in its evaluation of the merger transactions. Consequently, the analyses described above should not be viewed as determinative of the views of the Sprint independent committee or management of Sprint with respect to the exchange ratio or as to whether the Sprint independent committee would have been willing to determine that a different exchange ratio or consideration was fair. The exchange ratio for the merger was determined througharm’s-length negotiations between Sprint andT-Mobile and was approved by the Sprint board of directors. Centerview provided advice to the Sprint independent committee during these negotiations. Centerview did not, however recommend any specific amount of consideration or a specific exchange ratio to Sprint or the Sprint independent committee or that any specific amount of consideration constituted the only appropriate consideration for the merger transactions.

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Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, except for Centerview’s engagement by the Sprint independent committee in connection with the merger transactions, Centerview was not engaged to provide financial advisory or other services to Sprint, and Centerview did not receive any compensation from Sprint during such period. In the two years prior to the date of its written opinion, Centerview was not engaged to provide financial advisory or other services toT-Mobile, the Deutsche Telekom Parties, the SoftBank Parties, Merger Company or Merger Sub, and Centerview did not receive any compensation fromT-Mobile, the Deutsche Telekom Parties, the SoftBank Parties, Merger Company or Merger Sub during such period. Centerview may provide investment banking and other services to or with respect to Sprint,T-Mobile, the Deutsche Telekom Parties or the SoftBank Parties or their respective affiliates in the future, for which Centerview may receive compensation. Certain (1) of Centerview and its affiliates’ directors, officers, members and employees, or family members of such persons, (2) of Centerview’s affiliates or related investment funds and (3) investment funds or other persons in which any of the foregoing may have financial interests or with which they mayco-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, Sprint,T-Mobile, the Deutsche Telekom Parties, the SoftBank Parties or any of their respective affiliates, or any other party that may be involved in the merger transactions.

The Sprint independent committee selected Centerview as its financial advisor in connection with the merger transactions because Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger transactions.

In connection with Centerview’s services as the financial advisor to the Sprint independent committee, Sprint has agreed to pay Centerview an aggregate fee of $16 million, of which $11 million was payable upon the execution of the business combination agreement and $5 million is payable contingent upon the completion of the merger transactions. In addition, Sprint has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

T-Mobile Unaudited Prospective Financial Information

T-Mobile does not publicly disclose long-term projections as to future performance, revenues, earnings or other results, with the exception of a three-year compound annual growth rate for free cash flow, due to, among other reasons, the uncertainty and subjectivity of the underlying assumptions and estimates. As a result,T-Mobile does not endorse the unaudited prospective financial information or estimated synergies as a reliable indication of future results.T-Mobile has prepared this prospective financial information on a different basis than the selected unaudited pro forma condensed consolidated financial information included in this joint consent solicitation statement/prospectus and is including certain unaudited prospective financial information and therun-rate of certain unaudited estimated operating synergies (which we refer to as the “estimated synergies”) in this joint consent solicitation statement/prospectus solely because they were among the financial information made available to theT-Mobile board of directors,T-Mobile’s financial advisors, Sprint and/or Sprint’s financial advisors in connection with their respective evaluations of the merger transactions and the other transactions contemplated by the business combination agreement. The estimated synergies were projected byT-Mobile’s management based in part on inputs from and discussions with Sprint management to result from the merger and be realized by the combined company on arun-rate basis by the end of the fiscal year ended December 31, 2026, assuming that the closing occurs by December 31, 2018. The combined company forecasts (as defined below) were prepared byT-Mobile’s management based in part on inputs from and discussions with Sprint management. The unaudited prospective financial information and the estimated synergies are not being included in this joint consent solicitation statement/prospectus in order to influence anyT-Mobile stockholder or Sprint stockholder to make an investment decision with respect to the merger transactions or to influence anyT-Mobile stockholder or Sprint stockholder as to whether or how such stockholder should deliver a written consent or act with respect to theT-Mobile proposals, the Sprint proposals, the merger transactions or the other transactions contemplated by the business combination agreement or any other matter. The unaudited prospective financial information and the

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estimated synergies presented below were prepared byT-Mobile’s management (in the case of the combined company forecasts and the estimated synergies, based in part on inputs from and discussions with Sprint management) for internal planning purposes prior to and during April 2018. The unaudited prospective financial information and the estimated synergies were based solely upon information available toT-Mobile’s management at the time of their preparation. The unaudited prospective financial information and the estimated synergies were based on estimates and assumptions made byT-Mobile’s management (in the case of the combined company forecasts and the estimated synergies, based in part on inputs from and discussions with Sprint management) prior to and during April 2018 and speak only as of that time. The estimated synergies assumed that the merger would be completed and that the expected benefits of the merger would be realized, including that no restrictions, terms or other conditions would be imposed in connection with the receipt of any necessary governmental, regulatory or other approvals or consents in connection with the completion of the merger, including any divestitures or other actions contemplated by the business combinationagreement. T-Mobile has not updated the unaudited prospective financial information included in this joint consent solicitation statement/prospectus and does not intend to do so.

The inclusion of the unaudited prospective financial information and the estimated synergies in this joint consent solicitation statement/prospectus should not be regarded as an indication that any ofT-Mobile, Sprint, Deutsche Telekom, SoftBank, any of their respective affiliates, any of their respective financial advisors or any other person considered, or now considers, this information to be necessarily predictive of actual future results or events, and it should not be relied upon as such. There can be no assurance that the prospective results or synergies will be realized or that actual results or synergies will not be significantly higher or lower than estimated.

Because the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year.T-Mobile stockholders and Sprint stockholders are urged to review the SEC filings ofT-Mobile incorporated by reference into this joint consent solicitation statement/prospectus for a description of risk factors with respect to the business ofT-Mobile. See “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Where You Can Find More Information.” The unaudited prospective financial information ofT-Mobile and the combined company was not prepared with a view toward public disclosure, and the unaudited prospective financial information and the estimated synergies were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The unaudited prospective financial information was prepared byT-Mobile’s management (in the case of the combined company forecasts and the estimated synergies, based in part on inputs from and discussions with Sprint management) and is the responsibility ofT-Mobile’s management. Neither the independent registered public accounting firm ofT-Mobile nor any other independent accountant has audited, reviewed, compiled, examined or applied agreed-upon procedures with respect to the unaudited prospective financial information or the estimated synergies, and accordingly, neither the independent registered public accounting firm ofT-Mobile nor any other independent accountant expresses an opinion or provides any form of assurance with respect thereto. The report of the independent registered public accounting firm ofT-Mobile contained inT-Mobile’s Annual Report on Form10-K for the year ended December 31, 2017, as updated by the Current Report on Form8-K filed with the SEC on June 18, 2018, which is incorporated by reference into this joint consent solicitation statement/prospectus, relates toT-Mobile’s previously issued financial statements. It does not extend to the unaudited prospective financial information or the estimated synergies and should not be read to do so. Furthermore, the unaudited prospective financial information does not necessarily reflectT-Mobile’s current estimates and does not take into account any circumstances or events occurring after the date it was prepared, and some or all of the assumptions that have been made regarding, among other things, the timing of certain occurrences or impacts, may have changed since such date. In particular, the unaudited prospective financial information set forth below does not give effect to the merger transactions (except in the case of the combined company forecasts and estimated synergies), nor does it take into account the effect of any failure of the merger transactions to occur, and should not be viewed as accurate in those contexts.

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The inclusion of the unaudited prospective financial information herein should not be deemed an admission or representation byT-Mobile, Sprint, Deutsche Telekom, SoftBank or any of their respective affiliates that it or they view it as material information ofT-Mobile, and in fact, none of the foregoing view the unaudited prospective financial information as material because of the inherent risks and uncertainties associated with such long-term projections. The unaudited prospective financial information should be evaluated in conjunction with the historical financial statements and other information regardingT-Mobile contained in this joint consent solicitation statement/prospectus andT-Mobile’s public filings with the SEC.

The following table presents selected unaudited prospective financial data ofT-Mobile made available to theT-Mobile board of directors and the financial advisors to theT-Mobile independent committee andT-Mobile, as well as (except as noted below) to Sprint and the financial advisors to the Sprint independent committee and Sprint (which we refer to as the“T-Mobile managementT-Mobile forecasts”):


(in millions)	Quarter Ended March 31, 2018E⁽¹⁾			Three Quarters Ended December 31, 2018E⁽¹⁾			Year Ended December 31,
(in millions)	Quarter Ended March 31, 2018E⁽¹⁾			Three Quarters Ended December 31, 2018E⁽¹⁾			2019E			2020E			2021E			2022E			2023E			2024E			2025E			2026E
Service revenues	$	7,858		$	23,956		$	33,217		$	34,381		$	35,409		$	36,409		$	37,277		$	38,049		$	38,751		$	39,403
Total revenues		9,927			31,502			43,201			44,635			45,963			47,154			48,194			49,123			49,969			50,755
EBITDA⁽²⁾		2,772			8,167			11,524			12,213			12,700			13,234			13,703			14,123			14,507			14,865
Adjusted EBITDA⁽³⁾		2,863			8,453			11,836			12,525			13,012			13,546			14,015			14,435			14,819			15,177
Cash capital expenditures⁽⁴⁾		(1,376	)		(3,915	)		(5,339	)		(4,990	)		(5,150	)		(5,098	)		(5,022	)		(4,917	)		(4,867	)		(4,853	)
Unlevered free cash flow⁽⁵⁾		1,202			3,297			3,715			4,638			5,320			5,256			5,275			5,520			5,768			6,047

(1)

The estimates presented in these columns were made available to theT-Mobile board of directors and the financial advisors to theT-Mobile independent committee andT-Mobile. Sprint and the financial advisors to the Sprint independent committee and Sprint were provided (other than with respect to unlevered free cash flow) with estimates for the same periods that were not materially different from those presented in these columns and that, with respect to each line item in these columns, provided the same total amount when aggregating for the full calendar year 2018 the amounts for the quarter ended March 31, 2018 and the three quarters ended December 31, 2018.

(2)	EBITDA is anon-GAAP measure, which is calculated as earnings before interest expense, net of interest income, income tax expense, depreciation and amortization expense and includesnon-cash stock-based compensation and other special factors as expenses.

(3)	Adjusted EBITDA is anon-GAAP measure, which is calculated as earnings before interest expense, net of interest income, income tax expense, depreciation and amortization expense and does not includenon-cash stock-based compensation and other special factors as expenses.

(4)	Calculated as cash capital expenditures related to the purchase of tangible assets.

(5)

Unlevered free cash flow is anon-GAAP measure, which is calculated as EBITDA less cash taxes, capital expenditures (including estimated spectrum related expenditures), changes in net working capital, cash payments for debt prepayment or debt extinguishment costs, plus proceeds related to beneficial interests in securitization transactions, and other cash items. The unlevered free cash flow data ofT-Mobile in theT-Mobile managementT-Mobile forecasts was not provided to Sprint or the financial advisors to the Sprint independent committee or Sprint.

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The following table presents selected unaudited prospective financial data of the combined company made available to theT-Mobile board of directors and the financial advisors to theT-Mobile independent committee andT-Mobile, as well as (except as noted below) to Sprint and the financial advisors to the Sprint independent committee and Sprint (which we refer to as the “combined company forecasts”):


(in millions)	Year Ended December 31,
(in millions)	2019E			2020E			2021E			2022E			2023E			2024E			2025E			2026E
Service revenues	$	56,256		$	57,498		$	59,070		$	60,910		$	62,944		$	65,005		$	66,941		$	68,527
Total revenues		78,837			80,736			83,229			86,485			90,157			93,410			95,933			97,855
EBITDA⁽¹⁾		22,397			24,197			26,559			28,046			30,881			35,263			36,685			37,839
Adjusted EBITDA⁽²⁾		22,841			24,644			27,009			28,502			31,341			35,728			37,154			38,313
Cash capital expenditures⁽³⁾		(12,849	)		(10,398	)		(11,725	)		(9,205	)		(8,622	)		(8,628	)		(8,716	)		(8,825	)
Unlevered free cash flow⁽⁴⁾		3,413			7,152			7,658			10,025			11,871			14,870			15,619			16,439

(1)	EBITDA is anon-GAAP measure, which is calculated as earnings before interest expense, net of interest income, income tax expense, depreciation and amortization expense and includesnon-cash stock-based compensation and other special factors as expenses.

(2)

Adjusted EBITDA is anon-GAAP measure, which is calculated as earnings before interest expense, net of interest income, income tax expense, depreciation and amortization expense and does not includenon-cash stock-based compensation and other special factors as expenses. For the purposes of the combined company forecasts, costs to achieve synergies are not presented as a special factor and are included in adjusted EBITDA.

(3)	Calculated as cash capital expenditures related to the purchase of tangible assets.

(4)

Unlevered free cash flow is anon-GAAP measure, which is calculated as EBITDA less cash taxes, capital expenditures (including estimated spectrum related expenditures), changes in net working capital, cash payments for debt prepayment or debt extinguishment costs, plus proceeds related to beneficial interests in securitization transactions, and other cash items. The unlevered free cash flow data of the combined company in the combined company forecasts was not provided to Sprint or the financial advisors to the Sprint independent committee or Sprint.

The following table presents the estimated synergies on a run rate basis (and is not reflective of the phase in of estimated synergies during preceding years):


(in billions)	Run Rate, Year Ended December 31, 2026E⁽¹⁾
Network⁽²⁾	$	4.2
Sales, services & marketing		1.4
Back office⁽³⁾		1.1
Customer impact and other growth opportunities⁽⁴⁾		1.7

(1)	Calculated on apre-tax basis.

(2)	Includes $0.4 billion of network capital expenditure synergies.

(3)	Includes $0.1 billion of back office capital expenditure synergies.

(4)	Includes $(0.5) billion of customer impact and other growth opportunities capital expenditures synergies.

Although presented with numerical specificity, the unaudited prospective financial information (including theT-Mobile management Sprint forecasts below) and estimated synergies reflect numerous assumptions and estimates as to future events made by the management ofT-Mobile (in the case of the combined company forecasts and the estimated synergies, based in part on inputs from and discussions with Sprint management). In preparing the unaudited prospective financial information and estimated synergies,T-Mobile made assumptions and estimates regarding, among other things, total customers and revenues per customer, pricing and volume of products and services sold, network, spectrum and other capital expenditures, interest rates, corporate financing activities, including the amount and timing of the issuance of debt, the timing and amount of equity issuances or repurchases, the effective tax rate, the regulatory and legal environment in whichT-Mobile operates, and the amount of general and administrative costs. At the time such unaudited prospective financial information and

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estimated synergies were prepared,T-Mobile’s management believed such assumptions and estimates were reasonable.

The unaudited prospective financial information and the estimated synergies constitute forward-looking statements and no assurances can be given that the assumptions made in preparing the unaudited prospective financial information and estimated synergies will accurately reflect future conditions. The estimates and assumptions underlying the unaudited prospective financial information and estimated synergies involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions, future tax rates and future business decisions which may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, risks and uncertainties described under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are beyond the control ofT-Mobile and/or Sprint and will be beyond the control of the combined company. In addition, the unaudited prospective financial information and estimated synergies will be affected byT-Mobile’s or the combined company’s, as applicable, ability to achieve strategic goals, objectives and targets over the applicable periods. As a result, there can be no assurance that the underlying assumptions will prove to be accurate or that the projected results or synergies will be realized, and actual results or synergies likely will differ, and may differ materially, from those reflected in the unaudited prospective financial information and the estimated synergies, whether or not the merger transactions are completed.

T-Mobile stockholders and Sprint stockholders are urged to reviewT-Mobile’s most recent SEC filings for a description ofT-Mobile’s results of operations and financial condition and capital resources during 2016, 2017 and 2018, including“Management’s Discussion and Analysis of Financial Condition and Results of Operations” inT-Mobile’s Annual Report on Form10-K for the year ended December 31, 2017, as updated by the Current Report on Form8-K filed with the SEC on June 18, 2018, along with the unaudited condensed consolidated financial statements ofT-Mobile contained inT-Mobile’s Quarterly Report on Form10-Q for the six month period ended June 30, 2018, which are incorporated by reference into this joint consent solicitation statement/prospectus.

In light of, among other matters, the foregoing factors and the uncertainties inherent in the unaudited prospective financial information and the estimated synergies, readers of this joint consent solicitation statement/prospectus are cautioned not to place undue, if any, reliance on the unaudited prospective financial information and the estimated synergies included in this joint consent solicitation statement/prospectus. No representation is made byT-Mobile, Sprint, Deutsche Telekom, SoftBank, any of their respective affiliates, any of their respective financial advisors or any other person to anyT-Mobile stockholder or any Sprint stockholder regarding the ultimate performance ofT-Mobile or the combined company compared to the information included in the unaudited prospective financial information and estimated synergies. In particular,T-Mobile has made no representation to Sprint, SoftBank or any other party to the business combination agreement concerning the unaudited prospective financial information or the estimated synergies. None ofT-Mobile, Sprint, Deutsche Telekom, SoftBank, any of their respective affiliates or any of their respective financial advisors can provide assurance of the validity, reasonableness, accuracy or completeness of the unaudited prospective financial information or the estimated synergies included in this joint consent solicitation statement/prospectus. The inclusion of unaudited prospective financial information and estimated synergies in this joint consent solicitation statement/prospectus should not be regarded as an indication that such unaudited prospective financial information will be an accurate prediction of future events, and such information should not be relied on as such.

T-MOBILE DOES NOT INTEND TO, AND DISCLAIMS ANY OBLIGATION TO, UPDATE, CORRECT OR OTHERWISE REVISE THE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION AND ESTIMATED SYNERGIES TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH UNAUDITED PROSPECTIVE FINANCIAL INFORMATION OR ESTIMATED SYNERGIES ARE NO LONGER APPROPRIATE (EVEN IN THE SHORT TERM).

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Sprint Unaudited Prospective Financial Information

Sprint does not publicly disclose long-term projections as to future performance, revenues, earnings or other results due to, among other reasons, the uncertainty and subjectivity of the underlying assumptions and estimates. As a result, Sprint does not endorse the unaudited prospective financial information or the estimated synergies as a reliable indication of future results. Sprint is including certain unaudited prospective financial information in this section of this joint consent solicitation statement/prospectus solely because it was among the financial information made available to the Sprint board of directors, Sprint’s financial advisors,T-Mobile and/orT-Mobile’s financial advisors in connection with their respective evaluations of the merger transactions and the other transactions contemplated by the business combination agreement. The unaudited prospective financial information is not being included in this joint consent solicitation statement/prospectus in order to influence any Sprint stockholder orT-Mobile stockholder to make an investment decision with respect to the merger transactions or to influence any Sprint stockholder orT-Mobile stockholder as to whether or how such stockholder should deliver a written consent or act with respect to the Sprint proposals, theT-Mobile proposals, the merger transactions or the other transactions contemplated by the business combination agreement or any other matter. The unaudited prospective financial information presented below as the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts was prepared by Sprint’s management for internal planning purposes from January through April 2018. Such unaudited prospective financial information was based solely upon information available to Sprint’s management at the time of their preparation. Such unaudited prospective financial information was based on estimates and assumptions made by Sprint’s management from January through April 2018 and speaks only as of that time. Sprint has not updated the unaudited prospective financial information included in this joint consent solicitation statement/prospectus and does not intend to do so.

The inclusion of the unaudited prospective financial information in this joint consent solicitation statement/prospectus should not be regarded as an indication that any of Sprint,T-Mobile, SoftBank, Deutsche Telekom, any of their respective affiliates, any of their respective financial advisors or any other person considered, or now considers, this information to be necessarily predictive of actual future results or events, and it should not be relied upon as such. There can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than estimated.

Because the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. Sprint stockholders andT-Mobile stockholders are urged to review the SEC filings of Sprint incorporated by reference into this joint consent solicitation statement/prospectus for a description of risk factors with respect to the business of Sprint. See “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Where You Can Find More Information.” The unaudited prospective financial information of Sprint was not prepared with a view toward public disclosure and was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The unaudited prospective financial information presented below as the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts was prepared by Sprint’s management and is the responsibility of Sprint’s management. Neither the independent registered public accounting firm of Sprint nor any other independent accountant has audited, reviewed, compiled, examined or applied agreed-upon procedures with respect to the unaudited prospective financial information, and accordingly, neither the independent registered public accounting firm of Sprint nor any other independent accountant expresses any opinion or any other form of assurance on such information or its achievability, and assumes no responsibility for, and disclaims any association with, the unaudited prospective financial information. The report of the independent registered public accounting firm of Sprint contained in Sprint’s Annual Report onForm 10-K for the year ended March 31, 2018, which is incorporated by reference into this joint consent solicitation statement/prospectus, relates to Sprint’s previously issued financial statements. It does not extend to the unaudited prospective financial information and should not be read to do so. Furthermore, the unaudited prospective financial information does not necessarily reflect Sprint’s current estimates and does not take into account any circumstances or events occurring after the date it was prepared, and some or all of the assumptions

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that have been made regarding, among other things, the timing of certain occurrences or impacts, may have changed since such date. In particular, the unaudited prospective financial information set forth below does not give effect to the merger transactions, nor does it take into account the effect of any failure of the merger transactions to occur, and should not be viewed as accurate in those contexts.

The inclusion of the unaudited prospective financial information herein should not be deemed an admission or representation by Sprint,T-Mobile, SoftBank, Deutsche Telekom or any of their respective affiliates that it or they view it as material information of Sprint, and in fact, none of the foregoing view the unaudited prospective financial information as material because of the inherent risks and uncertainties associated with such long-term projections. The unaudited prospective financial information should be evaluated in conjunction with the historical financial statements and other information regarding Sprint contained in this joint consent solicitation statement/prospectus and Sprint’s public filings with the SEC.

The following table presents selected unaudited prospective financial data of Sprint made available to the Sprint board of directors and the financial advisors to the Sprint independent committee and Sprint, as well as toT-Mobile and the financial advisors to theT-Mobile independent committee andT-Mobile (which we refer to as the “Sprint management Sprint forecasts”):


	Year Ended December 31,
(in millions)	2018E			2019E			2020E			2021E			2022E
Service revenues	$	22,168		$	23,136		$	24,173		$	25,253		$	26,529
Wireline, corporate and other revenues		1,585			1,699			1,823			1,892			1,995
Total revenues		32,952			34,825			37,177			39,262			41,476
EBITDA⁽¹⁾		11,737			14,032			16,010			17,676			19,458
Adjusted EBITDA⁽²⁾		11,890			14,132			16,080			17,728			19,509
Cash capital expenditures⁽³⁾		(5,636	)		(5,570	)		(5,451	)		(4,522	)		(4,683	)
Levered free cash flow⁽⁴⁾		(2,444	)		545			620			2,938			4,281

(1)	EBITDA is anon-GAAP measure, which is calculated as earnings before interest expense, net of interest income, income tax expense, depreciation and amortization expense and includesnon-cash stock-based compensation as an expense.

(2)	Adjusted EBITDA is anon-GAAP measure, which is calculated as earnings before interest expense, net of interest income, income tax expense, depreciation and amortization expense and does not includenon-cash stock-based compensation as an expense.

(3)	Calculated as cash capital expenditures related to the purchase of tangible assets.

(4)	Levered free cash flow is anon-GAAP measure, which is calculated as cash provided by operating activities less cash used in investing activities.

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In addition to the Sprint management Sprint forecasts, at the request of the Sprint board of directors, Sprint management began in January 2018 the preparation of unaudited prospective financial data reflecting certain adjustments to the Sprint management Sprint forecasts, taking into account certain Sprint-specific and overall industry challenges (which Sprint management Sprint forecasts, as so adjusted, we refer to as the “adjusted Sprint management Sprint forecasts”). The adjusted Sprint management Sprint forecasts were initially discussed with the Sprint board of directors in January 2018, after which they were further refined and ultimately shared with the Sprint board of directors and the financial advisors to the Sprint independent committee and Sprint in April 2018. The following table presents the adjusted Sprint management Sprint forecasts:


	Year Ended December 31,
(in millions)	2018E			2019E			2020E			2021E			2022E
Service revenues	$	22,170		$	22,820		$	23,343		$	24,051		$	25,106
Wireline, corporate and other revenues		1,583			1,699			1,823			1,892			1,995
Total revenues		32,952			34,462			36,142			37,719			39,589
EBITDA⁽¹⁾		11,737			13,384			14,617			15,691			16,937
Adjusted EBITDA⁽²⁾		11,890			13,484			14,687			15,742			16,988
Cash capital expenditures⁽³⁾		(5,636	)		(5,570	)		(5,600	)		(5,700	)		(5,750	)
Levered free cash flow⁽⁴⁾		(2,444	)		127			(663	)		(9	)		784

(1)	EBITDA is anon-GAAP measure, which is calculated as earnings before interest expense, net of interest income, income tax expense, depreciation and amortization expense and includesnon-cash stock-based compensation as an expense.

(2)	Adjusted EBITDA is anon-GAAP measure, which is calculated as earnings before interest expense, net of interest income, income tax expense, depreciation and amortization expense and does not includenon-cash stock-based compensation as an expense.

(3)	Calculated as cash capital expenditures related to the purchase of tangible assets.

(4)	Levered free cash flow is anon-GAAP measure, which is calculated as cash provided by operating activities less cash used in investing activities.

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T-Mobile’s management made certain adjustments and extrapolations to the Sprint management Sprint forecasts based onT-Mobile’s judgment and experience in the wireless communications services industry. This unaudited prospective financial information was prepared byT-Mobile’s management and is the responsibility ofT-Mobile’s management. Neither the independent registered public accounting firm ofT-Mobile nor any other independent accountant has audited, reviewed, compiled, examined or applied agreed-upon procedures with respect to the unaudited prospective financial information or the estimated synergies, and accordingly, neither the independent registered public accounting firm ofT-Mobile nor any other independent accountant expresses an opinion or provides any form of assurance with respect thereto. The report of the independent registered public accounting firm ofT-Mobile contained inT-Mobile’s Annual Report on Form10-K for the year ended December 31, 2017, as updated by the Current Report on Form8-K filed with the SEC on June 18, 2018, which is incorporated by reference into this joint consent solicitation statement/prospectus, relates toT-Mobile’s previously issued financial statements. It does not extend to the unaudited prospective financial information or the estimated synergies and should not be read to do so. The following table presents the Sprint management Sprint forecasts, as adjusted and extrapolated byT-Mobile’s management and made available to theT-Mobile board of directors and the financial advisors to theT-Mobile independent committee andT-Mobile, as well as (except as noted below) to Sprint and the financial advisors to the Sprint independent committee and Sprint (which we refer to as the“T-Mobile management Sprint forecasts”):


(in millions)	Quarter Ended March 31, 2018E⁽¹⁾			Three Quarters Ended December 31, 2018E⁽¹⁾			Year Ended December 31,
(in millions)	Quarter Ended March 31, 2018E⁽¹⁾			Three Quarters Ended December 31, 2018E⁽¹⁾			2019E			2020E			2021E			2022E			2023E			2024E			2025E			2026E
Service revenues⁽²⁾	$	5,728		$	17,185		$	23,437		$	24,053		$	24,723		$	25,439		$	26,017		$	26,453		$	26,823		$	27,100
Total revenues⁽²⁾		8,551			25,654			35,275			36,052			36,954			37,988			38,768			39,390			39,922			40,251
EBITDA⁽²⁾⁽³⁾		2,557			8,572			11,531			12,160			12,640			13,370			13,855			14,167			14,414			14,623
Adjusted EBITDA⁽²⁾⁽⁴⁾		2,589			8,669			11,663			12,295			12,779			13,514			14,003			14,320			14,571			14,785
Cash capital expenditures⁽²⁾⁽⁵⁾		(1,135	)		(4,023	)		(4,767	)		(4,867	)		(4,720	)		(4,467	)		(3,967	)		(3,967	)		(3,967	)		(4,010	)
Unlevered free cash flow⁽²⁾⁽⁶⁾		810			(1,353	)		2,705			3,244			1,543			2,703			3,864			4,171			4,481			4,811

(1)

The estimates presented in these columns were made available to theT-Mobile board of directors and the financial advisors to theT-Mobile independent committee andT-Mobile. Sprint and the financial advisors to the Sprint independent committee and Sprint were provided (other than with respect to unlevered free cash flow) with estimates for the calendar year 2018 presented on an annual basis that, with respect to each line item in these columns, provided the same total amount when aggregating for the full calendar year 2018 the amounts for the quarter ended March 31, 2018 and the three quarters ended December 31, 2018.

(2)

The Sprint management Sprint forecasts were provided by Sprint management, and all adjustments and extrapolations were made byT-Mobile management. Service revenues, total revenues, EBITDA, adjusted EBITDA, cash capital expenditures and unlevered free cash flow were adjusted byT-Mobile management to reflect possible adjustments to Sprint’s forecasts of customer additions, customer churn, average revenue per user and operating costs based onT-Mobile management’s experience and discussions with Sprint management.

T-Mobile’s management extrapolated underlying trends based on knowledge of the wireless industry and discussions with Sprint management to arrive at projections for Sprint for the years 2023 through 2026.

(3)	EBITDA is anon-GAAP measure, which is calculated as earnings before interest expense, net of interest income, income tax expense, depreciation and amortization expense and includesnon-cash stock-based compensation as an expense.

(4)	Adjusted EBITDA is anon-GAAP measure, which is calculated as earnings before interest expense, net of interest income, income tax expense, depreciation and amortization expense and does not includenon-cash stock-based compensation as an expense.

(5)	Calculated as cash capital expenditures related to the purchase of tangible assets.

(6)

Unlevered free cash flow is anon-GAAP measure, which is calculated as EBITDA less cash taxes, capital expenditures (including estimated spectrum related expenditures), changes in net working capital, cash payments for debt prepayment or debt extinguishment costs, plus proceeds related to beneficial interests in securitization transactions, and other cash items. The unlevered free cash flow data of Sprint in theT-Mobile management Sprint forecasts was not provided to Sprint or the financial advisors to the Sprint independent committee or Sprint.

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Although presented with numerical specificity, the unaudited prospective financial information reflects numerous assumptions and estimates as to future events made by the management of Sprint and/or the management ofT-Mobile. In preparing the unaudited prospective financial information, Sprint andT-Mobile made assumptions and estimates regarding, among other things, total customers and revenues per customer, pricing and volume of products and services sold, network, spectrum and other capital expenditures, interest rates, corporate financing activities, including the amount and timing of the issuance of debt, the timing and amount of equity issuances or repurchases, the effective tax rate, the regulatory and legal environment in which Sprint operates, and the amount of general and administrative costs. At the time the unaudited prospective financial information was prepared, Sprint’s management (in the case of the assumptions and estimates reflected in the Sprint management Sprint forecasts and the adjusted Sprint management Sprint forecasts) andT-Mobile’s management (in the case of the assumptions and estimates reflected in theT-Mobile management Sprint forecasts) believed such assumptions and estimates were reasonable.

The unaudited prospective financial information constitutes forward-looking statements and no assurances can be given that the assumptions made in preparing the unaudited prospective financial information will accurately reflect future conditions. The estimates and assumptions underlying the unaudited prospective financial information involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions, future tax rates and future business decisions which may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, risks and uncertainties described under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are beyond the control of Sprint and/orT-Mobile and will be beyond the control of the combined company. In addition, the unaudited prospective financial information will be affected by Sprint’s ability to achieve strategic goals, objectives and targets over the applicable periods. As a result, there can be no assurance that the underlying assumptions will prove to be accurate or that the projected results will be realized, and actual results likely will differ, and may differ materially, from those reflected in the unaudited prospective financial information, whether or not the merger transactions are completed.

Sprint stockholders andT-Mobile stockholders are urged to review Sprint’s most recent SEC filings for a description of Sprint’s results of operations and financial condition and capital resources during 2016 and 2017, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Sprint’s Annual Report on Form10-K for the year ended March 31, 2018, which is incorporated by reference into this joint consent solicitation statement/prospectus.

In light of, among other matters, the foregoing factors and the uncertainties inherent in the unaudited prospective financial information, readers of this joint consent solicitation statement/prospectus are cautioned not to place undue, if any, reliance on the unaudited prospective financial information included in this joint consent solicitation statement/prospectus. No representation is made by Sprint,T-Mobile, SoftBank, Deutsche Telekom, any of their respective affiliates, any of their respective financial advisors or any other person to any Sprint stockholder or anyT-Mobile stockholder regarding the ultimate performance of Sprint compared to the information included in the unaudited prospective financial information. In particular, Sprint has made no representation toT-Mobile, Deutsche Telekom or any other party to the business combination agreement concerning the unaudited prospective financial information or the estimated synergies. None of Sprint,T-Mobile, SoftBank, Deutsche Telekom, any of their respective affiliates or any of their respective financial advisors can provide assurance of the validity, reasonableness, accuracy or completeness of the unaudited prospective financial information included in this joint consent solicitation statement/prospectus. The inclusion of unaudited prospective financial information in this joint consent solicitation statement/prospectus should not be regarded as an indication that such unaudited prospective financial information will be an accurate prediction of future events, and such information should not be relied on as such.

SPRINT DOES NOT INTEND TO, AND DISCLAIMS ANY OBLIGATION TO, UPDATE, CORRECT OR OTHERWISE REVISE THE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION TO REFLECT

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CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH UNAUDITED PROSPECTIVE FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE (EVEN IN THE SHORT TERM).

Interests of Certain Executive Officers and Directors ofT-Mobile in the Merger Transactions

Certain ofT-Mobile’s executive officers and members of theT-Mobile board of directors have interests in the merger transactions that may be different from, or in addition to, the interests ofT-Mobile’s stockholders generally. The members of theT-Mobile board of directors and theT-Mobile independent committee were aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the merger transactions.

The merger transactions contemplated by the business combination agreement will not constitute a “change in control” for purposes of theT-Mobile executive compensation and benefit plans described below.

Leadership Following the Merger Transactions

Certain members of theT-Mobile board of directors and certain executive officers ofT-Mobile, including John J. Legere and G. Michael Sievert, will serve as members of the combined company board of directors or executive officers of the combined company following the effective time. See “—Board of Directors and Management of the Combined Company.”

T-Mobile Executive Officer Arrangements

T-Mobile Executive Severance Letters

In connection with the execution of the business combination agreement,T-Mobile entered into severance letter agreements with David R. Carey, J. Braxton Carter, Peter A. Ewens, Thomas C. Keys, David A. Miller, Neville R. Ray and Elizabeth A. McAuliffe (which we refer to as the “severance letter agreements”). The severance letter agreements provide that, upon an executive officer’s termination of employment without cause or for good reason, within 12 months following the earlier of the effective time orT-Mobile’s public announcement that the merger transactions will not close, such executive officer would be entitled to the following: (1) a cash payment equal to the executive officer’s annual incentive for the calendar year in which the termination occurs based on actual performance, prorated for the portion of the year elapsed as of the termination date, which payment is payable in a lump sum; (2) acash severance payment equal to the product of (a) two, multiplied by (b) the sum of the executive officer’s annual base salary plus target annual incentive award, which severance payment is payable in a lump sum; (3) the executive officer’s earned, unpaid annual incentive for the calendar year preceding the year in which the termination occurs (if any), payable in a lump sum; (4) full vesting of the executive’s time-based long-term incentive awards and vesting of the executive’s performance-based long-term incentive awards based on actual performance determined as if the performance period in effect as of the termination date had ended as of the last trading day immediately preceding the termination date; (5) continued medical and dental coverage for the executive and the executive’s eligible dependents for up to 18 months following the termination date; and (6) outplacement services for 12 months following termination. As a condition of receiving the severance benefits under the severance letter agreements, the applicable executive officer must execute a release of claims in favor ofT-Mobile and continue to comply with certainnon-competition andnon-solicitation restrictions for 18 months following termination (or 12 months if such termination occurs within 12 months following the date on whichT-Mobile publicly announces the merger transactions will not close).

The Legere Amendment

In connection with the execution of the business combination agreement,T-Mobile adopted an amendment to Mr. Legere’s employment agreement (which we refer to as the “Legere amendment”), which extends the term

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of Mr. Legere’s employment agreement through April 30, 2020 (with Mr. Legere’s employment terminating on such date, unless terminated earlier) and increases Mr. Legere’s annual base salary to $2 million, target annual incentive award to $4 million and target grant-date value of his long-term incentive awards to $17.25 million. Pursuant to the Legere amendment, Mr. Legere was granted aone-time award of performance-based restricted stock units on April 29, 2018, with an approximate aggregate grant-date value of $37 million, 50% of which would vest on the earlier of the effective time or the date on which Mr. Legere’s employment term expires, and the remaining 50% of which would vest on the date on which Mr. Legere’s employment term expires, subject to Mr. Legere’s continued employment through the applicable vesting date (except as otherwise provided in his employment agreement, as amended, or the applicable award agreement) and based onT-Mobile’s total shareholder return during the applicable performance period. Under Mr. Legere’s employment agreement (as amended by the Legere amendment), if Mr. Legere’s employment is terminated byT-Mobile without cause (including due to the expiration of Mr. Legere’s employment agreement) or by Mr. Legere for good reason, subject to the execution andnon-revocation of a release of claims in favor ofT-Mobile and continued compliance with certainnon-competition andnon-solicitation restrictions for 24 months following termination, Mr. Legere would be entitled to the following severance benefits:(1) alump-sum cash payment equal to two multiplied by the sum of his base salary and target annual incentive award; (2) alump-sum payment equal to hisprorated annual incentive award for the calendar year in which his termination occurs based on actual performance; (3) alump-sum payment equal to his earned, unpaid annual incentive for the calendar year preceding the year in which the termination occurs (if any); (4) full vesting of his time-based long-term incentive awards; (5) vesting of his performance-based long-term incentive awards based on actual performance through the termination date (subject to Mr. Legere’s cooperation with succession planning with respect to certain performance-based awards); (6) medical and dental coverage for Mr. Legere and his eligible dependents for up to 18 months following termination; and (7) payment or reimbursement for an exclusive office and exclusive executive assistant for 18 months following termination (capped at $25,000 per month). Mr. Legere is also eligible for outplacement services for 12 months following termination underT-Mobile’s Executive Severance Benefit Guidelines.

The Sievert Amendment

In connection with the execution of the business combination agreement,T-Mobile adopted an amendment to Mr. Sievert’s compensation term sheet (which we refer to as the “Sievert amendment”), which increases Mr. Sievert’s annual base salary to $1.2 million, target grant-date value of his annual incentive award to $2.4 million and target long-term incentive awards to $10.35 million. Pursuant to the Sievert amendment, Mr. Sievert was granted aone-time award of performance-based restricted stock units on April 29, 2018, with an approximate aggregate grant-date value of $20 million, 50% of which is scheduled to vest on the earlier of the effective time or the third anniversary of the grant date, and the remaining 50% of which is scheduled to vest on the third anniversary of the grant date, subject to Mr. Sievert’s continued employment through the applicable vesting date (except as otherwise provided in his compensation term sheet, as amended, or the applicable award agreement) and based onT-Mobile’s total shareholder return during the applicable performance period. Under Mr. Sievert’s compensation term sheet (as amended by the Sievert amendment), if Mr. Sievert’s employment is terminated byT-Mobile without cause or by Mr. Sievert for good reason, subject to the execution andnon-revocation of a release of claims in favor ofT-Mobile, Mr. Sievert would be entitled to the following severance benefits: (1) alump-sum cash payment equal to his annual incentive for the calendar year in which the termination occurs based on actual performance, prorated for the portion of the year elapsed as of the termination date; (2) alump-sum cash severance payment equal to the product of (a) two, multiplied by (b) the sum of his annual base salary and target annual incentive award; (3) alump-sum payment equal to his earned, unpaid annual incentive for the calendar year preceding the year in which the termination occurs (if any); (4) full vesting of his time-based long-term incentive awards; (5) vesting of his performance-based long-term incentive awards based on (a) actual performance during the portion of the performance period prior to and through Mr. Sievert’s termination date and (b) target performance during the remaining portion of the performance period following Mr. Sievert’s termination; (6) continued medical and dental coverage for Mr. Sievert and his eligible dependents for up to 18 months following the termination date; and (7) outplacement services for 12 months following termination.

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The Carter Amendment

In connection with the execution of the business combination agreement,T-Mobile adopted an amendment to Mr. Carter’s employment agreement (which we refer to as the “Carter amendment”), which provides that Mr. Carter’s employment will continue until the first to occur of the following dates: (1) if the merger transactions close, the 20th day followingT-Mobile’s first quarterly or annual financial filing following the effective time; or (2) if the merger transactions are terminated and (a) public announcement thereof is made prior to March 1, 2019, (x) the 20th day followingT-Mobile’s next quarterly or annual financial filing after such public announcement if the deadline for such financial filing is after March 1, 2019, or (y) March 1, 2019 if the deadline forT-Mobile’s next quarterly or annual financial filing after such public announcement is before March 1, 2019, and (b) public announcement thereof is made following March 1, 2019, the 20th day following the first quarterly or annual financial filing made byT-Mobile after such public announcement. Mr. Carter’s employment will automatically terminate upon the expiration of his employment term (unless earlier terminated), at which time Mr. Carter will be eligible for severance benefits as if he experienced a termination without cause, subject to the execution andnon-revocation of a release of claims in favor ofT-Mobile.

Carey Term Sheet

In connection with the execution of the business combination agreement,T-Mobile adopted a compensation term sheet for Mr. Carey (which we refer to as the “Carey term sheet”), which has atwo-year term continuing until April 29, 2020 and increases Mr. Carey’s annual base salary to $775,000, target annual incentive award to 125% of his base compensation and target grant-date value of long-term incentive awards to approximately $4.36 million. Pursuant to the Carey term sheet, Mr. Carey was granted aone-time award of performance-based restricted stock units on April 29, 2018, with an aggregate grant date value of approximately $5.72 million, 50% of which will vest on the earlier of the effective time or the date on which the Carey term sheet expires, and the remaining 50% of which will vest on the date on which the Carey term sheet expires, subject to Mr. Carey’s continued employment through the applicable vesting date (except as otherwise set forth in the Carey term sheet and the applicable award agreement) and based onT-Mobile’s total shareholder return during the applicable performance period.

Ray Performance-Based Restricted Stock Unit Award

In connection with the execution of the business combination agreement, Mr. Ray was granted aone-time award of performance-based restricted stock units on April 29, 2018, with an approximate aggregate value of $12.19 million, 50% of which vests on the earlier of the effective time or the third anniversary of the grant date, and the remaining 50% of which vests on the third anniversary of the grant date, subject to Mr. Ray’s continued employment through the applicable vesting date (except as otherwise set forth in the applicable award agreement) and based onT-Mobile’s total shareholder return during the applicable performance period.

For an estimate of the amounts that would become payable to each ofT-Mobile’s named executive officers if a severance-qualifying termination of employment were to occur immediately following the completion of the merger, see “—Quantification of Potential Payments and Benefits toT-Mobile’s Named Executive Officers in Connection with the Merger Transactions.”T-Mobile estimates that the aggregate value of the severance payments and benefits that would become payable toT-Mobile’s other executive officers under their applicable agreements if the effective time were June 30, 2018, and each incurred a severance-qualifying termination of employment on that date, to be $213,457,466.

Quantification of Potential Payments and Benefits toT-Mobile’s Named Executive Officers in Connection with the Merger Transactions

The information set forth in the table below is intended to comply with Item 402(t) of RegulationS-K, which requires disclosures of information about certain compensation for each ofT-Mobile’s named executive

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officers that is based on or otherwise relates to the merger transactions and assumes, among other things, that theT-Mobile named executive officers will incur a severance-qualifying termination immediately following the effective time. For additional details regarding the terms of the payments described below, see the discussion under the caption “—Interests of Certain Executive Officers and Directors ofT-Mobile in the Merger Transaction” above.

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below, and do not reflect certain compensation actions that may occur before the completion of the merger transactions and, as a result, the actual amounts, if any, to be received by an executive officer may differ in material respects from the amounts set forth below. For purposes of calculating such amounts, we have assumed:

•

the effective time of the combination is June 30, 2018, which is the assumed date of the closing solely for the purposes of this merger transactions-related compensation disclosure (which we refer to as the “assumed closing date”);

•

each named executive officer incurs a qualifying termination immediately following the effective time;

•

performance goals applicable to the cash annual incentive awards and performance-based RSUs are achieved at the target level; and

•

the value of a share ofT-Mobile common stock immediately following the effective time is $58.02, which is equal to thefive-day average closing price of a share ofT-Mobile common stock following the announcement of the merger transactions (including the April 30, 2018 announcement date).


Name	Cash ($)⁽¹⁾		Equity ($)⁽²⁾		Perquisites/ Benefits ($)⁽³⁾		Total ($)
*Named Executive Officers*
John J. Legere		13,768,036		75,855,522		463,016		90,086,574
J. Braxton Carter		5,224,038		15,909,838		20,412		21,154,289
G. Michael Sievert		8,309,615		42,785,631		25,816		51,121,062
Neville R. Ray		6,171,274		27,051,013		27,475		33,249,762
Thomas C. Keys		4,007,933		13,811,951		25,895		17,845,779

(1)	The cash amounts payable to the named executive officers include the following components:

A cash payment equal to the named executive officer’s annual incentive for the year of termination based on actual performance, prorated for the portion of the year elapsed as of the termination date, which payment is payable in a lump sum; and

A cash severance payment equal to the product of (i) two multiplied by (ii) the sum of the executive officer’s annual base salary plus target annual incentive award, which severance payment is payable in a lump sum.

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In addition to the amounts described above, each named executive officer would become entitled to a cash amount equal to any earned, unpaid prior year bonus; however, annual bonuses for 2017 have already been paid to the named executive officer and, accordingly, have not been included here. All components of such cash amount are “double-trigger” (i.e., they are contingent upon a qualifying termination of employment). As a condition of receiving the prorated annual incentive and severance payment, the named executive officers must execute and not revoke a release of claims and comply with certain restrictive covenant obligations. The estimated amount of each component of the cash payment is set forth in the table below.


Name	Prorated Annual Short-Term Incentive ($)		T-Mobile Severance Payment ($)
*Named Executive Officers*
John J. Legere		1,768,036		12,000,000
J. Braxton Carter		724,038		4,500,000
G. Michael Sievert		1,109,615		7,200,000
Neville R. Ray		771,274		5,400,000
Thomas C. Keys		520,433		3,487,500

The prorated annual short-term incentive payments are prorated based on the assumed closing date of June 30, 2018.

(2)

As described in more detail above in “—Interests of Certain Executive Officers and Directors ofT-Mobile in the Merger Transactions,” each named executive officer would receive, subject to the execution andnon-revocation of a release of claims in favor ofT-Mobile and, as applicable, continued compliance with certain restrictive covenants, (a) full vesting of the executive’s time-based long-term incentive awards and (b) vesting of the executive’s performance-based long-term incentive awards based on actual performance determined as if the performance period in effect as of the termination date had ended as of the last trading day immediately preceding the termination date (or in the case of Mr. Sievert, vesting (i) based on actual performance during the portion of the performance period prior to and through Mr. Sievert’s termination date and (ii) based on target performance during the remaining portion of the performance period following Mr. Sievert’s termination). Outstanding equity awards are subject to “double-trigger” vesting (i.e., vesting is contingent upon a qualifying termination of employment). The amounts above and in the table below assume a price per share ofT-Mobile common stock of $58.02. Set forth below are the values of time-based restricted stock units and performance-based restricted stock units (including any related dividend equivalents) held by the named executive officers that would become vested upon a qualifying termination of employment.


Name	Time-Based RSUs ($)		Performance-Based RSUs ($)
*Named Executive Officers*
John J. Legere		8,250,676		67,604,846
J. Braxton Carter		7,653,302		8,256,536
G. Michael Sievert		10,155,125		32,630,506
Neville R. Ray		5,023,256		22,027,757
Thomas C. Keys		4,260,931		9,551,020

(3)

Subject to the execution andnon-revocation of a release of claims in favor ofT-Mobile and continued compliance with certain restrictive covenants, (a) each named executive officer is entitled to continued medical and dental coverage for the executive and the executive’s eligible dependents for up to 18 months following termination, (b) Mr. Legere is entitled to an exclusive office and exclusive executive assistant for 18 months following termination (capped at $25,000 per month) and (c) each named executive officer is entitled to outplacement services for 12 months following termination. All such amounts are “double-trigger” (i.e., they are contingent upon a qualifying termination of employment).

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Name	Insurance Benefits ($)		Outplacement ($)		Office and Executive Assistant ($)
*Named Executive Officers*
John J. Legere		6,516		6,500		450,000
J. Braxton Carter		13,912		6,500
G. Michael Sievert		19,316		6,500
Neville R. Ray		20,975		6,500
Thomas C. Keys		19,395		6,500

Transactions with Deutsche Telekom

Certain members of theT-Mobile board of directors are executives of Deutsche Telekom, and Deutsche Telekom is the beneficial holder of a majority of the outstanding shares ofT-Mobile common stock as of theT-Mobile record date.

T-Mobile is party to a number of existing related person transactions with Deutsche Telekom and its affiliates that may be affected by the merger transactions if the merger transactions are completed. These transactions include important financing arrangements and commercial arrangements pursuant to whichT-Mobile obtains or provides various services and/or licenses intellectual property or technology. See “Transactions with Related Persons and Approval—Transactions with Deutsche Telekom” inT-Mobile’s annual proxy statement filed with the SEC on April 26, 2018, which is incorporated herein by reference, for more information regarding these transactions. In addition, Deutsche Telekom and its affiliates are and will be parties to several agreements and arrangements related to the merger transactions to whichT-Mobile also is or will be a party, including the business combination agreement, the amended and restated stockholders’ agreement, the license agreement amendment and the financing matters agreement. See “The Business Combination Agreement,” “Stockholders’ and Proxy Agreements—Amended and Restated Stockholders’ Agreement,” “The Merger Transactions—Other Agreements—Trademark License,” and “Description of Financing.” With respect to any of these agreements or arrangements, the interests of Deutsche Telekom may be different from, or in addition to, the interests ofT-Mobile’s stockholders generally.

Interests of Certain Executive Officers and Directors of Sprint in the Merger Transactions

Sprint’s directors and executive officers may have interests in the merger transactions that are different from or in addition to those of Sprint’s stockholders generally. The Sprint board of directors and the Sprint independent committee were aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating the business combination agreement, in approving the business combination agreement and the terms of the merger transactions and in recommending that the business combination agreement be approved by the stockholders of Sprint.

The merger transactions contemplated by the business combination agreement will be a “change in control” for purposes of the Sprint executive compensation and benefit plans described below.

Leadership Following the Merger Transactions

Certain members of the Sprint board of directors and certain executive officers of Sprint may serve as members of the combined company board of directors or executive officers of the combined company following the effective time. See “—Board of Directors and Management of the Combined Company.”

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Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section entitled “—Interests of Certain Executive Officers and Directors of Sprint in the Merger Transactions,” the following assumptions were used:

•

The relevant price per share of Sprint common stock is $5.34, which is the average closing price per share of Sprint common stock as reported on the NYSE over the first five business days following the first public announcement of the merger transactions on April 29, 2018;

•

The effective time is June 30, 2018, which is the assumed date of the closing of the merger transactions solely for purposes of the disclosure in this section entitled “—Interests of Certain Executive Officers and Directors of Sprint in the Merger Transaction”;

•

The employment of each executive officer of Sprint was terminated by Sprint without “cause,” or a term of similar import, or due to the officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), or a term of similar import, in either case immediately following the assumed effective time of June 30, 2018; and

•

The service of eachnon-employee member of Sprint’s board of directors was involuntary terminated immediately following the assumed effective time of June 30, 2018.

As the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

Treatment of Sprint Equity-Based Awards

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performance-based vesting conditions applicable to such performance-based restricted stock unit in respect of Sprint common stock immediately prior to the effective time) under the applicable plan and award agreement in effect immediately prior to the effective time, in respect of a number of shares ofT-Mobile common stock equal to the product (rounded up to the nearest whole share) of (a) the number of shares of Sprint common stock subject to such restricted stock unit as of immediately prior to the effective time, multiplied by (b) 0.10256. Any accrued but unpaid dividend equivalents with respect to any award of performance-based restricted stock units in respect of shares of Sprint common stock will be assumed and become an obligation with respect to the applicable award of restricted stock units in respect of shares ofT-Mobile common stock. The number of shares of Sprint common stock subject to each performance-based restricted stock unit outstanding as of immediately prior to the effective time will be based on the assumed level of performance equal to (x) in the case of a “turnaround incentive award” issued in respect of Sprint common stock, the greatest of (1) the volume-weighted average price of Sprint common stock over any150-calendar day period as specified in the applicable award agreement as of the effective time, (2) the volume-weighted average price of Sprint common stock over the five consecutive trading day period ending with the second complete trading day prior to the effective time, and (3) the volume-weighted average price of Sprint common stock equal to 100% of the target award; and (y) in the case of an award of performance-based restricted stock units issued in respect of shares of Sprint common stock that is not a “turnaround incentive award,” in respect of outstanding performance periods as of the effective time, the target number of shares of Sprint common stock underlying such award of performance-based restricted stock units, and in respect of completed performance periods as of the effective time, the actual number of shares of Sprint common stock underlying such award of performance-based restricted stock units.

Treatment of Equity Awards Following the Effective Time. At the effective time, the outstanding Sprint stock options, Sprint time-based restricted stock units and Sprint performance-based restricted stock units held by Sprint’s executive officers that convert into equity awards with respect toT-Mobile common stock in the manner described above will remain subject to the same service-based vesting conditions, if any. Pursuant to the terms of these awards, if an executive officer’s employment is terminated without “cause” or by the executive officer under circumstances which would constitute “good reason,” in each case, during the 18 months following a change of control, all outstanding converted equity awards held by such executive officer would fully vest and become exercisable, as applicable, upon such termination of employment. In general, for purposes of the converted equity awards, “cause” and “good reason” have the meanings applicable to the executive officers under the Severance Plan (as defined below) or the executive officer’s applicable employment agreement.

Eachnon-employee member of Sprint’s board of directors holds restricted stock units. The vesting of the restricted stock units will be accelerated upon the director’s involuntary termination of board service following the effective time.

See “Quantification of Potential Payments and Benefits to Sprint’s Named Executive Officers in Connection with the Merger Transactions” for an estimate of the amounts that would become payable to each of Sprint’s named executive officers in respect of their unvested equity awards. Based on the assumptions described above under “—Certain Assumptions,” (1) the estimated aggregate amounts that would become payable to Sprint’s three executive officers who are not named executive officers in respect of their unvested equity awards is as follows: unvested Sprint stock options—$161,389; Sprint restricted stock units—$2,028,661; and Sprint performance-based restricted stock units—$10,204,147 and (2) the estimated aggregate amount that would become payable to Sprint’s sixnon-employee directors in respect of their unvested equity awards is as follows: Sprint restricted stock units—$1,112,076.

For more information on equity holdings of Sprint’snon-employee directors and executive officers, see “Principal Stockholders of Sprint.”

Potential Severance Payments Upon a Qualifying Termination Following the Effective Time

Change in Control Severance Plan. Sprint maintains the Change in Control Severance Plan (which we refer to as the “Severance Plan”). Each current executive officer participates in the Severance Plan, except for Messrs.

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Claure, Schieber and Davies. The Severance Plan provides that in the event that a participating executive’s employment is terminated (1) by Sprint without “cause” (as defined in the Severance Plan) 6 months prior to a change in control at the request of a third party in contemplation of a change in control or (2) by Sprint without “cause” (as defined in the Severance Plan) or by the executive officer for “good reason” (as defined in the Severance Plan) within 18 months following a change in control, then the participant would be entitled to the following benefits, subject to the execution of a general release:

•

An amount equal to the participant’s applicable severance multiple multiplied by the sum of (a) base salary and (b) target annual bonus, in each case, for the year in which the participant’s termination occurs (unless such termination is for good reason due to a reduction of the participant’s target bonus, in which case the target bonus used in this calculation will be such target bonus in effect immediately before the reduction), payable in lump sum;

•

Prorated target annual bonus if the termination of employment occurs in the same calendar year as the change in control and prorated annual bonus based on actual performance if the termination of employment occurs after the calendar year of the change in control;

•

Continued participation in health and life insurance plans through the earlier of the expiration of the applicable post-termination period or the participant’s eligibility for comparable benefits from a new employer or otherwise; and

•

Outplacement services for the period ending on the second calendar year following the year of termination, up to $35,000.

The applicable severance multipliers/applicable post-termination periods are as follows: two times/two years for Messrs. Combes, Cano and Crull andone-and-half (1.5) times 18 months for Messrs. Draper, Gracia and Saw. In addition, in the event that Mr. Combes’s employment with Sprint terminates and he subsequently commences employment with SoftBank, or is offered, but refuses to accept, a comparable employment position with SoftBank following the closing of the merger transactions, then in each case he will not be entitled to receive certain severance compensation and other benefits under certain conditions as specified in his employment agreement.

The Severance Plan provides that Sprint may reduce any payments and benefits that constitute “parachute payments” subject to the excise tax imposed by Section 4999 of the Code such that no portion of such amounts will be subject to the excise tax under Section 280G of the Code (if, and to the extent, such reduction would result in a greaterafter-tax return to the participant than receiving all of the payments and benefits and paying the resulting excise tax).

Claure Employment Agreement

Mr. Claure is not eligible to participate in the Severance Plan and he is not eligible to receive any cash severance payments (other than accrued benefits) upon any termination of employment from Sprint, other than apro-rated annual incentive based on actual performance. If Mr. Claure remains employed through the closing of the merger transactions, then his employment with Sprint will terminate immediately after such closing and, subject to Mr. Claure’s execution and delivery to Sprint of a release, such termination will be treated as a termination by Sprint without “cause” for purposes of certain outstanding option and performance-based restricted stock unit awards. In addition, Mr. Claure will continue to receive certain perquisites, including indemnification and directors’ and officers’ liability insurance.

Davies Employment Letter Agreement

Mr. Davies is not eligible for severance benefits pursuant to his employment letter agreement or under the Severance Plan.

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Schieber Employment Arrangements

Sprint previously entered into an employment agreement with Mr. Schieber. Pursuant to the employment agreement, in the event that Mr. Schieber’s employment is terminated by Sprint without “cause,” by Mr. Schieber as a result of a “constructive discharge” (as defined in the employment agreement) or because he is required to be based anywhere other than his location at the time or the Kansas City metropolitan area, within one year following a change in control then he would be entitled to the following benefits:

•

For 18 months following his termination of employment, continued payment of base salary, payable in accordance with regular payroll practices;

•

Annual bonus, based on actual performance, up to target, during the18-month period following his termination of employment andpro-rated to reflect any partial year;

•

Continued participation for 18 months following his termination of employment in any executive medical, dental, life and qualified andnon-qualified retirement benefits which Mr. Schieber was entitled to receive at the time of his termination of employment, other than long- and short-term disability benefits;

•

Outplacement services until the earlier of (a) the date he becomes employed or (b) December 31st of the second calendar year following the calendar year of his termination of employment; and

•

Continued receipt for 18 months following his termination of employment of all applicable executive perquisites except country club membership dues and accrual of vacation, currently consisting of mobile phone service.

In addition, Mr. Schieber previously entered into a Retention Award Letter pursuant to which he is eligible to receive (1) a retention payment of $40,000 if he remains an active Sprint employee in its finance organization through January 15, 2019, and (2) a retention payment of $60,000 if he remains an active Sprint employee in its finance organization through January 15, 2020. If, prior to a retention payment date, Mr. Schieber’s employment is involuntarily terminated without cause and he becomes eligible to receive severance benefits, he will receive the outstanding retention payment or payments. Finally, under Sprint’s short-term incentive plan, Mr. Schieber is entitled to apro-rated payment, based on actual performance, in connection with his termination of employment as the result of death, disability, or involuntary termination by Sprint without cause.

Robbiati

Mr. Robbiati’s employment terminated with Sprint on January 31, 2018. He is no longer eligible for additional severance pursuant to his employment agreement or under the Severance Plan.

Restrictive Covenants. Participants in the Severance Plan are subject to certain restrictive covenants as set forth in their employment agreements. Messrs. Claure, Combes, Cano and Crull are subject to a24-month post-employment noncompete and nonsolicit covenant and Messrs. Draper, Gracia and Saw are subject to an18-month post-employment noncompete and nonsolicit covenant. Mr. Davies is subject to a12-month post-employment noncompete and nonsolicit covenant pursuant to his grant of equity-based awards. Mr. Schieber will not be subject to a post-employment noncompete and nonsolicit covenant following his termination of employment in connection with the merger transactions.

See “Quantification of Potential Payments and Benefits to Sprint’s Named Executive Officers in Connection with the Merger Transactions” for the estimated amounts that each of Sprint’s named executive officers would receive under the Severance Plan upon a qualifying termination of employment. Based on the assumptions described above under “—Certain Assumptions,” the estimated aggregate amount of the cash severance payments (including prorated bonus payments) to be provided to Sprint’s three executive officers who are not named executive officers under the Severance Plan or Mr. Schieber’s employment arrangements upon a qualifying termination of employment is $5,317,693. The estimated aggregate amount of the cash severance

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payments does not attempt to quantify any reductions to “parachute payments” as defined by Section 280G of the Code in order to avoid any applicable excise tax.

Deferred Compensation Plan

Participants in the Sprint Deferred Compensation Plan (as amended and restated effective November 20, 2014) are fully vested in their account balances and have elected a time and form of payment to receive these balances (e.g., in installments on separation from service, in lump sum on a future specified date, etc.). Notwithstanding a participant’s earlier election, for deferrals made on or prior to August 29, 2013, upon a separation from service within 12 months following a change in control, the participant’s account balance will be paid in lump sum on the last business day of the calendar month in which the participant separates from service, subject to potential delay as may be required under Section 409A of the Code. For deferrals made after August 29, 2013, to the extent that the participant has not elected otherwise, upon a separation from service within 18 months following a change in control, the participant’s account balance will be paid in lump sum on the last business day of the calendar month in which the participant separates from service, subject to potential delay as may be required under Section 409A of the Code. Messrs. Cano, Saw and Schieber are participants in the Sprint Deferred Compensation Plan.

Grantor Trust

As of the effective time of the merger transactions, an amount of up to approximately $462,000 will be contributed to a grantor trust established by Sprint for purposes of funding certain existing deferred compensation obligations in respect of Sprint directors and executive officers under certain Sprint plans and agreements.

Indemnification and Insurance

The business combination agreement provides for certain indemnification arrangements for Sprint’s current officers and directors and the continuation of certain insurance arrangements for Sprint’s current officers and directors for six years after the completion of the merger transactions.

Arrangements withT-Mobile

Prior to the effective time,T-Mobile may in its discretion initiate negotiations of agreements, arrangements and understandings with certain of Sprint’s executive officers regarding compensation and benefits and may enter into definitive agreements with certain of Sprint’s executive officers regarding employment withT-Mobile, in each case taking effect at the effective time.

Quantification of Potential Payments and Benefits to Sprint’s Named Executive Officers in Connection with the Merger Transactions

The information set forth in the table below is intended to comply with Item 402(t) of RegulationS-K, which requires disclosure of information about certain compensation for each named executive officer of Sprint that is based on, or otherwise relates to, the contemplated merger transactions. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “Interests of Sprint’s Directors and Executive Officers in the Merger Transactions” above.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the merger transactions. For purposes of calculating such amounts, the following assumptions were used:

•

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•

The effective time is June 30, 2018, which is the assumed date of the closing of the merger transactions solely for purposes of the disclosure in this section; and

•

The employment of each executive officer of Sprint was terminated without “cause” or due to the executive officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case immediately following the assumed effective time of June 30, 2018.


Name	Cash ($)⁽²⁾		Equity ($)⁽³⁾		Perquisites/ Benefits ($)⁽⁴⁾		Total ($)⁽⁵⁾
Marcelo Claure		501,370		53,400,000		—		53,901,370
Michel Combes		9,747,945		22,462,536		45,412		32,255,893
Andrew Davies		—				—		—
Nestor Cano		5,524,110		11,810,569		62,022		17,396,701
Kevin Crull		3,399,452		18,438,768		59,430		21,897,650
Jorge Gracia		2,355,753		4,961,693		49,309		7,366,755
Tarek Robbiati⁽¹⁾		—		—		—		—

(1)	Mr. Robbiati’s employment terminated with Sprint on January 31, 2018. He is no longer eligible for additional severance benefits pursuant to his employment agreement or under the Severance Plan, nor is he eligible for equity acceleration under the terms of his equity award agreements.

(2)

The amounts in this column represent the estimated cash payments set forth below. The amounts shown in this column are “double-trigger” and will not be payable unless the named executive officer’s employment is terminated by the employer without “cause” or by the named executive officer for “good reason” within 18 months following the closing of the merger transactions, or during thesix-month period prior to a change in control, if the named executive officer’s employment is terminated without “cause” at the request of a third party in contemplation of a change in control, in each case other than for each of Mr. Claure and Mr. Davies. Mr. Davies is not eligible for cash severance benefits pursuant to his agreement or under the Severance Plan. Mr. Claure is not eligible for cash severance benefits pursuant to his agreement or under the Severance Plan, other than apro-rated annual incentive based on actual performance. In addition, in the event that Mr. Combes’s employment with Sprint terminates and he subsequently commences employment with SoftBank, or is offered, but refuses to accept, a comparable employment position with SoftBank following the closing of the merger transactions, then in each case he will not be entitled to receive certain severance compensation and other benefits under certain conditions as specified in his employment agreement. For further details regarding potential severance payable in connection with the merger transactions, see “—Potential Severance Payments Upon a Qualifying Termination Following the Effective Time.”


Name	Cash Severance ($)^(a)		Prorated Annual Incentive ($)^(b)
Marcelo Claure		—		501,370
Michel Combes		9,000,000		747,945
Nestor Cano		5,200,000		324,110
Kevin Crull		3,200,000		199,452
Jorge Gracia		2,175,000		180,753

For Messrs. Combes, Cano and Crull, the amounts in this column represent alump-sum cash severance amount equal to two times the sum of the named executive officer’s base salary and target annual bonus. For Mr. Gracia, the amounts in this column represent alump-sum cash severance amount equal to one and a half times the sum of the named executive officer’s base salary and target annual bonus. If a named executive officer terminates for good reason due to a reduction of his target bonus, the target bonus used in this calculation will be such target bonus in effect immediately before the reduction.

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The amounts in this column represent apro-rated target annul bonus for the year in which the change in control occurs.

(3)

The amounts in this column represent the value of the accelerated vesting of Sprint unvested stock option awards, Sprint time-based restricted stock unit awards and Sprint performance-based restricted stock unit awards upon a qualifying termination of employment (a “double trigger” benefit). The amounts in this column do not include 141,509 time-based restricted stock units and 141,509 performance-based restricted stock units granted to Mr. Davies on July 2, 2018, with an aggregate accelerated vesting value of $1,511,316. For further details regarding the treatment of Sprint equity-based awards in connection with the merger transactions, see “—Treatment of Sprint Equity-Based Awards.”


	Unvested Stock Options				Time-Based Restricted Stock Units				Performance-Based Restricted Stock Units
Name	Number (#)		Value ($)		Number (#)		Value ($)		Number (#)		Value ($)
Named Executive Officers
Marcelo Claure		—		—		—		—		10,000,000		53,400,000
Michel Combes		132,802		6,640		536,707		2,866,015		3,668,517		19,589,881
Andrew Davies		—		—		—		—		—		—
Nestor Cano		61,303		—		194,641		1,039,383		2,017,076		10,771,186
Kevin Crull		180,056		229,262		339,175		1,811,195		3,070,845		16,398,312
Jorge Gracia		108,034		137,558		225,947		1,206,557		677,449		3,617,578
Tarek Robbiati		—		—		—		—		—		—

(4)

The amounts in this column represent an estimated amount equal to the sum of (1) continued health and welfare benefits for two years for Messrs. Combes, Cano and Crull and 18 months for Mr. Gracia following the date of termination and (2) $35,000 in outplacement services. The amounts shown in this column are “double-trigger” and will not be payable unless the named executive officer’s employment is terminated by the employer without “cause” or by the named executive officer for “good reason” within 18 months following the closing of the merger transactions, or if the executive officer’s employment is terminated without “cause” at the request of a third party in contemplation of a change in control during thesix-month period prior to a change in control. For further details regarding these benefits in connection with the merger transactions, see “—Potential Severance Payments Upon a Qualifying Termination Following the Effective Time.”

The total amounts do not reflect any reductions to “parachute payments” as defined by Code Section 280G in order to avoid any applicable excise tax. A definitive analysis of the need, if any, for such reductions will depend on the effective time, the date of termination (if any) of the named executive officer and certain other assumptions used in the applicable calculations.

Transactions with SoftBank

Certain members of the Sprint board of directors are executives or members of the board of directors of SoftBank or its subsidiaries, and SoftBank, through its wholly-owned subsidiaries, is the controlling stockholder of Sprint. Sprint is party to a number of existing related person transactions with SoftBank and its affiliates that may be affected by the merger transactions if the merger transactions are completed. See “Certain Relationships and Related Party Transactions” in Sprint’s annual proxy statement filed with the SEC on June 26, 2018, which is incorporated herein by reference, for more information. In addition, SoftBank and its affiliates are parties to several agreements and arrangements related to the merger transactions, including the business combination agreement, the amended and restated stockholders’ agreement, and the proxy agreement. See “The Business Combination Agreement”and “Stockholders’ and Proxy Agreements—Amended and Restated Stockholders’ Agreement.” With respect to any of these agreements or arrangements, the interests of SoftBank may be different from, or in addition to, the interests of Sprint’s stockholders generally.

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Board of Directors and Management of the Combined Company

Board of Directors of the Combined Company

•

SoftBank will designate four of such 14 directors prior to the effective time. Of the four designees, (1) at least two of the designees will be designated following consultation with Deutsche Telekom and the independent directors of Sprint and will qualify as an “independent director” under the listing standards of NASDAQ and the applicable rules of the SEC, one of whom will also qualify as the “security director” (or equivalent) to the extent required by the national security agreement among Sprint, SoftBank, the Department of Justice, the Department of Homeland Security and the Department of Defense, or any successor or replacement agreement or arrangement that may be entered into in connection with the merger transactions or by the amended and restated stockholders’ agreement or the proxy agreement (which we refer to as the “NSA”), and (2) one of the designees will be the chief executive officer of SoftBank as of the date of the business combination agreement (or, if such person is unable to serve, another person designated by SoftBank); and

•

the remaining director will be the chief executive officer of the combined company.

Management of the Combined Company

Following the completion of the merger transactions, the executive officers ofT-Mobile will include Mr. Legere, who will continue as the chief executive officer of the combined company, and Mr. Sievert, who will continue as president and chief operating officer of the combined company. The remaining executive officers of the combined company have not yet been determined but will be individuals agreed upon before the effective time byT-Mobile and Sprint, through a process overseen by their respective chief executive officers and in consultation with Deutsche Telekom and SoftBank, cooperating in good faith.

Regulatory Approvals Required for the Merger Transactions

Required Regulatory Consents

HSR Act

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (which we refer to as the “HSR Act”), and the rules and regulations promulgated thereunder by the U.S. Federal Trade Commission (which we refer to as the “FTC”), the merger transactions cannot be completed until, among other things, notifications have been given and certain information has been provided to the FTC and the Antitrust Division of the Department of Justice (which we refer to as the “Antitrust Division”) and all applicable waiting periods have been terminated or have expired.

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Under the business combination agreement, it is a condition to each party’s obligation to effect the merger transactions that the waiting period (and any extension thereof) applicable to the merger transactions under the HSR Act has been terminated or has expired. On May 24, 2018, each ofT-Mobile and Sprint filed aPre-Merger Notification and Report Form pursuant to the HSR Act with the FTC and the Antitrust Division. On June 25, 2018, each of T-Mobile and Sprint received a request for additional information and documentary material (which we refer to as a “second request”) regarding the merger transactions from the Antitrust Division. A second request extends the initial waiting period under the statute during which the Antitrust Division is permitted to review a proposed transaction.T-Mobile and Sprint intend to cooperate fully with the Antitrust Division.

In reviewing the combination of T-Mobile and Sprint, the Antitrust Division is expected to apply the practices and enforcement policy of the Antitrust Division and the FTC with respect to mergers involving competitors (which we refer to as a “horizontal merger”) set forth in the agencies’ Horizontal Merger Guidelines (which we refer to as the “Guidelines”). The Guidelines describe the analytical techniques and the main types of evidence on which the agencies typically rely to predict whether a horizontal merger may substantially lessen competition. The underlying theme of the Guidelines is that mergers should not be permitted if they harm consumer welfare, in particular by increasing prices charged to consumers or reducing product and service quality or innovation. As reflected in the parties’ submissions to the FCC, the parties believe that the transaction will enhance, not harm, consumer welfare and increase the competitiveness of the marketplace, including in services beyond traditional mobile wireless service. If the Antitrust Division nonetheless objects to the combination, it may seek an injunction against the merger transactions from a court. Pursuant to the business combination agreement, each of T-Mobile and Sprint has agreed to contest and defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the business combination agreement or the completion of the transactions contemplated thereby, in order to complete and make effective, as soon as possible following the date of the business combination agreement, the merger transactions. See “The Business Combination Agreement—Covenants and Agreements—Reasonable Best Efforts; Regulatory Filings and Other Actions.”

FCC Approval

T-Mobile and Sprint are subject to regulation by the FCC under the Federal Communications Act of 1934, as amended (which we refer to as the “Communications Act”). Each ofT-Mobile and Sprint holds licenses issued by the FCC necessary for the operation of its wireless and wireline assets used to provide telecommunications, broadband and other services. The FCC must approve the transfer of control of the licenses held by Sprint toT-Mobile as a result of the merger transactions. The FCC must also approve the pro forma transfer of control of certain licenses held byT-Mobile, as the merger transactions will cause Deutsche Telekom,T-Mobile’s controlling stockholder, to fall below majority ownership while still retaining control through board appointment and voting agreement rights. The FCC likely will not issue its approval until it receives the consent of certain executive branch government agencies that undertake a national security review of transactions involving potential foreign ownership of U.S. telecommunications assets. These agencies include the Department of Justice, the Federal Bureau of Investigation, the Department of Homeland Security and the Department of Defense. Under the Communications Act, indirect foreign ownership of wireless common carrier licenses in excess of 25% is permitted, unless the FCC determines that the public interest will be served by refusing to permit such holdings. Following the merger transactions, indirect foreign ownership of the combined company’s licenses is expected to be in excess of 25%.

Under the business combination agreement, it is a condition to each party’s obligation to effect the merger transactions that all consents required to be obtained from the FCC in connection with the transactions contemplated by the business combination agreement are obtained. On June 18, 2018,T-Mobile and Sprint filed the required applications with the FCC. These applications are subject to public comment and possible opposition by third parties.T-Mobile and Sprint intend to cooperate fully with the FCC.

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Other Governmental Consents

Other Regulatory Approvals

T-Mobile, Sprint and their respective subsidiaries hold certificates, licenses and service authorizations issued by various state and territorial public utility commissions (which we refer to as “PUCs”) and similar foreign public utility bodies regulating telecommunications businesses. Certain PUCs require formal applications for the transfer of control of these certificates, licenses and authorizations in connection with the merger transactions. Applications for state approvals are subject to public comment and possible opposition by third parties. In addition to these applications,T-Mobile and Sprint may file prior notifications of the merger transactions in certain states and foreign jurisdictions where formal applications are not required, and some of these or other state commissions or foreign bodies could initiate proceedings investigating the merger transactions.

Under the business combination agreement, it is a condition to each party’s obligation to effect the merger transactions that all consents required to be obtained from any PUCs or similar state and foreign regulatory bodies in connection with the transactions contemplated by the business combination agreement are obtained.T-Mobile and Sprint intend to cooperate fully with the relevant PUCs or other regulatory bodies.

CFIUS Clearance and DSS Approval

The merger transactions are subject to review and clearance by the Committee on Foreign Investment in the United States (which we refer to as “CFIUS”) under the Defense Production Act of 1950, as amended, including amendments made by the Foreign Investment and National Security Act of 2007, and the regulations promulgated by CFIUS thereunder (which we refer to collectively as “Section 721”), which provide for national security reviews of transactions involving acquisition of control by a foreign party of U.S. businesses that may have an impact on national security. In addition, for certain foreign acquisitions of interests in businesses engaged in work for U.S. federal government agencies involving access to classified information, the Defense Security Service (which we refer to as “DSS”), acting pursuant to the National Industrial Security Program Operating Manual (which we refer to as “NISPOM”), typically requires that the parties take certain actions to mitigate foreign ownership, control or influence. Such measures are intended to protect against unauthorized disclosures of classified or other sensitive information and technologies as well as other risks to classified information.

Under the business combination agreement, it is a condition to each party’s obligation to effect the merger transactions that (1) CFIUS has completed its review and, where applicable, investigation under Section 721 without unresolved national security concerns with respect to the transactions contemplated by the business combination agreement, and (2) DSS has approved a plan to operate pursuant to a FOCI mitigation agreement those NISPOM covered activities ofT-Mobile, Sprint and their respective subsidiaries that DSS determines are necessary to be operated pursuant to such an agreement, or has accepted a commitment from the parties to implement such FOCI mitigation agreement following the closing.T-Mobile and Sprint intend to cooperate fully with CFIUS and DSS.

Listing ofT-Mobile Common Stock

It is a condition to the closing that the shares ofT-Mobile common stock to be issued in the merger transactions have been approved for listing on NASDAQ, subject to official notice of issuance, prior to the closing date. It is expected that, following the merger transactions, theT-Mobile common stock will continue to trade on NASDAQ under the ticker symbol “TMUS.”

Delisting and Deregistration of Sprint Common Stock

Following the merger transactions, the Sprint common stock will be delisted from the NYSE and deregistered under the Exchange Act and cease to be publicly traded.

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Transaction-Related Costs

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T-Mobile and Sprint will share equally the costs and expenses incurred in connection with the filing, printing and mailing of this joint consent solicitation statement/prospectus and the registration statement of which it is a part, including SEC filing fees;

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T-Mobile is required to pay 67%, and Sprint is required to pay 33%, of the HSR and FCC filing fees;

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T-Mobile is required to pay 67%, and Sprint is required to pay 33%, of theout-of-pocket fees, costs, penalties, premiums and expenses incurred in connection with anypre-merger financing transaction (as defined under “The Business Combination Agreement—Covenants and Agreements—Financing Matters”), and any interest on or prepayment penalties with respect to anypre-funded indebtedness (including indebtedness funded into escrow) incurred as part of anypre-merger financing transaction, including any costs and expenses incurred prior to the date of the business combination agreement (subject to disclosures in the Sprint disclosure letter); and

•

other fees and expenses are to be paid by the party incurring such fees and expenses.

Accounting Treatment

T-Mobile and Sprint prepare their financial statements in accordance with GAAP. The merger transactions will be accounted for in accordance with FASB ASC Topic 805,Business Combinations, withT-Mobile considered as the accounting acquirer and Sprint as the accounting acquiree. Accordingly,T-Mobile will measure the assets acquired and liabilities assumed at their fair values including net tangible and identifiable intangible assets acquired and liabilities assumed as of the closing, with any excess purchase price over those fair values being recorded as goodwill.

The accounting policies used in the preparation of the unaudited pro forma condensed combined financial information included in this joint consent solicitation statement/prospectus are those set out inT-Mobile’s audited consolidated financial statements as of and for the year December 31, 2017 and unaudited condensed consolidated financial statements for the six months ended June 30, 2018. Certain adjustments are necessary to conform Sprint’s financial statements to the accounting policies used byT-Mobile, which are described in the pro forma condensed combined financial information.T-Mobile is still in the process of evaluating the adjustments necessary to conform the accounting policies of Sprint to those ofT-Mobile and expects further adjustments may be necessary asT-Mobile conducts a more detailed review of Sprint’s accounting policies.

Support Agreements

Deutsche Telekom Support Agreement

Subsequent to the execution of the business combination agreement, Deutsche Telekom and Deutsche Telekom Holding entered into a support agreement under which they agreed, promptly (and in any event within two business days) following their receipt of this joint consent solicitation statement/prospectus, to execute and deliver a written consent with respect to all of the outstanding shares ofT-Mobile common stock held by Deutsche Telekom Holding, representing approximately 63.5% of the outstanding shares ofT-Mobile common stock as of theT-Mobile record date, approving theT-Mobile proposals. The delivery of the Deutsche Telekom written consent will constitute receipt byT-Mobile of theT-Mobile stockholder approval. See “Support Agreements—Deutsche Telekom Support Agreement.”

SoftBank Support Agreement

Subsequent to the execution of the business combination agreement, SoftBank, SoftBank UK, Starburst and Galaxy entered into a support agreement under which they agreed, promptly (and in any event within two

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business days) following their receipt of this joint consent solicitation statement/prospectus, to execute and deliver (or cause to be delivered) a written consent with respect to all of the outstanding shares of Sprint common stock held by Starburst and Galaxy, representing approximately 84.5% of the outstanding shares of Sprint common stock as of the Sprint record date, approving the Sprint proposals. The delivery of the SoftBank written consent will constitute receipt by Sprint of the Sprint stockholder approval. See “Support Agreements—SoftBank Support Agreement.”

Stockholders’ and Proxy Agreements

Stockholders’ Agreement

Pursuant to the business combination agreement, prior to the closing,T-Mobile, Deutsche Telekom and SoftBank will enter into an amendment and restatement (which we refer to as the “amended and restated stockholders’ agreement”) of the stockholder’s agreement (which we refer to as the “stockholder’s agreement”), dated as of April 30, 2013, by and between Deutsche Telekom andT-Mobile. The amended and restated stockholders’ agreement includes provisions setting forth the rights of Deutsche Telekom and SoftBank to designate a number of individuals to be nominees for election to theT-Mobile board of directors and any committees thereof. The amended and restated stockholders’ agreement also sets forth specified actions that the combined company may not take without the prior written consent of Deutsche Telekom or SoftBank, as applicable, including with respect to material acquisitions, dispositions and equity issuances by the combined company. The amended and restated stockholders’ agreement provides SoftBank with a match right in connection with a possible sale of the combined company and sets forth certain rights of Deutsche Telekom with respect to debt defaults and certain rights and limitations of each of Deutsche Telekom and SoftBank with respect to information rights, related party transaction approval rights and registration rights. Additionally, the amended and restated stockholders’ agreement restricts each of Deutsche Telekom and SoftBank and certain of their respective affiliates with respect to certain acquisitions and dispositions ofT-Mobile common stock and the conduct of certain business activities that would compete with the combined company in the United States, Puerto Rico and the territories and protectorates of the United States during specified time periods, subject to certain exceptions. The amended and restated stockholders’ agreement is described in more detail in the section of this joint consent solicitation statement/prospectus entitled “Stockholders’ and Proxy Agreements—Amended and Restated Stockholders’ Agreement.”

Proxy Agreement

Pursuant to the business combination agreement, prior to the closing, Deutsche Telekom and SoftBank will enter into a proxy, lock-up and ROFR agreement (which we refer to as the “proxy agreement”). The proxy agreement will establish between Deutsche Telekom and SoftBank certain rights and obligations in respect of the shares ofT-Mobile common stock that will be owned by each of Deutsche Telekom, SoftBank and certain of their respective affiliates following the completion of the merger transactions. Pursuant to the proxy agreement, at any meeting of the stockholders of the combined company, SoftBank is obligated to vote or not vote all of its shares ofT-Mobile common stock in the manner directed by Deutsche Telekom, which obligation will terminate upon the earliest of: (1) with respect to each such share ofT-Mobile common stock, the date on which such share is transferred to a third party in accordance with the terms of the proxy agreement, subject to certain exceptions, (2) the date on which Deutsche Telekom’s voting percentage equals or exceeds 55% and (3) the date on which Deutsche Telekom has transferred an aggregate number of shares representing 5% or more of the outstandingT-Mobile common stock as of immediately following the effective time. The proxy agreement also contains certain restrictions on the ability of each of SoftBank and Deutsche Telekom to transfer or acquire shares ofT-Mobile common stock, including that each of SoftBank and Deutsche Telekom is not permitted to transfer its shares without the prior written consent of the other stockholder from and after the effective time until the fourth anniversary of the effective time, subject to certain exceptions, including for transfers of up to specified percentages of theT-Mobile common stock outstanding as of the effective time beginning after the first anniversary of the effective time. The proxy agreement is described in more detail in the section of this joint consent solicitation statement/prospectus entitled “Stockholders’ and Proxy Agreements—Proxy Agreement.”

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Other Agreements

Trademark License

Pursuant to the business combination agreement, prior to the closing,T-Mobile and Deutsche Telekom will enter into an amendment (which we refer to as the “license agreement amendment”) to the license agreement, dated as of April 30, 2013, by and betweenT-Mobile and Deutsche Telekom (which we refer to as the “trademark license”), the form of which is attached as Exhibit G to the business combination agreement and is incorporated by reference into this joint consent solicitation statement/prospectus. The license agreement amendment provides, among other things, that, so long as the business combination agreement is not terminated, the license fee payable byT-Mobile to Deutsche Telekom under the trademark license, which otherwise would have been calculated based on the net revenue of the combined company without a cap, will be subject to a cap of $80.0 million per year from January 1, 2019 through December 31, 2028. In 2017,T-Mobile paid Deutsche Telekom royalties totaling approximately $78.9 million under the terms of the trademark license. Absent the license agreement amendment, following the closing of the merger, the license fee payable by the combined company to Deutsche Telekom pursuant to the trademark license would have been calculated based on the net revenue of the combined company without a cap.

Roaming Agreement

Concurrently with the execution of the business combination agreement,T-Mobile and Sprint entered into a Domestic LTE Roaming Data Services Agreement (which we refer to as the “roaming agreement”). Pursuant to the roaming agreement,T-Mobile will provide Sprint with access to roaming LTE data services onT-Mobile’s network in consideration for the per-gigabyte fees set forth therein. If the business combination agreement is terminated, the roaming agreement will continue in effect for a period of four years following such termination, subject to the terms and conditions of the roaming agreement.

Litigation Related to the Merger Transactions

On September 28, 2018, Arthur Gober, a purported stockholder of Sprint, commenced a putative class action lawsuit, captionedGober v.Sprint Corporation et al., No. 2:18-cv-02523 (D. Kan.), in the United States District Court for the District of Kansas. The complaint named Sprint and the members of the Sprint board of directors as defendants. The complaint asserted claims under Section 14(a) and Section 20(a) of the Exchange Act challenging the adequacy of the disclosures relating to the merger transactions made in this joint consent solicitation statement/prospectus. On October 5, 2018, the plaintiff voluntarily dismissed the complaint without prejudice.

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THE BUSINESS COMBINATION AGREEMENT

This section describes the material terms of the business combination agreement. The description in this section and elsewhere in this joint consent solicitation statement/prospectus is qualified in its entirety by reference to the complete text of the business combination agreement, a copy of which is attached as Annex A and is incorporated by reference into this joint consent solicitation statement/prospectus. This summary does not purport to be complete and may not provide all of the information about the business combination agreement that might be important to you. We encourage you to read the business combination agreement carefully and in its entirety.

Explanatory Note Regarding the Business Combination Agreement

The business combination agreement and this summary are included solely to provide you with information regarding the terms of the business combination agreement. The representations, warranties and covenants made in the business combination agreement byT-Mobile, Merger Sub, Merger Company, Sprint, the SoftBank Parties and the Deutsche Telekom Parties were made solely for the purposes of the business combination agreement and as of specific dates and are qualified by and subject to important limitations agreed to byT-Mobile, Merger Sub, Merger Company, Sprint, the SoftBank Parties and the Deutsche Telekom Parties in connection with negotiating the terms of the business combination agreement. In particular, in your review of the representations and warranties contained in the business combination agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the business combination agreement may have the right not to complete the merger transactions if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the business combination agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, are qualified by certain matters contained in certain reports publicly filed with the SEC, and in some cases are qualified by the matters contained in disclosure letters delivered in connection with the business combination agreement, which disclosures were not included in the business combination agreement attached to this joint consent solicitation statement/prospectus as Annex A. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this joint consent solicitation statement/prospectus, may have changed since the date of the business combination agreement. Accordingly, the representations and warranties and other provisions of the business combination agreement should not be read alone, but instead should be read together with the information provided elsewhere in this joint consent solicitation statement/prospectus, the documents incorporated by reference into this joint consent solicitation statement/prospectus, and reports, statements and filings thatT-Mobile and Sprint file with the SEC from time to time. See “Where You Can Find More Information.”

The Merger Transactions

Pursuant to the business combination agreement, if certain conditions are met, each SoftBank US HoldCo will merge with and into Merger Company (which we refer to, collectively, as the “HoldCo mergers”), with Merger Company continuing as the surviving entity (which we sometimes refer to as the “SoftBank surviving entity”) and as a wholly owned subsidiary ofT-Mobile. If eitherT-Mobile or Sprint is unable to obtain the applicable tax opinions described under “—Conditions to the Completion of the Merger Transactions,” but all other conditions have been satisfied or waived or are then capable of being satisfied or waived, thenT-Mobile or Sprint, as the case may be, is required to give prompt written notice to the other party (which we refer to as a “revised structure notice”), and upon delivery of a revised structure notice, the parties will be required to complete the transactions contemplated by the business combination agreement, including the merger, other than the HoldCo mergers. Irrespective of whether the HoldCo mergers occur, subject to the satisfaction or waiver of the conditions in the business combination agreement, Merger Sub will merge with and into Sprint (which we refer to as the “merger”), with Sprint continuing as the surviving corporation (which we sometimes refer to as the

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“surviving corporation”) and as a wholly owned indirect subsidiary ofT-Mobile. Following the merger transactions, the Sprint common stock will be delisted from the New York Stock Exchange (which we refer to as the “NYSE”) and deregistered under the Exchange Act and cease to be publicly traded. Following the merger transactions,T- Mobile is expected to contribute Sprint toT-Mobile USA or otherwise cause Sprint to become a direct or indirect wholly owned subsidiary ofT-Mobile USA.

Closing and Effective Time of the Merger Transactions

Unless otherwise mutually agreed to byT-Mobile and Sprint, the closing of the merger transactions (which we refer to as the “closing”) will take place at 9:00 a.m., New York time, on the third business day after the satisfaction or waiver of the last of the conditions to complete the merger transactions (other than any such conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions) (described under “ —Conditions to the Completion of the Merger Transactions”). However, if the marketing period (as defined below) has not ended at the time of the satisfaction or waiver of the conditions to complete the merger transactions, the closing will occur on the earlier to occur of (a) a date during the marketing period specified byT-Mobile on no less than three business days’ notice to Sprint and (b) the third business day immediately following the final day of the marketing period. The HoldCo mergers will be effective at the time (which we refer to as the “HoldCo mergers effective time”) that will be mutually agreed by the parties and specified in the certificate of merger with respect to the HoldCo mergers (which we refer to as the “HoldCo merger certificates”) and the merger will be effective at the time (which we refer to as the “effective time”) when the certificate of merger with respect to the merger (which we refer to as the “merger certificate”) has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be mutually agreed by the parties. If no revised structure notice is delivered in accordance with the business combination agreement, the effective time will be at least one minute after the HoldCo mergers effective time.

Assuming timely satisfaction of the necessary closing conditions, the closing is expected to occur in the first half of 2019. However, as the merger transactions are subject to various regulatory approvals and the satisfaction or waiver of other conditions described in the business combination agreement, it is possible that factors outside the control ofT-Mobile and Sprint could result in the merger transactions being completed at a later time or not at all.

For purposes of the business combination agreement, the term “marketing period” means the first period of 20 consecutive business days after the date of the business combination agreement (a) throughout and at the end of whichT-Mobile will have certain required financial information regarding Sprint and its subsidiaries (which we refer to as the “required information”) and (b) throughout and at the end of which the conditions to each party’s obligation to effect the merger transactions and to the obligations ofT-Mobile, Merger Sub, Merger Company and the Deutsche Telekom Parties (other than those conditions that by their terms are to be satisfied at the closing) will be satisfied. Notwithstanding the foregoing, the marketing period will not commence if, after the date of the business combination agreement and prior to the completion of such 20 consecutive business day period: (i) Sprint’s independent accountant has withdrawn its audit opinion with respect to Sprint’s most recent annual audited financial statements, in which case the marketing period will not be deemed to commence unless and until, at the earliest, a new unqualified audit opinion is issued with respect to the consolidated financial statements of Sprint for the applicable periods by the independent accountant or another independent public accounting firm reasonably acceptable toT-Mobile, (ii) Sprint issues a public statement indicating its intent to restate any historical financial statements of Sprint or that any such restatement is under consideration or may be a possibility, in which case the marketing period will not be deemed to commence unless and until, at the earliest, such restatement has been completed or Sprint has announced that it has concluded that no restatement is required in accordance with GAAP, (iii) any required information would not be compliant (as defined in the business combination agreement) at any time during such 20 consecutive business day period, in which case the marketing period will not be deemed to commence unless and until, at the earliest, the receipt byT-Mobile of required information that is compliant, or (iv) Sprint has failed to file any report or other document required to be filed with the SEC by the date required under the Exchange Act containing any

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financial information that would be required to be contained therein in which case the marketing period will not be deemed to commence unless and until, at the earliest, such reports have been filed. The business combination agreement specifies certain days that will be excluded as a business day for purposes of determining the marketing period and certain additional requirements with respect to the start and end dates of the marketing period.

Consideration to Sprint Stockholders

Sprint Common Stock

SoftBank and its affiliates will receive the same amount ofT-Mobile common stock per share of Sprint common stock in the merger transactions as all other Sprint stockholders.

Sprint Warrants

The business combination agreement provides that, except as described below, each Sprint warrant and all rights in respect thereof will automatically be canceled and retired and will cease to exist, and no consideration will be payable in respect of such Sprint warrant. However, the specified Sprint warrant will be assumed byT-Mobile in connection with the transactions contemplated by the business combination agreement, unless exercised prior to the closing. As of April 29, 2018, the SoftBank Sprint warrant was outstanding. On July 10, 2018, Starburst exercised the SoftBank Sprint warrant and received 54,579,924 shares of Sprint common stock at a purchase price of $5.25 per share.

Adjustment to Exchange Ratio

The exchange ratio will be adjusted appropriately to reflect the effect of any reclassification, recapitalization,split-up, combination, exchange of shares, dividend payable in stock or other securities or other similar transaction with respect to the shares ofT-Mobile common stock or Sprint common stock outstanding after the date of the business combination agreement and prior to the effective time.

Exchange Agent and Transmittal Materials and Procedures

Prior to the effective time,T-Mobile will designate a bank, trust company or nationally recognized stockholder services provider (which we refer to as the “exchange agent”) reasonably acceptable to Sprint on terms reasonably acceptable to Sprint to act as the exchange agent in connection with the merger transactions. On or prior to the effective time,T-Mobile will deposit, or cause to be deposited, with the exchange agent evidence of shares ofT-Mobile common stock representing the aggregate number of shares ofT-Mobile common stock sufficient to deliver the merger consideration payable in respect thereof (which shares we refer to as the “exchange fund”).

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Exchange Procedures for the HoldCo Mergers

On the closing date, promptly following the HoldCo mergers effective time, SoftBank will cause the certificates (or affidavits of loss in lieu thereof) and book-entry shares that immediately prior to the HoldCo mergers effective time represented outstanding shares of Galaxy common stock and Starburst common stock to be surrendered to the exchange agent, and upon such surrender, the holder of such certificates and such book-entry shares will be entitled to receive:

•

the HoldCo merger consideration to which such holder is entitled; and

•

any fractional share consideration to which such holder is entitled.

Exchange Procedures for the Merger

As soon as reasonably practicable after the effective time (but no more than five business days following the effective time), the exchange agent will mail transmittal materials to holders of record of certificates representing shares of Sprint common stock, which will include the appropriate form of a letter of transmittal and instructions on how to effect the surrender of certificates representing shares of Sprint common stock in exchange for the merger consideration into which such shares of Sprint common stock have been converted.

When a Sprint stockholder surrenders his, her or its shares of Sprint common stock, and, in the case of certificated shares, delivers a properly executed letter of transmittal and any other documents as may reasonably be required by the exchange agent, such holder will be entitled to receive:

•

the merger consideration to which such holder is entitled; and

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any fractional share consideration to which such holder is entitled.

If any portion of the merger consideration is to be registered in the name of a person other than the holder in whose name any surrendered certificate or book-entry share is registered, it will be a condition of such registration that:

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the surrendered certificate or book-entry share be properly endorsed or otherwise be in proper form for transfer; and

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the person requesting such registration pay to the exchange agent any transfer or other taxes required by reason of such registration in the name of a person other than the registered holder of such surrendered certificate or book-entry share or establish to the reasonable satisfaction of the exchange agent that such tax has been paid or is not required to be paid.

Treatment of Sprint Equity-Based Awards

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time, as of the effective time, will be automatically converted into a restricted stock unit award, on the same terms and conditions (including, if applicable, any continuing vesting requirements) under the applicable plan and award agreement in effect immediately prior to the effective time, in respect of a number of shares ofT-Mobile common stock equal to the product (rounded up to the nearest whole share) of (a) the number of shares of Sprint common stock subject to such restricted stock unit as of immediately prior to the effective time multiplied by (b) 0.10256. Any accrued but unpaid dividend equivalents with respect to any award of time-based restricted stock units in respect of shares of Sprint common stock will be assumed and become an obligation with respect to the applicable award of restricted stock units in respect of shares ofT-Mobile common stock.

Performance-Based Restricted Stock Units. Each award of performance-based restricted stock units in respect of shares of Sprint common stock, whether vested or unvested, that is outstanding as of immediately prior to the effective time, as of the effective time, will be automatically converted into a restricted stock unit, on the same terms and conditions (including, if applicable, any continuing vesting requirements, but not the performance-based vesting conditions applicable to such performance-based restricted stock unit in respect of Sprint common stock immediately prior to the effective time) under the applicable plan and award agreement in effect immediately prior to the effective time, in respect of a number of shares ofT-Mobile common stock equal to the product (rounded up to the nearest whole share) of (a) the number of shares of Sprint common stock subject to such restricted stock unit as of immediately prior to the effective time, multiplied by (b) 0.10256. Any accrued but unpaid dividend equivalents with respect to any award of performance-based restricted stock units in respect of shares of Sprint common stock will be assumed and become an obligation with respect to the applicable award of restricted stock units in respect of shares ofT-Mobile common stock. The number of shares of Sprint common stock subject to each performance-based restricted stock unit outstanding as of immediately prior to the effective time will be based on the assumed level of performance equal to (x) in the case of a “turnaround incentive award” issued in respect of Sprint common stock, the greatest of (1) the volume-weighted average price of Sprint common stock over any150-calendar day period as specified in the applicable award agreement as of the effective time, (2) the volume-weighted average price of Sprint common stock over the five consecutive trading day period ending with the second complete trading day prior to the effective time, and (3) the volume-weighted average price of Sprint common stock equal to 100% of the target award; and (y) in the case of an award of performance-based restricted stock units issued in respect of shares of Sprint common stock that is not a “turnaround incentive award,” in respect of outstanding performance periods as of the effective time, the target number of shares of Sprint common stock underlying such award of performance-based restricted stock units, and in respect of completed performance periods as of the effective time, the actual number of shares of Sprint common stock underlying such award of performance-based restricted stock units.

Cash will be payable in lieu of any fractional share ofT-Mobile common stock resulting from application of the 0.10256 equity award adjustment ratio.

No Appraisal Rights

Stockholders are not entitled to appraisal rights under Delaware law in connection with the merger transactions. See “No Appraisal Rights.”

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Withholding

T-Mobile and the exchange agent will be entitled to deduct and withhold, from any amounts otherwise payable pursuant to the business combination agreement, any amounts that are required to be deducted or withheld with respect to the making of such payment under the Code or any provision of state, local ornon-U.S. tax law. To the extent that amounts are withheld or paid over to the relevant taxing authority, such withheld amounts will be treated for all purposes of the business combination agreement as having been paid to the person in respect of which such deduction and withholding was made.

No Fractional Shares

No fractional shares ofT-Mobile common stock will be issued in connection with the merger transactions. Each holder of Sprint common stock converted pursuant to the merger transactions who would otherwise have been entitled to receive a fraction of a share ofT-Mobile common stock (after taking into account all shares represented by the certificates and book-entry shares delivered by such holder) will instead receive cash (without interest) in the amount of such holder’s pro rata portion of the proceeds of the sale or sales by the exchange agent of the aggregate number of shares ofT-Mobile common stock in lieu of which Sprint stockholders would receive cash (reduced by the amount of commissions, transfer taxes and otherout-of-pocket transactions costs, as well as expenses, of the exchange agent), which the exchange agent will execute at then-prevailing prices on NASDAQ as promptly as practicable following the effective time.

Certain Governance Matters Following the Merger Transactions

Combined Company Name and Ticker

The parties intend that, following the effective time, the name ofT-Mobile will continue to be“T-Mobile US, Inc.,”T-Mobile will continue to conduct its business under that name (unless otherwise determined by theT-Mobile board of directors) and theT-Mobile common stock will continue to trade on NASDAQ under the ticker symbol “TMUS.”

Combined Company Headquarters

The parties intend that, following the effective time,T-Mobile will have its headquarters in Bellevue, Washington, with a secondary headquarters in Overland Park, Kansas.

Board of Directors of the Combined Company

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be the chief executive officer of SoftBank as of the date of the business combination agreement (or, if such person is unable to serve, another person designated by SoftBank); and

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the remaining director will be the chief executive officer of the combined company.

Management of the Combined Company

Under the business combination agreement,T-Mobile and Sprint have agreed to cooperate to take all reasonable actions necessary to cause, effective as of the effective time, the chief executive officer ofT-Mobile immediately prior to the effective time to serve as the chief executive officer of the combined company from and after the effective time, and the officers of the combined company from and after the effective time to be such individuals asT-Mobile and Sprint will agree, through a process overseen by their respective chief executive officers and in consultation with Deutsche Telekom and SoftBank, cooperating in good faith to identify such individuals prior to the effective time, in each case serving until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified.

CEO Selection Committee

Under the business combination agreement,T-Mobile, Sprint, Deutsche Telekom and SoftBank have agreed to cooperate to take all actions necessary to cause theT-Mobile board of directors to establish, effective as of the effective time, a CEO selection committee in accordance with the terms of the amended and restated stockholders’ agreement. See “Stockholders’ and Proxy Agreements—Amended and Restated Stockholders’ Agreement.”

Representations and Warranties

Representations and Warranties ofT-Mobile and Sprint

T-Mobile and Sprint made customary representations and warranties in the business combination agreement on behalf of themselves and their respective subsidiaries that are subject, in some cases, to specified exceptions and qualifications contained in the business combination agreement or in information provided pursuant to certain disclosure letters delivered in connection with the business combination agreement. The representations and warranties made byT-Mobile and Sprint are also subject to and qualified by certain information included in certain filings each party and its affiliates have made with the SEC.

Many of the representations and warranties ofT-Mobile and Sprint are reciprocal and apply toT-Mobile and Sprint, as applicable, and their respective subsidiaries. Some of the more significant representations and warranties ofT-Mobile and Sprint relate to:

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organization, existence and good standing, and requisite corporate or other power and authority to carry on its business;

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corporate power and authority to enter into the business combination agreement and the enforceability thereof;

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the absence of any breach or violation of organizational documents or certain contracts as a result of entry into the business combination agreement or the completion of the merger or the other transactions contemplated by the business combination agreement;

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required governmental approvals;

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capital structure;

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subsidiaries;

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SEC reports and financial statements, including their preparation in accordance with GAAP, filing or furnishing with the SEC, and compliance with the applicable rules and regulations promulgated thereunder, and that such reports and financial statements fairly present, in all material respects, the relevant financial position and results of operations and cash flows;

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the absence of undisclosed liabilities;

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compliance with the rules and regulations of NASDAQ or the NYSE, as applicable;

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the maintenance of internal control over financial reporting and disclosure controls and procedures;

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the reliability and accuracy of information supplied for this joint consent solicitation statement/prospectus;

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the absence of certain changes since March 31, 2017 that have had or would be reasonably expected to have, individually or in the aggregate, a material adverse effect;

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the absence of any actions since December 31, 2017 that would constitute a breach of the covenants described under “—Covenants and Agreements—Conduct of Business Pending the Closing Date” if such action was taken between the date of the business combination agreement and the closing;

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compliance with laws, government regulations, licenses and leases;

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the absence of certain material litigation, investigations, claims and actions;

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employee benefits and compliance with applicable laws related to employee benefits and the Employment Retirement Income Security Act (which we refer to as “ERISA”);

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the absence of collective bargaining agreements, labor disputes and other employment and labor matters;

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the accuracy and completeness of tax returns and other tax matters;

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the requisite vote or consent of stockholders to complete the merger and the other transactions contemplated by the business combination agreement;

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ownership of or right to intellectual property, absence of infringement and operation of material information technology assets;

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protection of personal data;

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the existence of and compliance with certain material contracts, and certain matters related to contracts with governmental entities and security clearances;

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compliance with environmental laws and permits, and the absence of material environmental claims;

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compliance with the Foreign Corrupt Practices Act of 1977, as amended, and anti-corruption laws in other jurisdictions;

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title and rights to, and condition of, real property;

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related party agreements;

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the receipt of fairness opinions from financial advisors;

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the absence of undisclosed brokers’ fees or finders’ fees relating to the merger transactions;

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the inapplicability of certain anti-takeover statutes and any similar provisions in organizational documents; and

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ownership ofT-Mobile common stock or Sprint common stock, as applicable.

T-Mobile made additional representations and warranties in the business combination agreement in relation to financing commitments and the business of each of Merger Company and Merger Sub.

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Many of the representations and warranties made byT-Mobile and Sprint are qualified by a “material adverse effect” standard (that is, they will not be deemed untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the party making the representation and warranty). Certain of the representations and warranties are qualified by a general materiality standard or by a knowledge standard. For the purpose of the business combination agreement, a “material adverse effect” with respect to each ofT-Mobile or Sprint means any fact, circumstance, effect, change, event or development (each referred to as an “effect”) that has had, or would reasonably be expected to have, individually or in the aggregate with all other effects, a material adverse effect on the business, assets, financial condition or results of operations ofT-Mobile and its subsidiaries, or Sprint and its subsidiaries, as applicable, in each case taken as a whole, excluding any effect to the extent that it results from or arises out of:

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general economic or political conditions or securities, credit, financial or other capital markets conditions in the United States or elsewhere to the extent such effects do not have a disproportionate impact on the relevant party relative to other participants in the industry in which such party operates;

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any failure, in and of itself, by the relevant party to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (provided that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, a material adverse effect on such party unless otherwise excluded in the definition of material adverse effect);

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the execution and delivery of the business combination agreement or the public announcement or pendency of the merger transactions or any of the other transactions contemplated by the business combination agreement, including any litigation resulting or arising therefrom or with respect thereto;

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any change, in and of itself, in the market price or trading volume of the securities of the relevant party (provided that the facts or occurrences giving rise to or contributing to such change may be deemed to constitute, or be taken into account in determining whether there has been or will be, a material adverse effect on such party unless otherwise excluded in the definition of material adverse effect);

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any change after the date of the business combination agreement in applicable law, regulation or GAAP (or authoritative interpretation thereof) to the extent such effects do not have a disproportionate impact on the relevant party relative to other participants in the industry in which such party operates;

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geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism to the extent such effects do not have a disproportionate impact on the relevant party relative to other participants in the industry in which such party operates;

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any hurricane, tornado, flood, earthquake or other natural disaster to the extent such effects do not have a disproportionate impact on the relevant party relative to other participants in the industry in which such party operates;

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any changes, including in credit ratings or credit outlook, generally affecting the industry in which the relevant party and its subsidiaries operate to the extent such effects do not have a disproportionate impact on the relevant party relative to other participants in the industry in which such party operates; or

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any action taken by the relevant party pursuant to the express written direction of another party to the business combination agreement, where the authority of the second party to direct the first party is granted by the business combination agreement.

Representations and Warranties of the Deutsche Telekom Parties and the SoftBank Parties

The Deutsche Telekom Parties and the SoftBank Parties made certain limited representations and warranties in the business combination agreement that are subject, in some cases, to specified exceptions and qualifications

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contained in the business combination agreement or in information provided pursuant to certain disclosure letters delivered in connection with the business combination agreement.

Some of the more significant representations and warranties of the Deutsche Telekom Parties and the SoftBank Parties relate to:

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organization, existence and good standing, and requisite corporate or other power and authority to carry on business;

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power and authority to enter into the business combination agreement and the enforceability thereof;

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the absence of certain material litigation, investigations, claims and actions; and

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the reliability and accuracy of information supplied for this joint consent solicitation statement/prospectus.

The SoftBank Parties made additional representations and warranties in the business combination agreement in relation to the capitalization and business of, and certain tax matters with respect to, each of Galaxy and Starburst, the ownership of Sprint common stock by each of Galaxy and Starburst, and voting power with respect to the matters set forth in the business combination agreement and the SoftBank support agreement with respect to such common stock.

THE DESCRIPTION OF THE BUSINESS COMBINATION AGREEMENT IN THIS JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS HAS BEEN INCLUDED TO PROVIDE YOU WITH INFORMATION REGARDING ITS TERMS. THE BUSINESS COMBINATION AGREEMENT CONTAINS REPRESENTATIONS AND WARRANTIES MADE BY AND TO THE PARTIES AS OF SPECIFIC DATES. THE STATEMENTS EMBODIED IN THOSE REPRESENTATIONS AND WARRANTIES WERE MADE FOR PURPOSES OF THE CONTRACT BETWEEN THE PARTIES AND ARE SUBJECT TO QUALIFICATIONS AND LIMITATIONS AGREED TO BY THE PARTIES IN CONNECTION WITH NEGOTIATING THE TERMS OF THE BUSINESS COMBINATION AGREEMENT AND IN SOME CASES WERE QUALIFIED BY CONFIDENTIAL DISCLOSURES MADE BY THE PARTIES, WHICH DISCLOSURES ARE NOT REFLECTED IN THE BUSINESS COMBINATION AGREEMENT ATTACHED AS ANNEX A TO THIS JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS. IN ADDITION, CERTAIN REPRESENTATIONS AND WARRANTIES WERE MADE AS OF A SPECIFIED DATE AND THE REPRESENTATIONS AND WARRANTIES WERE GENERALLY USED FOR THE PURPOSE OF ALLOCATING RISK BETWEEN THE PARTIES RATHER THAN ESTABLISHING MATTERS AS FACTS.

Nonsurvival of Representations and Warranties

The representations and warranties in the business combination agreement of each ofT-Mobile, Sprint and the Deutsche Telekom Parties will not survive the completion of the merger. The representations and warranties in the business combination agreement of the SoftBank Parties, including any right to indemnification for breach thereof, will survive the completion of the merger and will terminate 90 days after the expiration of the applicable statute of limitations.

Covenants and Agreements

Conduct of Business Pending the Closing Date

During the period from the date of the business combination agreement to the earlier of the effective time and the termination of the business combination agreement pursuant to its terms, except as set forth in the applicable disclosure letter, as otherwise expressly permitted by the business combination agreement, as required by law or with the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed),T-Mobile and Sprint have agreed to, and have agreed to cause their respective

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subsidiaries to, use reasonable best efforts to carry on their respective businesses in the ordinary course of business consistent with past practice and, to the extent consistent therewith, use reasonable best efforts to preserve intact their current business organizations, preserve their assets and properties in good repair and condition and preserve their relationships with those persons having business dealings with them to the end that their goodwill and ongoing businesses will be unimpaired at the effective time.

During the period from the date of the business combination agreement to the earlier of the effective time and the termination of the business combination agreement pursuant to its terms, except as set forth in the applicable disclosure letter, as otherwise expressly permitted by the business combination agreement, as required by law or with the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), each ofT-Mobile and Sprint has agreed not to, and has agreed not to permit any of its subsidiaries to:

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(1) other than dividends and distributions by a direct or indirect wholly owned subsidiary to its parent, declare, set aside or pay any dividends on, make any other distributions in respect of or enter into any agreement with respect to the voting of, any of its capital stock, (2) (a) other than with respect to the capital stock or securities of its direct or indirect wholly owned subsidiaries, split, combine or reclassify any shares of its capital stock or (b) issue any other securities in respect of, in lieu of or in substitution for shares of its capital stock, unless such issuance is to other direct or indirect wholly owned subsidiaries, or (3) purchase, redeem or otherwise acquire any shares of its capital stock or the capital stock of anynon-wholly owned subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities (other than the acquisition of shares from a holder of aT-Mobile or Sprint equity award, as applicable, in satisfaction of withholding obligations or in payment of the exercise price in accordance with the terms thereof or in connection with the forfeiture of such award);

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issue, deliver, sell, pledge or otherwise encumber or subject to any lien any shares of its capital stock, any other voting or equity securities or interests or any securities or interests convertible into, or any rights, warrants or options to acquire, any such shares, securities or interests or convertible securities, other than (1) in connection with the exercise or settlement ofT-Mobile or Sprint equity awards, as applicable, outstanding as of the date of the business combination agreement in accordance with their present terms (or granted following the date of the business combination agreement in accordance with the terms of the business combination agreement), (2) in accordance with the applicable disclosure letter, (3) the issuance, delivery or sale of capital stock or other voting or equity securities or interests to another direct or indirect wholly owned subsidiary, (4) liens on the capital stock of any of its subsidiaries which are required to be granted pursuant to the terms of any indebtedness existing on the date of the business combination agreement or permitted to be incurred in accordance with the business combination agreement or that constitutes or is incurred because it represents apre-merger financing transaction, or (5) in the case of Sprint, the issuance of up to 61,868,554 shares of Sprint common stock upon the exercise of Sprint warrants in accordance with the terms thereof;

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except as set forth in the applicable disclosure letter: (1) amend or modify in any material respect, renew, waive any material provision of or terminate any material contract, or enter into any contract that would have been a material contract had it been in effect as of the date of the business combination agreement, except (a) in the ordinary course of business consistent with past practice (subject to certain exceptions), (b) in connection with any matter to the extent such matter is expressly permitted by another bullet point above or below or (c) for any renewal or extension of a material contract in the ordinary course of business consistent with past practice and in accordance with the express terms of such material contract as in effect on the date of the business combination agreement; or (2) permit to exist as of the closing date any condition that is or would result in an event of termination or an event of default with respect to any of the material contracts set forth on the applicable disclosure letter, or otherwise would result in a right of the applicable counterparty to terminate such material contract;

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other than acquisitions of wireless spectrum, and except for transactions solely betweenT-Mobile or Sprint, as applicable, and its wholly owned subsidiaries, or among its wholly owned subsidiaries, (1) acquire any equity interests in, or make any investment in or any capital contribution to, any person, or acquire a substantial portion of the assets or business of any person (or any division or line of business thereof), including in each case by merger or consolidation, or (2) otherwise acquire (including through leases, subleases and licenses of real property) any assets, except (a) in the case of (2), inventory, equipment, tower leases and assets acquired in the ordinary course of business consistent with past practice and (b) in the case of clauses (1) and (2), (w) pursuant to any agreement in effect on the date of the business combination agreement and made available to the other party prior to the date of the business combination agreement, (x) acquisitions in its investment portfolio made in the ordinary course of business consistent with past practice and consistent with its bona fide cash management policies, (y) assets required for, and reasonably acquired for, a disaster recovery operation or (z) in one or more transactions with respect to which the aggregate consideration for all such transactions during the period from the date of the business combination agreement to the closing date does not exceed $250 million (in the case of Sprint) or $375 million (in the case ofT-Mobile);

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acquire any wireless spectrum, except (1) fair market value exchanges of spectrum licenses in the ordinary course of business consistent with past practice that do not adversely affect existing operations, (2) pursuant to any agreement in effect on the date of the business combination agreement and made available to the other party prior to the date of the business combination agreement, (3) pursuant to an auction of wireless spectrum by a governmental entity or (4) in one or more transactions with respect to which the aggregate consideration for all such transactions (including any cash component of an otherwise fair market value exchange of spectrum licenses) during the period from the date of the business combination agreement to the closing date does not exceed $1 billion (in the case of Sprint) or $2 billion (in the case ofT-Mobile);

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transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon, voluntarily fail to renew on commercially reasonable terms, allow to lapse or expire or otherwise dispose of (in each case except amongT-Mobile or Sprint, as applicable, and its wholly owned subsidiaries, including transactions between such subsidiaries) any communications licenses or wireless spectrum (or leases therefor) (or authorize, by action or inaction, any licensee leasing spectrum to such party or any of its subsidiaries to do any of the foregoing to the extent it would impair the rights of such party to leased spectrum), other than (1) fair market value exchanges of spectrum licenses in the ordinary course of business consistent with past practice that do not adversely affect existing operations and would not reasonably be expected to adversely affect the expected benefits of the transactions contemplated by the business combination agreement in any material respect, (2) pursuant to any agreement in effect on the date of the business combination agreement and made available to the other party prior to the date of the business combination agreement, (3) effecting any of the foregoing in one or more transactions (including any cash component of an otherwise fair market value exchange of spectrum licenses and fair market value of the wireless spectrum for any lease not so renewed) during the period from the date of the business combination agreement to the closing date does not exceed $50 million, or (4) liens which are required to be granted pursuant to the terms of any indebtedness existing on the date of the business combination agreement or permitted to be incurred in accordance with the bullet point related to indebtedness below;

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except in the ordinary course of business, transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon, voluntarily fail to renew on commercially reasonable terms, allow to lapse or expire or otherwise dispose of (except transfers, sales, leases or licenses solely amongT-Mobile or Sprint, as applicable, and its wholly owned subsidiaries, including transactions between such subsidiaries) any licenses (other than communications licenses), assets (other than wireless spectrum and intellectual property), operations, rights, businesses or interests, other than (1) any such licenses, assets, operations, rights, businesses or interests therein with a fair market value or purchase price in the aggregate not in excess of $250 million (in the case of Sprint) or $375 million (in the case

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ofT-Mobile) for all such transactions during the period from the date of the business combination agreement to the closing date or (2) pursuant to any agreement in effect on the date of the business combination agreement and made available to the other party prior to the date of the business combination agreement;

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create, incur or assume any indebtedness for borrowed money; issue any debt securities or any right to acquire debt securities; assume, guarantee, endorse or otherwise become liable or responsible (whether, directly, contingently or otherwise) for the indebtedness of another person; enter into any agreement to maintain any financial condition of another person; in the case of Sprint, enter into any securitization or factoring arrangement; or enter into any arrangement having the economic effect of any of the foregoing, except for (1) indebtedness under current revolving credit facilities or agreements and securitization facilities; (2) any indebtedness incurred to refinance or replace indebtedness in existence on the date of the business combination agreement or permitted to be incurred by this bullet point, which refinancing indebtedness is in an amount not to exceed the amount of indebtedness refinanced thereby, plus accrued and unpaid interest, customary fees and expenses relating thereto; (3) any intercompany indebtedness solely amongT-Mobile or Sprint, as applicable, and/or its direct or indirect wholly owned subsidiaries; (4) incremental indebtedness for borrowed money used to finance permitted acquisitions of wireless spectrum after the date of the business combination agreement and prior to the closing date, not to exceed $1 billion (in the case of Sprint) or $2.5 billion (in the case ofT-Mobile) in the aggregate outstanding at any time; (5) incremental indebtedness for borrowed money not to exceed $2 billion in the aggregate outstanding at any time; and (6) guarantees byT-Mobile or Sprint, as applicable, or its wholly owned subsidiaries of indebtedness for borrowed money of such party or its wholly owned subsidiaries (other than intercompany indebtedness) to the extent that (a) such guarantee is required by the terms of such indebtedness and (b) such indebtedness is in existence on the date of the business combination agreement or incurred in compliance with the foregoing clauses (1) through (6) (provided, in the case of Sprint, that any such indebtedness incurred pursuant to the foregoing clauses (2), (4) or (5) is prepayable at par at any time (except, in the case of any term loan B, for any customary 101 “soft call”);provided,further, that the foregoing will not limit the incurrence of indebtedness pursuant to anypre-merger financing transaction in accordance with the business combination agreement);

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except in the ordinary course of business consistent with past practice, make any loans or advances, except (1) to the extent required under any agreement in effect on the date of the business combination agreement and made available to the other party prior to the date of the business combination agreement, (2) toT-Mobile or Sprint, as applicable, or any of its wholly owned subsidiaries (including loans and advances between such subsidiaries) or (3) loans or advances not in excess of $30 million in the aggregate for all such loans and advances during the period from the date of the business combination agreement to the closing date;

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make or forgive any loans or advances to any employees, directors or officers (other than making travel and similar advances in the ordinary course of business consistent with past practice), except in the ordinary course of business in amounts not in excess of $5,000 per employee;

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other than any action with respect to taxes, waive, release, assign, settle or compromise any pending or threatened (in writing) action, other than (1) settlements that result in recoveries, (2) settlements involvingde minimisnon-monetary obligations entered into in the ordinary course of business consistent with past practice or (3) settlements that result solely in monetary obligations (without the admission of wrongdoing or anolo contendere or similar plea by, the imposition of injunctive or other equitable relief on, or restrictions on the future activity or conduct of,T-Mobile or Sprint, as applicable, or any of its subsidiaries, and excluding any stockholder action relating to the business combination agreement) involving the payment byT-Mobile or Sprint, as applicable, or any of its subsidiaries of (a) amounts not in excess of the amounts specifically reserved in accordance with GAAP with respect to such action on its consolidated financial statements for the period ending December 31, 2017 or (b) amounts not in excess of $100 million (in the case of Sprint) or $150 million

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(in the case ofT-Mobile) for a single action or $167 million (in the case of Sprint) or $250 million (in the case ofT-Mobile) in the aggregate for all such actions during the period from the date of the business combination agreement to the closing date;

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other than in the ordinary course of business consistent with past practice, (1) make, change or revoke any material tax election, (2) settle or compromise any claim, audit, proceeding or liability relating to a material amount of taxes, (3) change (or make a request to any taxing authority to change) any tax accounting period or any material aspect of its method of accounting for tax purposes, (4) amend any material tax return, (5) enter into any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local ornon-U.S. law) with respect to any material tax, (6) surrender any claim for a refund of a material amount of taxes or (7) in the case ofT-Mobile, take any action or make any election pursuant to Treasury RegulationsSection 301.7701-3(c) to treat Merger Company as other than disregarded as an entity separate fromT-Mobile for U.S. federal income tax purposes;

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other than in the ordinary course of business and consistent with past practice, as set forth on the applicable disclosure letter, as required by anyT-Mobile or Sprint benefit plan, as applicable, in effect on the date of the business combination agreement or as required by law, (1) increase any compensation or benefits of any executive officer or director, (2) grant any cash or equity incentive compensation to any executive officer or director, or pay or settle any cash or equity incentive compensation, other than in accordance with the terms of the applicable benefit plan based, if applicable, on actual performance, (3) enter into or adopt any newT-Mobile or Sprint benefit plan, as applicable, or amend in any material respect or terminate any existingT-Mobile or Sprint benefit plan, as applicable, (4) accelerate the vesting of any compensation or benefits (including equity awards), (5) provide any funding for any rabbi trust or similar arrangement, or take any other action to fund or secure the payment of any compensation or benefit, (6) amend the funding obligation or contribution rate of anyT-Mobile or Sprint benefit plan, as applicable, or change any underlying assumptions to calculate benefits payable under anyT-Mobile or Sprint benefit plan, as applicable, except as may be required by GAAP, or (7) grant to any executive officer or director any right to receive any severance,change-in-control, retention, termination or similar compensation or benefits or increases therein;

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(1) negotiate, enter into, materially modify or (except in accordance with its terms) extend any labor agreement or (2) voluntarily recognize or certify any labor or trade union, works council, employee representative body or other labor organization as the representative of any employees ofT-Mobile or Sprint, as applicable, or any of its subsidiaries;

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change any of its material financial accounting policies or procedures currently in effect, except (1) as required by GAAP (or with respect to permitted early adoption of changes required by GAAP), RegulationS-X of the Exchange Act or a governmental entity or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization) as determined in consultation with its outside auditor or (2) as required by law;

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make any payment or accrual of aggregate capital expenditures (excluding leased handsets in the ordinary course of business consistent with past practice) that are greater than 110% of the amounts set forth in the applicable disclosure letter for the respective periods set forth therein;

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write up, write down or write off the book value of any assets, other than (1) in the ordinary course of business consistent with past practice or (2) as may be consistent with its financial accounting policies and procedures and GAAP as determined in consultation with its outside auditor;

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transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest or otherwise dispose of (in each case except amongT-Mobile or Sprint, as applicable, and its wholly owned subsidiaries), cancel, dedicate to the public, disclaim, forfeit, reexamine, abandon or allow to lapse (except with respect to patents expiring in accordance with their terms), any rights in, or registrations or applications for, intellectual property, other than immaterial rights in, or registrations or applications for, intellectual property in the ordinary course of business consistent with past practice;

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(A) amend its certificate of incorporation or bylaws or the comparable organizational documents of any of its subsidiaries (other than any amendment to the organizational documents of any of its wholly owned subsidiaries that would not reasonably be expected to be materially adverse to the other party or to prevent or materially delay the completion of any of the transactions contemplated by the business combination agreement) or (B) merge or consolidate with any person (other than any merger or consolidation involving only its direct and indirect wholly owned subsidiaries) or adopt or implement any plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization; or

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authorize, commit, agree or publicly announce an intention to take any of the foregoing actions.

Conduct of the SoftBank Parties Pending the Closing Date

The SoftBank Parties have agreed that the SoftBank Parties will not acquire Sprint common stock that would cause (1) SoftBank’s voting interest in Sprint to equal or exceed 85%, (2) SoftBank’s and Deutsche Telekom’s collective voting interest in the combined company as of immediately following the closing to exceed 80.1% or (3) the ratio of (a) SoftBank’s beneficial ownership ofT-Mobile common stock to (b) Deutsche Telekom’s beneficial ownership ofT-Mobile common stock to exceed 49.9% to 50.1% as of immediately following the closing. In addition, the SoftBank US Holdcos have agreed to certain restrictions on their ability to issue, or enter into voting agreements with respect to, shares of their capital stock, make acquisitions and dispositions, incur indebtedness, amend their organizational documents and take certain actions with respect to taxes.

Conduct of Deutsche Telekom Pending the Closing Date

Deutsche Telekom has agreed that Deutsche Telekom and its subsidiaries will not acquireT-Mobile common stock that would cause SoftBank’s and Deutsche Telekom’s collective voting interest in the combined company as of immediately following the closing to exceed 80.1%.

Reasonable Best Efforts; Regulatory Filings and Other Actions

Each of the parties to the business combination agreement has agreed to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to complete and make effective, as soon as possible following the date of the business combination agreement, the merger transactions and the other transactions contemplated by the business combination agreement, including using reasonable best efforts in:

•

obtaining all governmental consents, including making all necessary registrations and filings and taking all steps as may be necessary to obtain a governmental consent from, or to avoid an action or proceeding by, any governmental entity;

•

obtaining all necessary consents, approvals or waivers, and any necessary or appropriate financing arrangements, from third parties;

•

contesting and defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging the business combination agreement or the completion of the transactions contemplated thereby, including seeking to have any adverse decision, stay or temporary restraining order entered by any court or other governmental entity vacated or reversed;

•

executing and delivering any additional instruments necessary to complete the transactions contemplated by, and to fully carry out the purposes of, the business combination agreement; and

•

refraining from taking any action that would reasonably be expected to prevent or materially delay the completion of the transactions contemplated by the business combination agreement.

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In addition, each of the parties has agreed to make or submit all filings, registrations, analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals, correspondence and written communications, and to take all other actions or steps to be taken, in connection therewith in accordance with a strategy (including as to the timing and substance thereof) jointly developed byT-Mobile and Sprint, with each of the parties to consult and cooperate reasonably promptly and in good faith with the other parties with respect thereto. In the event any party reasonably objects in writing to any filing, registration, analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal, correspondence or written communication to be (or proposed to be) made or submitted, or any other action or step to be (or proposed to be) taken, in connection with obtaining any governmental consent necessary, proper or advisable to complete and make effective the merger transactions and the other transactions contemplated by the business combination agreement, then such matters may be escalated for discussion to the chief executive officer of SoftBank and the chief executive officer of Deutsche Telekom, such discussion to be held no later than 24 hours following the date of the objection. If such representatives are not in good faith able to resolve such objection during such discussion, such matter will thereafter be resolved by the chief executive officer of Deutsche Telekom in his sole discretion. Promptly following such resolution by the chief executive officer of Deutsche Telekom, the parties will in good faith make or submit any such filing, registration, analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal, correspondence or written communication, or take any such other action or step, in accordance with such resolution by the chief executive officer of Deutsche Telekom.

Each of the parties has also agreed to notify the other party of, and permit (subject to applicable law) the other party to review and comment on, substantive communications from or to any governmental entity, consult with the other party in advance and give the other party the opportunity to attend and participate in substantive meetings or discussions with any governmental entity.

In connection with the foregoing, and subject to certain limitations specified in the business combination agreement, each of the parties has agreed that the use of “reasonable best efforts” will include (a) contesting and defending any lawsuits or other legal proceedings challenging the business combination agreement or the merger transactions, including seeking to have any adverse decision, stay or temporary restraining order vacated or reversed, and (b) proposing, negotiating, committing to and effecting by consent decree, hold separate order or otherwise, (1) the sale, divestiture, license or disposition of such assets or businesses ofT-Mobile, Sprint or its subsidiaries and (2) restrictions, limitations or conditions relating to, or actions that after the effective time would limitT-Mobile’s or its subsidiaries’ freedom of action or operations with respect to, or its ability to retain, one or more of its or its subsidiaries’ businesses, product lines or assets, in each case (x) as may be required in order to avoid the entry, or to effect the dissolution, of any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of preventing or materially delaying the completion of the transactions contemplated by the business combination agreement and (y) conditioned upon the completion of the merger transactions.

Notwithstanding the foregoing, none ofT-Mobile, Sprint, either Deutsche Telekom Party or any SoftBank Party will be required to take, or cause to be taken, any action that, individually or in the aggregate, would or would reasonably be expected to result in any of the following:

•

any of the consequences set forth on the applicable disclosure letter;

•

a materially adverse impact on the business, financial condition or results of operations ofT-Mobile, Sprint and their respective subsidiaries following the merger, taking into account the impact on the expected synergies of the merger (in each case with materiality measured on a scale consistent with the financial standard set forth in the next bullet point), as compared to such persons if such action (when taken together with all other actions undertaken with respect to the applicable section of the business combination agreement) were not taken;

•

any loss, cost or diminution in value of $7 billion or more, measured on a net present value basis, toT-Mobile, Sprint and their respective subsidiaries following the merger, taking into account the loss,

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cost or diminution in value of the expected synergies of the merger, as compared to such persons if such action (when taken together with all other actions undertaken with respect to the applicable section of the business combination agreement) were not taken;

•

any limit, restrictions or conditions (including as a result of any national security agreement or similar agreement or arrangement with CFIUS or any of its constituent members, whether as part of or separate from any review by CFIUS (which we refer to as a “national security agreement”)) on:

•

the ability of Deutsche Telekom or SoftBank to designate members of theT-Mobile board of directors after the merger or committees thereof (other than a minority of the compensation committee thereof) in all respects as contemplated by the business combination agreement and/or the amended and restated stockholders’ agreement and in accordance with the existing qualification criteria forT-Mobile directors as of the date of the business combination agreement (other than any requirement that one of each of Deutsche Telekom’s and SoftBank’s designees qualify as a “security director” or substantial equivalent to the extent required by any national security agreement);

•

the scope of authority provided to theT-Mobile board of directors after the merger or the exercise of any rights of any directors of theT-Mobile board of directors, in his or her capacity as a member of theT-Mobile board of directors or any committee thereof, other than with respect to oversight of, or participation in, a national security committee or related national security matters;

•

the exercise of any material right contemplated to be provided to Deutsche Telekom (unless waived by Deutsche Telekom) or SoftBank (unless waived by SoftBank) under the amended and restated stockholders’ agreement or the proxy agreement; or

•

except in anyde minimis respect, any business or operations of Deutsche Telekom, SoftBank or any of their respective affiliates, apart from the business or operations ofT-Mobile, Sprint or their respective subsidiaries;

•

any requirement to adopt a FOCI mitigation agreement or similar arrangement with DSS that results in a material change in, or material impact to, the network operations or the business operations ofT-Mobile and its subsidiaries following the effective time, includingT-Mobile’s control over such network operations or the business operations, as compared to such operations as conducted and controlled byT-Mobile and Sprint and their respective subsidiaries prior to the effective time (provided that restrictions having the same terms and operational scope of the FOCI mitigation agreement in effect as of the date of the business combination agreement between Sprint and DSS, and solely with respect to the business currently conducted by Sprint Federal Operations LLC and Sprint Federal Management LLC, will not be deemed to result in any such change or impact); or

•

any requirement to change the ownership, including the interests held by any shareholders, of Deutsche Telekom, SoftBank or any of their respective affiliates.

Any of the items described in the bullet points above is referred to in this joint consent solicitation statement/prospectus as a “regulatory material adverse condition.” However, the parties have agreed that each of (1) the existing Sprint security agreement and any other national security agreement with substantially similar or less conditions as applied toT-Mobile after the merger and (2) the FOCI mitigation agreement between Sprint and DSS in effect as of the date of the business combination agreement solely with respect to the business currently conducted by Sprint Federal Operations LLC and Sprint Federal Management LLC is not a regulatory material adverse condition.

No Solicitation; Third-Party Acquisition Proposals

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use reasonable best efforts to cause its other employees and representatives retained by it or any of its controlled affiliates not to, directly or indirectly:

•

solicit, initiate or knowingly encourage (including by furnishing information), or knowingly take any other action designed to facilitate, any inquiries regarding, or the making of, any proposal the consummation of which would constitute an alternative transaction (as defined below);

•

participate in any discussions or negotiations, or cooperate in any way with any person (including furnishingnon-public information), with respect to any inquiries regarding, or the making of, any proposal the consummation of which would constitute an alternative transaction; or

•

In addition, the business combination agreement requires each ofT-Mobile, Deutsche Telekom, Sprint and SoftBank to, and to cause its controlled affiliates and its officers and directors to, and to use reasonable best efforts to cause its other employees and representatives to, immediately cease and cause to be terminated any discussions or negotiations with any third parties conducted theretofore with respect to any alternative transaction.

Definition of Alternative Transaction

For purposes of the business combination agreement, the term “alternative transaction” (as used with respect to each ofT-Mobile and Sprint, as applicable) means any of:

•

a transaction or series of transactions pursuant to which any third party acquires or would acquire, directly or indirectly, beneficial ownership of more than 15% of the outstanding shares of common stock or securities representing 15% or more of the voting power ofT-Mobile or Sprint;

•

a merger, consolidation, share exchange or similar transaction pursuant to which any third party acquires or would acquire, directly or indirectly, assets or businesses representing 15% or more of the consolidated revenues, net income or assets ofT-Mobile or Sprint and their respective subsidiaries taken as a whole;

•

any transaction pursuant to which any third party acquires or would acquire, directly or indirectly, control of assets representing 15% or more of the consolidated revenues, net income or assets ofT-Mobile or Sprint and their respective subsidiaries taken as a whole;

•

any disposition of assets to a third party representing 15% or more of the consolidated revenues, net income or assets ofT-Mobile or Sprint and their respective subsidiaries taken as a whole; or

•

other than arrangements in effect as of the date of the business combination agreement and arrangements in the ordinary course of business consistent with past practice, any agreement or

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transaction pursuant to whichT-Mobile or Sprint or any of their respective subsidiaries provides or would provide mobile virtual network operator or other wholesale mobile network services to any third party which, individually or together with all related agreements or transactions with such third party or any affiliate thereof, would provide annual billed revenue toT-Mobile or Sprint in excess of $3 billion.

Change of Recommendation

Change of Recommendation of theT-Mobile Board of Directors

T-Mobile has agreed to include the recommendation of theT-Mobile board of directors toT-Mobile stockholders in favor of the approval of theT-Mobile charter amendment and theT-Mobile share issuance (which we refer to as the“T-Mobile board recommendation”) in this joint consent solicitation statement/prospectus, subject to the fiduciary duties of theT-Mobile board of directors under applicable law.

Notwithstanding the foregoing, prior to obtaining theT-Mobile stockholder approval, theT-Mobile board of directors is permitted to (1) disclose toT-Mobile stockholders a position contemplated by Rules14d-9 and14e-2(a) under the Exchange Act or issue a “stop, look and listen” statement toT-Mobile stockholders pursuant to Rule14d-9(f) under the Exchange Act, (2) make any disclosure toT-Mobile stockholders and (3) change or withdraw theT-Mobile board recommendation, but, in the case of (2) or (3), solely to the extent any such disclosure, change or withdrawal is required for theT-Mobile board of directors to carry out its fiduciary duties under applicable law. However, in no event will any such disclosure, change or withdrawal (x) affect the validity and enforceability of the business combination agreement or the Deutsche Telekom support agreement, including the applicable parties’ obligations to complete the transactions contemplated by the business combination agreement or deliver (or cause to be delivered) the Deutsche Telekom written consent or (y) cause any state corporate takeover statute or other similar statute to be applicable to the merger transactions or the other transactions contemplated by the business combination agreement. Therefore, Deutsche Telekom Holding will be required to deliver the Deutsche Telekom written consent, which will constitute theT-Mobile stockholder approval, even if theT-Mobile board of directors changes or withdraws theT-Mobile board recommendation.

Change of Recommendation of the Sprint Board of Directors

Sprint has agreed to include the recommendation of the Sprint board of directors to Sprint stockholders in favor of the adoption of the business combination agreement (which we refer to as the “Sprint board recommendation”) in this joint consent solicitation statement/prospectus, subject to the fiduciary duties of the Sprint board of directors under applicable law.

Notwithstanding the foregoing, prior to obtaining the Sprint stockholder approval, the Sprint board of directors is permitted to (1) disclose to Sprint stockholders a position contemplated by Rules14d-9 and14e-2(a) under the Exchange Act or issue a “stop, look and listen” statement to Sprint stockholders pursuant to Rule14d-9(f) under the Exchange Act, (2) make any disclosure to Sprint stockholders and (3) change or withdraw the Sprint board recommendation, but, in the case of (2) or (3), solely to the extent any such disclosure, change or withdrawal is required for the Sprint board of directors to carry out its fiduciary duties under applicable law. However, in no event will any such disclosure, change or withdrawal (x) affect the validity and enforceability of the business combination agreement or the SoftBank support agreement, including the applicable parties’ obligations to complete the transactions contemplated by the business combination agreement or deliver (or cause to be delivered) the SoftBank written consent or (y) cause any state corporate takeover statute or other similar statute to be applicable to the merger transactions or the other transactions contemplated by the business combination agreement. Therefore, Starburst and Galaxy will be required to deliver the SoftBank written consent, which will constitute the Sprint stockholder approval, even if the Sprint board of directors changes or withdraws the Sprint board recommendation.

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No Stockholder Meetings

The business combination agreement provides thatT-Mobile and Sprint will seek theT-Mobile stockholder approval and the Sprint stockholder approval, respectively, pursuant to this joint consent solicitation statement/prospectus, and neitherT-Mobile nor Sprint will call or convene any meeting of its stockholders in connection with theT-Mobile stockholder approval or the Sprint stockholder approval, respectively. See “Solicitation ofT-Mobile Written Consents” and “Solicitation of Sprint Written Consents.”

Employment and Benefits Matters

For 18 months following the effective time,T-Mobile will provide to each employee of Sprint or its subsidiaries: (a) base compensation that is no less favorable to such Sprint employee than the base compensation provided to such Sprint employee immediately prior to the effective time, (b) short-term compensation opportunities, equity compensation and commission opportunities that are no less favorable in the aggregate than those in effect immediately prior to the effective time and (c) other benefits that are no less favorable in the aggregate than the benefits provided to such employee immediately prior to the effective time or, starting in the year immediately following the year in which the effective time occurs, that are no less favorable in the aggregate than the benefits provided to similarly situated employees ofT-Mobile or its subsidiaries.

During the year in which the effective time occurs, each employee of Sprint or its subsidiaries participating in an annual bonus plan will be eligible to receive a pro rata bonus, based on the greater of (x) target-level performance and (y) actual performance through the latest practicable date prior to the effective time (as determined by the compensation committee of Sprint’s board of directors or such other applicable committee and annualized through the end of the quarter in which the effective time occurs). Such pro rata bonus is payable following the end of Sprint’s fiscal year in which the effective time occurs, subject to the applicable employee’s continued employment withT-Mobile, Sprint or any of their respective affiliates through the end of such fiscal year or, if earlier, following such employee’s severance-eligible termination of employment (with such payment subject to the execution andnon-revocation of a general release of claims in a form customarily used byT-Mobile, Sprint or their respective affiliates for similarly situated employees, if requested byT-Mobile, Sprint or any of their affiliates).

In terms of severance, the business combination agreement provides thatT-Mobile will provide each employee of Sprint or its subsidiaries whose employment is terminated byT-Mobile on or within 18 months following the effective time with severance payments and severance benefits that are no less favorable than the greater of (i) the severance payments and severance benefits that were provided to such employee immediately prior to the effective time and (ii) the severance payments and severance benefits that are provided to similarly situated employees ofT-Mobile and its affiliates from time to time.

Furthermore, the business combination agreement provides certain other employment and benefits covenants in respect to service credits for employees taking into consideration years of service, as well as covenants in respect to third-party beneficiary rights.

Financing Matters

The business combination agreement provides thatT-Mobile will, in reasonable consultation with Sprint and in a reasonable manner, direct and control all decisions, communications and discussions relating to any financing transactions entered into byT-Mobile or Sprint prior to the effective time, including (i) the raising of new financing by Sprint,T-Mobile and/or their respective subsidiaries, (ii) the refinancing of existing indebtedness by Sprint,T-Mobile and/or their respective subsidiaries, (iii) the repayment or retirement of existing indebtedness of Sprint,T-Mobile and/or their respective subsidiaries, (iv) tendering or exchanging (or offering to tender or exchange) existing indebtedness of Sprint,T-Mobile and/or their respective subsidiaries, and/or (v) entering into amendments or modifications or obtaining consents or waivers (including waivers of change of

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control provisions) in relation to agreements governing existing indebtedness or other financing arrangements of Sprint,T-Mobile and/or their respective subsidiaries (each of which we refer to as a“pre-merger financing transaction”).

The business combination agreement requires Sprint, in consultation withT-Mobile, to conduct change of control consent solicitations with respect to (i) all senior notes issued by Sprint and (ii) the 11.500% Senior Notes due 2021, the 7.000% Senior Notes due 2020 and the 6.000% Senior Notes due 2022, each issued by Sprint Communications, Inc., which consent solicitations have been completed.

Furthermore, the business combination agreement requires Sprint, upon the request ofT-Mobile on reasonable notice, to use its reasonable best efforts to obtain (and requiresT-Mobile to use its reasonable best efforts to assist in obtaining) the necessary consents with respect to the Series2016-1 3.360% Senior Secured Notes, Series2018-1 4.738% Senior Secured Notes, and Series2018-1 5.152% Senior Secured Notes issued by Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC and Sprint Spectrum Co III LLC (which we refer to collectively as the “Sprint spectrum notes”) on terms reasonably determined byT-Mobile in consultation with Sprint, such that(1) T-Mobile and Deutsche Telekom and their affiliates will constitute “permitted holders” thereunder and (2) the merger transactions will not constitute a “change of control” thereunder. Such consents have been obtained, and in June 2018 the documentation relating to the Sprint spectrum notes was amended to, among other things, reflect the consents described in (1) and (2) above, and provide that the credit agreement contemplated by the amended and restated commitment letter thatT-Mobile expects to enter into in connection with the closing of the merger transactions will be a “replacement credit agreement” as defined in such documentation and, in accordance with such documentation, any entity which is an obligor of such credit agreement (which entities are expected to includeT-Mobile,T-Mobile USA and its domestic wholly owned restricted subsidiaries (subject to certain exceptions)) will also guarantee Sprint Communications Inc.’s lease payment obligations under the a30-year intra-company lease agreement entered into by Sprint Communications Inc. in connection with the spectrum notes.

In addition, in connection with the merger transactions, Sprint conducted a consent solicitation to approve certain amendments to the governing documents of the 6.875% Senior Notes due 2028 and the 8.750% Senior Notes due 2032, each issued by Sprint Capital Corporation, which consent solicitation has been completed.

Each ofT-Mobile and Sprint will, and will cause its officers and employees, its subsidiaries and the officers and employees of its subsidiaries to, and will use reasonable best efforts to cause its representatives to, provide all reasonable cooperation in completing anypre-merger financing transaction (and, in particular, each ofT-Mobile and Sprint agrees to use reasonable best efforts to complete and obtain the financing contemplated by the amended and restated commitment letter in amounts reasonably necessary to effect the merger and the other transactions contemplated by the business combination agreement).

Pursuant to the business combination agreement,T-Mobile has agreed to indemnify and hold harmless Sprint from certain losses, damages, claims, and costs or expenses suffered or incurred in connection with anypre-merger financing transaction which are attributable to certain information provided byT-Mobile or its affiliates in connection therewith or to the gross negligence, willful misconduct or bad faith ofT-Mobile or its affiliates. Additionally, pursuant to the business combination agreement, Sprint has agreed to indemnify and hold harmlessT-Mobile from certain losses, damages, claims, and costs or expenses suffered or incurred in connection with anypre-merger financing transaction which are attributable to certain information provided by Sprint or its affiliates in connection therewith or to the gross negligence, willful misconduct or bad faith of Sprint or its affiliates.

T-Mobile will bear 67%, and Sprint will bear 33%, of theout-of-pocket fees, costs, penalties, premiums and expenses incurred in connection with anypre-merger financing transaction, and any interest on or prepayment penalties with respect to anypre-funded indebtedness (including indebtedness funded into escrow) incurred as part of anypre-merger financing transaction, including any costs and expenses incurred prior to the date of the business combination agreement (subject to disclosures in the Sprint disclosure letter).

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The business combination agreement provides thatT-Mobile and Sprint will each use their reasonable best efforts to (i) secure the specified minimum credit ratings for the combined company described under “—Conditions to the Completion of the Merger Transactions” and (ii) obtain the financing necessary to complete the transactions contemplated by the business combination agreement.

Pursuant to the business combination agreement,T-Mobile has agreed that, upon completion of the merger,T-Mobile will, and will causeT-Mobile USA to, guarantee each existing series of unsecured notes of Sprint, Sprint Communications Inc., and Sprint Capital Corporation.

Litigation Relating to the Transaction

The business combination agreement requires each ofT-Mobile and Sprint to promptly advise the other party of any litigation commenced against it or any of its directors or officers by any of its stockholders relating to the business combination agreement or the transactions contemplated thereby (which we refer to as “stockholder litigation”), and to keep the other party reasonably informed regarding any such stockholder litigation. In addition, each ofT-Mobile or Sprint must give the other party the opportunity to participate in the defense or settlement of any stockholder litigation and no settlement may be offered or agreed to by it without the other party’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed).

Termination of Certain Agreements

The business combination agreement provides that, from and after the date of the business combination agreement and prior to the effective time, the parties will reasonably cooperate in order to mutually agree on the continuation or termination as of the effective time of certain agreements or other arrangements between or among SoftBank or any of its affiliates (other than Sprint and its subsidiaries), on the one hand, and Sprint or any of its subsidiaries, on the other hand, and between or among Deutsche Telekom or any of its affiliates (other thanT-Mobile and its subsidiaries), on the one hand, andT-Mobile or any of its subsidiaries, on the other hand, and will take all actions as may be reasonably necessary or appropriate in order to effect such mutual agreement. The business combination agreement further provides that, from and after the effective time through thesix-month anniversary thereof, each of SoftBank and Deutsche Telekom will, and will cause its affiliates to, take all actions as may be reasonably necessary or appropriate in order to terminate any contracts or other arrangements between or among SoftBank or any of its affiliates, or Deutsche Telekom or any of its affiliates, as applicable (in each case other thanT-Mobile and its subsidiaries), on the one hand, andT-Mobile or any of its subsidiaries (including Sprint or any of its subsidiaries), on the other hand, other than those set forth on the applicable disclosure letter, promptly following notice fromT-Mobile to SoftBank or Deutsche Telekom, as applicable, that it has elected to terminate such contract or other arrangement.

Certain Additional Covenants

The business combination agreement also contains additional covenants, including, among others, covenants relating to the filing of this joint consent solicitation statement/prospectus, access to information of the other company, compliance with applicable FCC and Federal Aviation Administration rules and maintenance of communications licenses, communications with business counterparties and public announcements with respect to the merger, exemptions from takeover laws,Rule 16b-3 exemptions, the delisting of Sprint common stock and the listing of the shares ofT-Mobile common stock issued in connection with the merger transactions, certain tax matters and FCC auction procedures.

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Conditions to the Completion of the Merger Transactions


	Summary of Condition	Ability to waive condition
Stockholder Approvals	Each of the T-Mobile stockholder approval and the Sprint merger approval has been obtained.	Not waivable byT-Mobile or Sprint

Required Regulatory Consents	(1) The waiting period (and any extension thereof) applicable to the merger transactions under the HSR Act has been terminated or has expired and (2) all consents required to be obtained from the FCC in connection with the transactions contemplated by the business combination agreement have been granted by the FCC.	Not waivable byT-Mobile or Sprint

Other Governmental Consents	(1) All consents required to be obtained from any PUCs or similar state and foreign regulatory bodies in connection with the transactions contemplated by the business combination agreement have been obtained, (2) CFIUS has completed its review and, where applicable, investigation under Section 721 without unresolved national security concerns with respect to the transactions contemplated by the business combination agreement, and (3) DSS has approved a plan to operate pursuant to a FOCI mitigation agreement those NISPOM covered activities of T-Mobile, Sprint and their respective subsidiaries that DSS determines are necessary to be operated pursuant to such an agreement, or has accepted a commitment from the parties to implement such FOCI mitigation agreement following the closing.	Waivable by agreement ofT-Mobile and Sprint

No Injunctions or Restraints	No court or other governmental entity of competent jurisdiction has entered, enacted, promulgated, enforced or issued any law, order or injunction (whether temporary, preliminary or permanent) preventing the completion of the merger (which we refer to as a “restraint”).	Not waivable byT-Mobile or Sprint

Form S-4	The registration statement on Form S-4 of which this joint consent solicitation statement/ prospectus forms a part has become effective in accordance with the provisions of the Securities Act prior to the mailing of this joint consent solicitation statement/prospectus by each of T-Mobile and Sprint to their respective stockholders, and no stop order or proceeding seeking a stop order has been threatened or initiated by the SEC.	Not waivable byT-Mobile or Sprint

NASDAQ Listing	The shares of T-Mobile common stock to be issued in the merger transactions have been approved for listing on NASDAQ, subject to official notice of issuance.	Waivable by agreement ofT-Mobile and Sprint

Ratings	On the closing date, T-Mobile USA, taking into account and after giving effect to the merger and the other transactions contemplated by and relating to the business combination	Waivable by agreement ofT-Mobile and Sprint

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Summary of Condition

Ability to waive

condition

agreement, has at least two of the following three credit ratings (which we refer to as the “specified minimum credit ratings”): (1) a corporate family rating (CFR) of at least “Ba2” from Moody’s Investors Services, Inc. (which we refer to as “Moody’s”), (2) a long-term issuer credit rating of at least “BB” from Standard & Poor’s Financial Services LLC (which we refer to as “S&P”) and (3) a long-term issuer credit rating of at least “BB” from Fitch, Inc. (which we refer to as “Fitch”) (providedthat the ratings condition described in this section will be deemed satisfied if, on the closing date (or, if earlier, upon the date of issuance byT-Mobile USA of debt securities in an amount sufficient to replace in full the commitments under the bridge facilities in the amended and restated commitment letter), T-Mobile USA, taking into account and after giving effect to the merger and the other transactions contemplated by and relating to the business combination agreement, has at least two of the following three public credit ratings on not less than $45 billion of secured debt: (a) a secured tranche rating of at least “Baa3” from Moody’s, (b) a secured tranche rating of at least “BBB-” from S&P, and (c) a secured tranche rating at least “BBB-” from Fitch). No party may rely on the failure of the ratings condition described in this section to be satisfied if such failure was principally caused by such party’s material breach of any material provision of the business combination agreement or such party’s failure to act in good faith.

Under the business combination agreement, the respective obligations of T-Mobile, Merger Sub, Merger Company and the Deutsche Telekom Parties to effect the merger transactions are also subject to the satisfaction or, to the extent permitted by applicable law, waiver of the following additional conditions:

Summary of Condition

Ability to waive

condition

Representations and Warranties

(1) The representations and warranties of Sprint regarding due organization and good standing, corporate authority, absence of stockholder agreements and similar agreements to which Sprint is a party, requisite vote of stockholders, related party agreements, brokers and absence of anti-takeover statutes or provisions (without giving effect to any qualification as to materiality or material adverse effect, or any provision relating to preventing or materially delaying the completion of the transactions contemplated by the business combination agreement, contained therein) are true and correct in all material respects as of the closing date as though made on the closing date (except to the extent such representations and warranties expressly relate to a specific date or the date of the business combination agreement, in which case such representations and warranties are true and correct in all material respects as of such date), (2) the representations and warranties of Sprint regarding authorized capital stock are true and correct as of the closing date as though made on the closing date (except to the extent such representations and warranties expressly relate to a specific

Waivable byT-Mobile

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	Summary of Condition	Ability to waive condition
	date, in which case such representations and warranties are true and correct as of such date), except for anyde minimis inaccuracies, (3) the representation and warranty of Sprint regarding the absence of a material adverse effect since December 31, 2017 is true and correct as of the closing date as though made on the closing date, (4) the representations and warranties of Sprint contained in the business combination agreement (other than those set forth in the preceding clauses (1), (2) and (3)) (without giving effect to any qualification as to materiality or material adverse effect, or any provision relating to preventing or materially delaying the completion of the transactions contemplated by the business combination agreement, contained therein) are true and correct as of the closing date as though made on the closing date (except to the extent such representations and warranties expressly relate to a specific date or the date of the business combination agreement, in which case such representations and warranties are true and correct as of such date), except where the failure to be so true and correct, individually or in the aggregate, does not have and would not reasonably be expected to have a material adverse effect on Sprint and (5) the representations and warranties of the SoftBank Parties (without giving effect to any qualification as to materiality or material adverse effect, or any provision relating to preventing or materially delaying the completion of the transactions contemplated by the business combination agreement, contained therein) are true and correct in all material respects as of the closing date as though made on the closing date (except to the extent such representations and warranties expressly relate to a specific date or the date of the business combination agreement, in which case such representations and warranties are true and correct in all material respects as of such date). However, the accuracy of the representations and warranties of the SoftBank US HoldCos are only a condition to the obligations of T-Mobile, Merger Sub, Merger Company and Deutsche Telekom to effect the HoldCo mergers.

Performance of Obligations	Each of Sprint and the SoftBank Parties has performed in all material respects all obligations required to be performed by it under the business combination agreement at or prior to the closing date.	Waivable byT-Mobile

Officer’s Certificate	T-Mobile has received an officer’s certificate duly executed by the chief executive officer or the chief financial officer of Sprint to the effect that the conditions in the preceding two bullet points are satisfied.	Waivable byT-Mobile

Other Agreements	SoftBank has duly executed and delivered (1) the amended and restated stockholders’ agreement and (2) the proxy agreement.	Waivable byT-Mobile

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Summary of Condition

Ability to waive

condition

Tax Opinion

If the HoldCo mergers are to be completed, T-Mobile has received a written opinion of Wachtell, Lipton, Rosen & Katz (or in certain circumstances, other counsel selected by T-Mobile), in form and substance reasonably satisfactory to T-Mobile, dated as of the closing date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, each of the HoldCo mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Waivable byT-Mobile

Summary of Condition

Ability to waive

condition

Representations and Warranties

(1) The representations and warranties of T-Mobile, Merger Sub and Merger Company regarding due organization and good standing, corporate authority, absence of stockholder agreements and similar agreements to which T-Mobile is a party, requisite vote of stockholders, related party agreements and brokers (without giving effect to any qualification as to materiality or material adverse effect, or any provision relating to preventing or materially delaying the completion of the transactions contemplated by the business combination agreement, contained therein) are true and correct in all material respects as of the closing date as though made on the closing date (except to the extent such representations and warranties expressly relate to a specific date or the date of the business combination agreement, in which case such representations and warranties are true and correct in all material respects as of such date), (2) the representations and warranties of T-Mobile, Merger Sub and Merger Company regarding authorized capital stock are true and correct as of the closing date as though made on the closing date (except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties are true and correct as of such date), except for anyde minimis inaccuracies, (3) the representation and warranty of T-Mobile, Merger Sub and Merger Company regarding the absence of a material adverse effect since December 31, 2017 is true and correct as of the closing date as though made on the closing date, (4) the representations and warranties of T-Mobile, Merger Sub and Merger Company contained in the business combination agreement (other than those set forth in the preceding clauses (1), (2) and (3)) (without giving effect to any qualification as to materiality or material adverse effect, or any provision relating to preventing or materially delaying the completion of the transactions contemplated by the business combination agreement, contained therein) are true and correct as of the closing date as though made on the closing date (except to the

Waivable by Sprint

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	Summary of Condition	Ability to waive condition
	extent such representations and warranties expressly relate to a specific date or the date of the business combination agreement, in which case such representations and warranties are true and correct as of such date), except where the failure to be so true and correct, individually or in the aggregate, does not have and would not reasonably be expected to have a material adverse effect on T-Mobile, and (5) the representations and warranties of the Deutsche Telekom Parties (without giving effect to any qualification as to materiality or material adverse effect, or any provision relating to preventing or materially delaying the completion of the transactions contemplated by the business combination agreement, contained therein) are true and correct in all material respects as of the closing date as though made on the closing date (except to the extent such representations and warranties expressly relate to a specific date or the date of the business combination agreement, in which case such representations and warranties are true and correct in all material respects as of such date).

Performance of Obligations	Each of T-Mobile, Merger Sub, Merger Company and the Deutsche Telekom Parties has performed in all material respects all obligations required to be performed by it under the business combination agreement at or prior to the closing date.	Waivable by Sprint

Officer’s Certificate	Sprint has received an officer’s certificate duly executed by the chief executive officer or the chief financial officer of T-Mobile to the effect that the conditions in the preceding two bullet points are satisfied.	Waivable by Sprint

Other Agreements	T-Mobile and Deutsche Telekom have duly executed and delivered (as applicable) (1) the amended and restated stockholders’ agreement, (2) the proxy agreement and (3) the license agreement amendment.	Waivable by Sprint

Tax Opinion	If the HoldCo mergers are to be completed, Sprint has received a written opinion of Morrison & Foerster LLP, in form and substance reasonably satisfactory to Sprint (and, with respect to the opinion in (2), T-Mobile), dated as of the closing date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (1) each of the HoldCo mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (2) the merger (or the merger and the HoldCo mergers, taken together) will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.	Waivable by Sprint with the consent of the SoftBank Parties

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Termination of the Business Combination Agreement; Payment Amount

Termination of the Business Combination Agreement

The business combination agreement may be terminated at any time prior to the HoldCo mergers effective time as follows:

•

by mutual written consent ofT-Mobile and Sprint;

•

by eitherT-Mobile or Sprint, if the merger transactions have not been completed by April 29, 2019, or, if the marketing period has started and is in effect at such date, then the second business day following the end of the marketing period (but in no event will such date be later than the 22nd business day following April 29, 2019) (which we refer to as the “outside date”) (provided that, if the closing has not occurred by April 29, 2019, but on that date, all of the conditions to the completion of the merger transactions have been satisfied or waived (other than the conditions regarding required regulatory and other governmental consents and the absence of restraints and those conditions that by their terms are to be satisfied at the closing, provided they would be satisfied if the closing were to occur on such date), then eitherT-Mobile or Sprint may elect to extend the outside date to July 29, 2019, or, if the marketing period has started and is in effect at such date, then the second business day following the end of the marketing period (but in no event will such date be later than the 22nd business day following July 29, 2019);provided,further, that, if after such extension, the closing has not occurred by July 29, 2019, but on that date, all of the conditions to the completion of the merger transactions have been satisfied or waived (other than the conditions regarding required regulatory and other governmental consents and the absence of restraints and those conditions that by their terms are to be satisfied at the closing, provided they would be satisfied if the closing were to occur on such date), then eitherT-Mobile or Sprint may elect to extend the outside date to October 29, 2019, or, if the marketing period has started and is in effect at such date, then the second business day following the end of the marketing period (but in no event will such date be later than the 22nd business day following October 29, 2019)). However, the business combination agreement may not be so terminated by Sprint, if Sprint’s or any SoftBank Party’s, orT-Mobile, ifT-Mobile’s or any Deutsche Telekom Party’s, material breach of its obligations under the business combination agreement, the SoftBank support agreement or the Deutsche Telekom support agreement, as applicable, has been the principal cause of, or principally resulted in, the failure of the merger to be completed by such time;

•

by eitherT-Mobile or Sprint, if (1) any restraint is in effect and has become final and nonappealable or (2) any authorization or consent from a governmental entity that must be obtained to satisfy the conditions regarding required regulatory and other governmental consents (a) has been denied and such denial has become final and nonappealable or (b) requires as a final and nonappealable condition to such authorization or consent that Sprint,T-Mobile, SoftBank or Deutsche Telekom take any action that would or would reasonably be expected to result in a regulatory material adverse condition. However, the business combination agreement may not be so terminated by Sprint, if Sprint’s or any SoftBank Party’s, orT-Mobile, ifT-Mobile’s or any Deutsche Telekom Party’s, material breach of its obligations under the provisions of the business combination agreement described under “—Covenants and Agreements—Reasonable Best Efforts; Regulatory Filings and Other Actions” has been the principal cause of, or principally resulted in, such restraint or denial;

•

byT-Mobile, if Sprint has breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in the business combination agreement, which breach or failure to perform would result in the conditions to the other parties’ obligation to complete the merger transactions not being satisfied (and such breach is incapable of being cured by Sprint or is not cured within 60 days of written notice thereof). However, the business combination agreement may not be terminated byT-Mobile under this bullet point ifT-Mobile is then in material breach of any representation, warranty, covenant or other agreement contained in the business combination agreement;

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•

by Sprint, ifT-Mobile has breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in the business combination agreement, which breach or failure to perform would result in the conditions to the other parties’ obligation to complete the merger transactions not being satisfied (and such breach is incapable of being cured byT-Mobile or is not cured within 60 days of written notice thereof). However, the business combination agreement may not be terminated by Sprint under this bullet point if Sprint is then in material breach of any representation, warranty, covenant or other agreement contained in the business combination agreement;

•

byT-Mobile, if any of the SoftBank Parties or SoftBank UK fails to execute and deliver toT-Mobile the SoftBank support agreement within one business day following the execution of the business combination agreement; and

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by Sprint, if either Deutsche Telekom Party fails to execute and deliver to Sprint the Deutsche Telekom support agreement within one business day following the execution of the business combination agreement.

Subsequent to the execution of the business combination agreement, the SoftBank Parties and SoftBank UK executed and delivered toT-Mobile the SoftBank support agreement, and the Deutsche Telekom Parties executed and delivered to Sprint the Deutsche Telekom support agreement, in each case within one business day following the execution of the business combination agreement.

Payment Amount

The business combination agreement requiresT-Mobile to pay Sprint an amount equal to $600 million (which we refer to as the “payment amount”) if all of the following occur:

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T-Mobile terminates the business combination agreement because the merger transactions have not been completed by the outside date;

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at the time of such termination, all of the conditions to the respective obligations of each party to effect the merger transactions have been satisfied or waived, except for the condition related to the specified minimum credit ratings, and all of the conditions to the obligations ofT-Mobile, Merger Sub, Merger Company and the Deutsche Telekom Parties to effect the merger transactions would be satisfied at the time of such termination if the closing were held at such time; and

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Sprint has provided a written certification toT-Mobile that it is ready, willing and able to complete the merger on the date required by the business combination agreement at the time of such termination.

Notwithstanding the foregoing,T-Mobile will have no obligation to pay the payment amount if:

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on the date of the termination of the business combination agreement pursuant to the bullet points above, Sprint does not have the following three credit ratings: (A) a corporate family rating (CFR) of at least “B2” from Moody’s, (B) a long-term issuer credit rating of at least “B” from S&P, and (C) a long-term issuer credit rating of at least “B+” from Fitch (unless Sprint does not have any such credit rating due to a change in credit ratings or credit outlook generally affecting the industry in which Sprint operates); or

•

Sprint or any of the SoftBank Parties has breached in any material respect any of its representations, warranties, covenants or agreements set forth in the business combination agreement and such breach has impacted any of the credit ratings described in the bullet point above or the ability ofT-Mobile to obtain the specified minimum credit ratings.

Limitation on Remedies

In the event of the termination of the business combination agreement pursuant to the provisions described under “—Termination of the Business Combination Agreement; Payment Amount,” there will be no liability or

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obligation on the part of any party to the business combination agreement (or any of its directors, officers, employees or representatives). However, no such termination will relieve(i) T-Mobile from its obligation to pay the payment amount described under “—Termination of the Business Combination Agreement; Payment Amount—Payment Amount” or (ii) any party from liability for fraud or any willful breach of the business combination agreement, the confidentiality agreement or any other agreement contemplated by the business combination agreement and delivered in connection therewith prior to such termination.

In the event that the payment amount is paid to Sprint, the payment of the payment amount will be the sole and exclusive remedy of Sprint, the SoftBank Parties and their respective subsidiaries, stockholders, affiliates, officers, directors, employees and representatives againstT-Mobile, Merger Sub, Merger Company, Deutsche Telekom, their respective affiliates and their and their respective affiliates’ stockholders, officers, directors, employees and representatives, for any loss suffered as a result of the failure of the merger transactions to be completed or the termination of, any liabilities or obligations arising under or any claims or actions arising out of or relating to, the business combination agreement.

Fees and Expenses

Except as otherwise expressly provided in the business combination agreement, all fees and expenses incurred in connection with the merger transactions, the business combination agreement and the other transactions contemplated by the business combination agreement will be paid by the party incurring such fees or expenses, whether or not the merger transactions are completed, except that:

•

T-Mobile will pay 67%, and Sprint will pay 33%, of the HSR and FCC filing fees; and

•

Indemnification of Directors and Officers; Directors’ and Officers’ Insurance

The parties to the business combination agreement have agreed that, from and after the effective time, the surviving corporation will, andT-Mobile will cause the surviving corporation to, indemnify and hold harmless each individual who is or was, or who becomes prior to the effective time, a director or officer of Sprint or any of its subsidiaries orT-Mobile, or who is as of the date of the business combination agreement, or thereafter commences prior to the effective time, serving at the request of Sprint or any of its subsidiaries as a director, officer or employee of another person (which individuals we refer to collectively as the “indemnified parties”), for acts or omissions occurring prior to the effective time to the same extent as such indemnified parties are indemnified as of the date of the business combination agreement pursuant to the Sprint certificate of incorporation, the bylaws of Sprint, the governing organizational documents of any subsidiary of Sprint, theT-Mobile certificate of incorporation, the bylaws ofT-Mobile and any indemnification agreements in existence as of the date of the business combination agreement.

In addition, for a period of six years from and after the effective time,T-Mobile will either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Sprint orT-Mobile, as applicable, or any of their respective subsidiaries or provide substitute policies for not less than the existing coverage and with other terms not less favorable to the insured

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persons with respect to claims arising from facts or events that occurred prior to the effective time. However,T-Mobile will not be required to pay with respect to such policies in respect of any one policy year more than 300% of the last annual premium paid prior to the date of the business combination agreement. Notwithstanding the foregoing, Sprint orT-Mobile, as applicable, may at or prior to the effective time substitute for such policy asix-year “tail” policy under its existing policy, as long as the amount paid for such tail policy does not exceed 300% of the last annual premium paid prior to the date of the business combination agreement.

Certain Indemnification Obligations of SoftBank

SoftBank has agreed that, from and after the HoldCo mergers effective time, SoftBank will indemnify Deutsche Telekom,T-Mobile, their respective affiliates and each of their and their respective affiliates’ representatives, successors and assigns (each of which we refer to as a“T-Mobile indemnitee”) against any losses incurred or suffered by any suchT-Mobile indemnitee arising out of, attributable to or resulting from (1) any breach of, or inaccuracy in, any of the representations or warranties of the SoftBank US HoldCos contained in the business combination agreement or any tax certificate delivered by them pursuant thereto, (2) any breach or nonfulfillment of any of the covenants or agreements made or to be performed by either SoftBank US HoldCo pursuant to the business combination agreement, (3) any breach of a covenant or agreement made or to be performed by SoftBank or any of its representatives or affiliates pursuant to the provision of the business combination agreement addressing procedural requirements of the indemnity described in this paragraph, (4) any and all assets of either SoftBank US HoldCo, other than the Sprint common stock held by them, and (5) any and all liabilities of either SoftBank US HoldCo, other than with respect to the tax matters described in the next paragraph.

SoftBank has agreed that, from and after the HoldCo mergers effective time, SoftBank will indemnify eachT-Mobile indemnitee from any and all losses for or in connection with certain tax matters, including from (1) taxes imposed on or payable by either of the SoftBank US HoldCos or the SoftBank surviving entity for anypre-closing tax period, (2) taxes arising from the failure of any of the HoldCo mergers to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, except to the extent such failure is exclusively attributable to a breach byT-Mobile of any of the covenants contained in the tax certificates delivered byT-Mobile pursuant to the business combination agreement, (3) any taxes of aT-Mobile indemnitee that would not have arisen but for the HoldCo mergers and (4) certain other tax matters.

Amendment and Waiver

Subject to applicable law, the parties may amend the business combination agreement by written agreement, duly approved by the parties’ respective boards of directors (or comparable governing body) or a duly authorized committee thereof, at any time either before or after theT-Mobile stockholder approval or the Sprint stockholder approval is obtained. However, after such approval, no amendment may be made, which by law requires further approval byT-Mobile or Sprint stockholders, unless such further approval is obtained.

Prior to the effective time, the parties may, to the extent permitted by applicable law and except as otherwise set forth in the business combination agreement:

•

extend the time for the performance of any of the obligations or other acts of the other parties;

•

waive any inaccuracies in the representations and warranties of the other parties contained in the business combination agreement or in any document delivered pursuant thereto;

•

waive compliance by the other party with any of the agreements or conditions contained in the business combination agreement; or

•

waive the satisfaction of any of the conditions contained in the business combination agreement.

Any agreement by a party to such extension or waiver must be in writing and signed on behalf of the applicable party.

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Governing Law

The business combination agreement is governed by the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the law of any other jurisdiction.

Assignment

The business combination agreement may not be assigned by any party without the prior written consent of the other parties. Any purported assignment for which written consent has not been obtained will be void.

Specific Performance

The parties to the business combination agreement have agreed that irreparable damage would occur if any provisions of the business combination agreement are not performed in accordance with their specific terms or are otherwise breached, and that monetary damages would not be an adequate remedy for such defective performance or other breach. Accordingly, in addition to any other remedy to which they are entitled at law or in equity, the parties are entitled to an injunction or injunctions to prevent breaches of the business combination agreement and to enforce specifically the terms and provisions of the business combination agreement, without proof of actual damages (and with no requirement for the securing or posting of a bond in connection with any such remedy). The parties have further agreed not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, or to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.

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SUPPORT AGREEMENTS

The following describes the material provisions of the Deutsche Telekom support agreement and the SoftBank support agreement. The description in this section and elsewhere in this joint consent solicitation statement/prospectus is qualified in its entirety by reference to the Deutsche Telekom support agreement and the SoftBank support agreement, which are attached as Annex B and Annex C, respectively, to this joint consent solicitation statement/prospectus. This summary does not purport to be complete and may not contain all of the information that is important to you. We encourage you to read the Deutsche Telekom support agreement and the SoftBank support agreement carefully and in their entirety.

Deutsche Telekom Support Agreement

Subsequent to the execution of the business combination agreement, Deutsche Telekom, Deutsche Telekom Holding, Sprint and SoftBank entered into the Deutsche Telekom support agreement. Pursuant to the Deutsche Telekom support agreement, Deutsche Telekom Holding has agreed to execute and deliver a written consent approving theT-Mobile charter amendment and theT-Mobile share issuance with respect to all of its shares ofT-Mobile common stock entitled to consent thereto promptly (and in any event within two business days) following receipt of this joint consent solicitation statement/prospectus as declared effective by the SEC. Deutsche Telekom Holding has also agreed that, from the date of the Deutsche Telekom support agreement until the earliest to occur of the effective time and the termination of the business combination agreement, it will vote or cause to be voted (including by written consent) all of its shares ofT-Mobile common stock against (a) any alternative transaction with respect toT-Mobile and (b) any other action, agreement or transaction involvingT-Mobile that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the completion of the merger or the other transactions contemplated by the business combination agreement. Under the Deutsche Telekom support agreement, Deutsche Telekom Holding will be required to deliver the Deutsche Telekom written consent even if theT-Mobile board of directors changes or withdraws theT-Mobile board recommendation. Any action of Deutsche Telekom Holding in contravention of the foregoing will be null and void.

The Deutsche Telekom support agreement contains customary provisions restricting Deutsche Telekom from transferring its shares ofT-Mobile common stock during the pendency of the merger transactions, subject to limited exceptions.

Deutsche Telekom was the beneficial holder of approximately 63% of the outstanding shares ofT-Mobile common stock as of April 25, 2018, prior to entry into the Deutsche Telekom support agreement, and is the beneficial holder of approximately 63.5% of the outstanding shares ofT-Mobile common stock as of theT-Mobile record date. Because Deutsche Telekom Holding is the beneficial holder of a majority of theT-Mobile common stock outstanding as of theT-Mobile record date, the delivery of the Deutsche Telekom written consent will constitute receipt byT-Mobile of theT-Mobile stockholder approval.

SoftBank Support Agreement

Subsequent to the execution of the business combination agreement, SoftBank, SoftBank UK, Starburst, Galaxy,T-Mobile and Deutsche Telekom entered into the SoftBank support agreement. Pursuant to the SoftBank support agreement, each of Starburst, Galaxy and SoftBank UK has agreed to execute and deliver a written consent approving the adoption of the business combination agreement with respect to all of its shares of Sprint common stock (in the case of Starburst and Galaxy) or Starburst common stock and Galaxy common stock (in the case of SoftBank UK) entitled to consent thereto promptly (and in any event within two business days) following its receipt of this joint consent solicitation statement/prospectus as declared effective by the SEC. Each of Starburst, Galaxy and SoftBank UK has also agreed that, from the date of the SoftBank support agreement until the earliest to occur of the effective time and the termination of the business combination agreement, it will vote or cause to be voted (including by written consent) all of its shares of Sprint common stock (in the case of

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Starburst and Galaxy) or Starburst common stock and Galaxy common stock (in the case of SoftBank UK) against (a) any alternative transaction with respect to Sprint or (b) any other action, agreement or transaction involving Sprint that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the completion of the merger or the other transactions contemplated by the business combination agreement. Under the SoftBank support agreement, Starburst and Galaxy will be required to deliver the SoftBank written consent even if the Sprint board of directors changes or withdraws the Sprint board recommendation. Any action of Starburst, Galaxy or SoftBank UK in contravention of the foregoing will be null and void.

The SoftBank support agreement contains customary provisions restricting each of Starburst, Galaxy and SoftBank UK from transferring its shares of Sprint common stock (in the case of Starburst and Galaxy) or Starburst common stock and Galaxy common stock (in the case of SoftBank UK) during the pendency of the merger transactions, subject to certain limited exceptions.

SoftBank was the beneficial holder of approximately 85% of the outstanding shares of Sprint common stock as of April 25, 2018, prior to entry into the SoftBank support agreement, and is the beneficial holder of approximately 84.5% of the outstanding shares of Sprint common stock as of the Sprint record date. Because SoftBank is the beneficial holder of a majority of the Sprint common stock outstanding as of the Sprint record date, the delivery of the SoftBank written consent will constitute receipt by Sprint of the Sprint stockholder approval.

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STOCKHOLDERS’ AND PROXY AGREEMENTS

Amended and Restated Stockholders’ Agreement

In connection with the closing of the merger transactions,T-Mobile, Deutsche Telekom and SoftBank will enter into an amendment and restatement (which we refer to as the “amended and restated stockholders’ agreement”) of the stockholder’s agreement dated as of April 30, 2013, by and between Deutsche Telekom andT-Mobile, the form of which is attached as Exhibit E to the business combination agreement and Annex F to this joint consent solicitation statement/prospectus and is incorporated by reference herein. The following is a summary of the material provisions of the amended and restated stockholders’ agreement. The summary in this section and elsewhere in this joint consent solicitation statement/prospectus is qualified in its entirety by reference to the amended and restated stockholders’ agreement. This summary does not purport to be complete and may not contain all of the information about the amended and restated stockholders’ agreement that is important to you. We encourage you to read the amended and restated stockholders’ agreement carefully and in its entirety.

Pursuant to the business combination agreement, prior to the closing,T-Mobile, Deutsche Telekom and SoftBank will enter into the amended and restated stockholders’ agreement.

Board Representation

Pursuant to the amended and restated stockholders’ agreement, Deutsche Telekom and SoftBank will have the right to designate a number of individuals (each of which we refer to as a “Deutsche Telekom designee” and a “SoftBank designee,” respectively) to theT-Mobile board of directors and any committees thereof as follows:

•

50% or more aggregate voting percentage / 22.5% or more SoftBank voting percentage. At all times when (1) the sum of the voting percentage (as defined below) of Deutsche Telekom and the voting percentage of SoftBank is 50% or more, (2) any voting security (as defined below) continues to be subject to the proxy (as defined under “—Proxy Agreement”) and (3) the voting percentage of SoftBank is 22.5% or more:

•

theT-Mobile board of directors will consist of 14 directors as follows: (a) nine Deutsche Telekom designees, at least two of whom will be independent directors designated following consultation with SoftBank and the then-serving directors who are not officers, employees or directors of Deutsche Telekom, SoftBank, certain SoftBank affiliated entities or any of their respective controlled affiliates (each of whom we refer to as a“non-affiliated director”) and one of whom will be the chief executive officer of Deutsche Telekom (or, if such person is unable to serve, another person designated by Deutsche Telekom), (b) four SoftBank designees, at least two of whom will be independent directors designated following consultation with Deutsche Telekom and the then-servingnon-affiliated directors (and one of whom will be the “security director” to the extent required by the NSA) and one of whom will be the chief executive officer of SoftBank (or, if such person is unable to serve, another person designated by SoftBank) and (c) the chief executive officer of the combined company;

•

the chief executive officer of Deutsche Telekom (or, if such person is unable to serve, another person designated by Deutsche Telekom) will have the right to be the chairperson of theT-Mobile board of directors;

•

theT-Mobile board of directors will establish a standing committee (which we refer to as the “CEO selection committee”) that has the exclusive right, by a majority vote of the members of such committee, to hire and fire the chief executive officer of the combined company. However, prior to any such firing of the chief executive officer, the CEO selection committee will consult with SoftBank for a period of one month (unless SoftBank concurs with such firing or the chief executive officer is fired for cause). The CEO selection committee will consist of five directors, three of whom will be Deutsche Telekom designees, one of whom will be a SoftBank designee and one of whom will be anon-affiliated director; and

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•

all other committees of theT-Mobile board of directors will be comprised so that the number of Deutsche Telekom designees on such committee is greater than the number of SoftBank designees on such committee, the number of Deutsche Telekom and SoftBank designees on such committee is proportionate to the number of Deutsche Telekom and SoftBank designees on theT-Mobile board of directors and so that there will be at least one SoftBank designee and onenon-affiliated director (or such greater number as may be required by the SEC, NASDAQ or any other exchange on which the securities of the combined company are listed) on each committee. In addition, the chairperson of the nominating and corporate governance committee will be anon-affiliated director and there will be a transaction committee and the chairperson of such committee will be a Deutsche Telekom designee.

•

50% or more aggregate voting percentage / between 15% and 22.5% SoftBank voting percentage.At all times when (1) the sum of the voting percentage of Deutsche Telekom and the voting percentage of SoftBank is 50% or more, (2) any voting security continues to be subject to the proxy and (3) the voting percentage of SoftBank is 15% or more but less than 22.5%:

•

theT-Mobile board of directors will consist of 14 directors as follows: (a) ten Deutsche Telekom designees, at least two of whom will be independent directors designated following consultation with SoftBank and the then-servingnon-affiliated directors and one of whom will be the chief executive officer of Deutsche Telekom (or, if such person is unable to serve, another person designated by Deutsche Telekom), (b) two SoftBank designees, at least one of whom will be an independent director designated following consultation with Deutsche Telekom and the then-servingnon-affiliated directors (and will be the “security director” to the extent required by the NSA), (c) one independent director recommended by the nominating and corporate governance committee for nomination and not designated by Deutsche Telekom or SoftBank and (d) the chief executive officer of the combined company;

•

theT-Mobile board of directors will establish a CEO selection committee that has the exclusive right, by a majority vote of the members of such committee, to hire and fire the chief executive officer of the combined company. However, prior to any such firing of the chief executive officer, the CEO selection committee will consult with SoftBank for a period of one month (unless SoftBank concurs with such firing or the chief executive officer is fired for cause). The CEO selection committee will consist of five directors, three of whom will be Deutsche Telekom designees, one of whom will be a SoftBank designee and one of whom will be anon-affiliated director; and

•

50% or more aggregate voting percentage / between 10% and 15% SoftBank voting percentage.At all times when (1) the sum of the voting percentage of Deutsche Telekom and the voting percentage of

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SoftBank is 50% or more, (2) any voting security continues to be subject to the proxy and (3) the voting percentage of SoftBank is 10% or more but less than 15%:

•

theT-Mobile board of directors will consist of 14 directors as follows: (a) ten Deutsche Telekom designees, at least two of whom will be independent directors designated following consultation with SoftBank and the then-servingnon-affiliated directors and one of whom will be the chief executive officer of Deutsche Telekom (or, if such person is unable to serve, another person designated by Deutsche Telekom), (b) one SoftBank designee, (c) two independent directors recommended by the nominating and corporate governance committee for nomination and not designated by Deutsche Telekom or SoftBank and (d) the chief executive officer of the combined company;

•

theT-Mobile board of directors will establish a CEO selection committee that has the exclusive right, by a majority vote of the members of such committee, to hire and fire the chief executive officer of the combined company. The CEO selection committee will consist of five directors, three of whom will be Deutsche Telekom designees and two of whom will benon-affiliated directors; and

•

all other committees of theT-Mobile board of directors will be comprised so that the number of Deutsche Telekom designees on such committee is greater than the number of SoftBank designees on such committee, and so that there will be at least onenon-affiliated director (or such greater number as may be required by the SEC, NASDAQ or any other exchange on which the securities of the combined company are listed) on each committee. In addition, the chairperson of the nominating and corporate governance committee will be anon-affiliated director and there will be a transaction committee and the chairperson of such committee will be a Deutsche Telekom designee.

•

50% or more aggregate voting percentage / less than 10% SoftBank voting percentage.At all times when (1) the sum of the voting percentage of Deutsche Telekom and the voting percentage of SoftBank is 50% or more, (2) any voting security continues to be subject to the proxy and (3) the voting percentage of SoftBank is less than 10%:

•

theT-Mobile board of directors will consist of 14 directors as follows: (a) ten Deutsche Telekom designees, at least two of whom will be independent directors designated following consultation with SoftBank and the then-servingnon-affiliated directors and one of whom will be the chief executive officer of Deutsche Telekom (or, if such person is unable to serve, another person designated by Deutsche Telekom), (b) three independent directors recommended by the nominating and corporate governance committee for nomination by theT-Mobile board of directors and not designated by Deutsche Telekom or SoftBank and (c) the chief executive officer of the combined company;

•

theT-Mobile board of directors will establish a CEO selection committee that has the exclusive right, by a majority vote of the members of such committee, to hire and fire the chief executive officer of the combined company. The CEO selection committee will consist of five directors, three of whom will be Deutsche Telekom designees and two of whom will benon-affiliated directors; and

•

all other committees of theT-Mobile board of directors will be comprised so that there will be at least onenon-affiliated director (or such greater number as may be required by the SEC,

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NASDAQ or any other exchange on which the securities of the combined company are listed) on each committee. In addition, the chairperson of the nominating and corporate governance committee will be anon-affiliated director and there will be a transaction committee and the chairperson of such committee will be a Deutsche Telekom designee.

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Less than 50% or more aggregate voting percentage.At all times when either (1) the sum of the voting percentage of Deutsche Telekom and the voting percentage of SoftBank is less than 50% or (2) no voting security continues to be subject to the proxy:

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each of Deutsche Telekom and SoftBank will have the right to designate a number of individuals to be nominees for election to theT-Mobile board of directors as follows, so long as its voting percentage is 10% or more: the number of Deutsche Telekom designees and SoftBank designees will be equal to (a) Deutsche Telekom’s voting percentage or SoftBank’s voting percentage, as applicable, multiplied by (b) the total number of directors that theT-Mobile board of directors would have if there were no vacancies, rounded to the nearest whole number (and not less than one). However, the number of directors who are also officers, employees or directors of Deutsche Telekom, SoftBank, certain SoftBank affiliated entities or any of their respective controlled affiliates (each of which we refer to as an “affiliated director”) may not exceed a number equal to the voting percentage of Deutsche Telekom or SoftBank, as applicable, multiplied by the total number of directors that theT-Mobile board of directors would have if there were no vacancies rounded to the nearest whole number greater than zero. If at any time the voting percentage of Deutsche Telekom or SoftBank is less than 10%, Deutsche Telekom or SoftBank, as applicable, will promptly cause all of its designees then serving as directors to resign from theT-Mobile board of directors, and the contractual rights of Deutsche Telekom or SoftBank, as applicable, to designate any directors will forever terminate; and

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unless otherwise consented to in writing by Deutsche Telekom or SoftBank, as applicable, any committee of theT-Mobile board of directors will include in its membership a number of Deutsche Telekom and SoftBank designees then serving as directors equal to (a) Deutsche Telekom’s voting percentage or SoftBank’s voting percentage, as applicable, multiplied by (b) the total number of members that such committee would have if there were no vacancies on such committee, rounded to the nearest whole number, in each case except to the extent that such membership would violate the rules of the SEC, NASDAQ or any other exchange on which the securities of the combined company are listed (provided that no committee may consist solely of affiliated directors). In addition, the chairperson of the nominating and corporate governance committee will be anon-affiliated director.

For purposes of the amended and restated stockholders’ agreement, (1) the term “voting percentage” means, with respect to any person, the ratio, expressed as a percentage, of (a) the aggregate number of votes entitled to be cast generally in the election of directors in respect of the voting securities beneficially owned by such person to (b) the aggregate number of votes entitled to be cast generally in the election of directors by all holders of the then-outstanding voting securities; and (2) the term “voting securities” means, collectively, (a) theT-Mobile common stock and (b) any class of capital stock or other securities of the combined company other than theT-Mobile common stock that is entitled to vote generally in the election of directors.

Specified Actions

Pursuant to the amended and restated stockholders’ agreement, as long as Deutsche Telekom beneficially owns 30% or more of the outstanding shares ofT-Mobile common stock, the combined company may not take the following actions without Deutsche Telekom’s prior written consent, which consent Deutsche Telekom may withhold in its sole discretion:

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create, incur, issue, assume or otherwise become liable for (including through a merger, acquisition or otherwise) or refinance or guarantee any indebtedness (as defined in the amended and restated

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stockholders’ agreement) (excluding any permitted debt (as defined in the amended and restated stockholders’ agreement)) that would result in the combined company and its subsidiaries, on a consolidated basis, having or being liable for indebtedness in an aggregate principal amount that would result in the debt to cash flow ratio (as defined in the amended and restated stockholders’ agreement) for the combined company’s most recently ended four full fiscal quarters for which financial statements are available to be greater than 5.25 to 1.0 on a pro forma basis as if the additional indebtedness had been incurred at the beginning of such four-quarter period;

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take any action or enter into any transaction that would reasonably be expected to result in a breach of or default under any credit agreement, indenture, note or similar instrument or security to which Deutsche Telekom or any of its affiliates is a party or is bound;

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acquire (including by way of merger, recapitalization, reorganization, liquidation or dissolution) any business, debt or equity interests, operations or assets of any person, or make any investment in or loan to any person, in any single transaction or series of related transactions (excluding the acquisition of products and equipment in the ordinary course of business) (each of which we refer to as a “subject acquisition”), for consideration in excess of $1 billion;

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sell, lease, transfer, encumber (other than permitted liens, as defined in the amended and restated stockholders’ agreement) or otherwise dispose of (including by way of merger, recapitalization, reorganization, liquidation or dissolution) any division, business or operations of the combined company or any of its subsidiaries, or any equity interests of the combined company or any of its subsidiaries, in any single transaction or series of related transactions (each of which we refer to as a “subject disposition”), for consideration in excess of $1 billion (including any such transaction or transactions providing for a sale of the combined company (as defined below));

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change the size of theT-Mobile board of directors;

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issue any equity or equity-linked securities or other voting securities of the combined company or any of its subsidiaries, in any single transaction or series of related transactions, (a) constituting 10% or more of the then-outstanding shares ofT-Mobile common stock (other than grants of incentive awards to officers or employees of the combined company or its subsidiaries that are approved by theT-Mobile board of directors or the applicable committee thereof or issuances of securities to the combined company or any of its wholly owned subsidiaries) or (b) for the purpose of redeeming or purchasing any indebtedness (as defined in the amended and restated stockholders’ agreement) of the combined company held by Deutsche Telekom or its affiliates;

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(i) except as required by the governing documents of the combined company, repurchase or redeem any equity (or equity-based) securities of the combined company or any of itsnon-wholly owned subsidiaries, or (ii) make any extraordinary orin-kind dividend with respect to any of the equity (or equity-based) securities of the combined company or any of its subsidiaries, other than a dividend on a pro rata basis with respect to all stockholders of the combined company, or a dividend to the combined company or any of its wholly owned subsidiaries; or

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hire, or terminate without cause, the chief executive officer of the combined company, or agree to do so (which under certain circumstances will be evidenced by majority vote of the members of the CEO selection committee).

Pursuant to the amended and restated stockholders’ agreement, as long as (a) SoftBank beneficially owns 22.5% or more of the outstanding shares ofT-Mobile common stock and (b) the sum of the voting percentage of Deutsche Telekom and SoftBank is at least 30%, the combined company may not take the following actions without SoftBank’s prior written consent, which consent SoftBank may withhold in its sole discretion:

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complete any subject acquisition in excess of $1 billion;

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complete any subject disposition for consideration in excess of $1 billion (other than a sale of the combined company (as defined below), for which the prior written consent of SoftBank is not required); or

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issue any equity or equity-linked securities or other voting securities of the combined company or any of its subsidiaries, in any single transaction or series of related transactions, constituting 10% or more of the then-outstanding shares ofT-Mobile common stock (other than grants of incentive awards to officers or employees of the combined company or its subsidiaries that are approved by theT-Mobile board of directors or the applicable committee thereof, issuances of securities to the combined company or any of its wholly owned subsidiaries, issuances in connection with a subject acquisition in excess of $1 billion or issuances in connection with a sale of the combined company).

In addition, the combined company will not be permitted to amend its governing documents in any manner that could adversely affect Deutsche Telekom, SoftBank or their respective rights under the amended and restated stockholders’ agreement, without the prior written consent of Deutsche Telekom or SoftBank, as applicable, as long as Deutsche Telekom or SoftBank, as applicable, beneficially owns 5% or more of the outstanding shares ofT-Mobile common stock.

SoftBank Match Right for Sale of the Combined Company

Pursuant to the amended and restated stockholders’ agreement, as long as SoftBank beneficially owns 22.5% or more of the outstanding shares ofT-Mobile common stock, the combined company may not enter into any binding definitive agreement to effect (a) any merger, tender or exchange offer, amalgamation, consolidation or similar transaction involving the combined company, pursuant to which the stockholders of the combined company immediately prior to such transaction would own, as of immediately after such transaction, less than 50% of the voting securities of the combined company (or, in the case of a transaction where the combined company or its successor entity becomes a direct or indirect subsidiary of a publicly traded entity, own less than 50% of the voting securities of such publicly traded entity) and (b) any sale or other disposition, directly or indirectly, of all or substantially all of the assets of the combined company and its subsidiaries, taken as a whole, or other liquidation of the combined company, in each case whether in any single transaction or series of related transactions, to a third party (which we refer to as a “sale of the combined company”), unless it first complies with the following:

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If the combined company determines to commence a process pursuant to which it will solicit offers for a sale of the combined company from one or more third parties, then the combined company will provide written notice to SoftBank at least 20 days prior to soliciting any such offers. During such20-day period, SoftBank will have the right to make one bona fide written proposal for a sale of the combined company to SoftBank, subject to certain exceptions.

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If the combined company receives a proposal from a third party for a sale of the combined company to such third party, at least 20 days (which we refer to as the “match right period”) prior to entering into any binding agreement to effect such sale to such third party, the combined company will deliver (1) a written notice to SoftBank setting forth the identity of such third party, the purchase price, the form of consideration and the other material terms and conditions of the proposed sale of the combined company, (2) a copy of the form of proposed definitive agreement, if any, and (3) a written certification that the combined company believes in good faith that the third party’s proposed terms represent a bona fide proposal for the sale of the combined company on such terms and that a binding agreement for the sale of the combined company could be obtainable on such terms. Following the delivery of such notice, SoftBank will be entitled, during the match right period, to submit to theT-Mobile board of directors one bona fide written proposal containing proposed terms for a sale of the combined company to SoftBank, subject to certain exceptions. If, prior to entering into a binding definitive agreement to effect a sale of the company, the third party proposes any material decrease to the purchase price or any material change to the form of consideration, then the combined company will be

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required to deliver a new notice to SoftBank and SoftBank will have another match right period during which it can submit one bona fide written proposal for a sale of the company to SoftBank. The combined company may not enter into any binding definitive agreement to effect a sale of the combined company unless theT-Mobile board of directors, by a majority vote of the directors, determines in good faith, as of or following the end of the match right period, that the proposed terms of the third party proposal are more favorable to the stockholders of the combined company (other than SoftBank) than the proposed terms of the SoftBank proposal.

Debt Defaults

Pursuant to the amended and restated stockholders’ agreement, the combined company will be required to notify Deutsche Telekom any time it is reasonably likely that the combined company will default on any indebtedness with a principal amount greater than $75 million (which we refer to as a “potential default”). Thereupon, Deutsche Telekom will have the right, but not the obligation, to provide new debt financing to the combined company up to the amount of the indebtedness that is the subject of the potential default plus any applicable prepayment or other penalties, on the same terms and conditions as such indebtedness (together with any waiver of the potential default). If Deutsche Telekom elects to provide the combined company with new debt financing, the combined company must take any actions reasonably requested by Deutsche Telekom (1) to prepare documentation reflecting the terms and conditions of the new debt financing, (2) to repay the indebtedness that is the subject of the potential default and (3) to take any other action necessary or desirable to avert the potential default.

Information Rights

As long as Deutsche Telekom or SoftBank, as applicable, beneficially owns 10% or more of the outstanding shares ofT-Mobile common stock, it will have certain information and consultation rights, including (1) the right to consult and, upon request, meet with the officers of the combined company with respect to the combined company’s business and financial matters, (2) the right to access certain financial and operating data and other information with respect to the business and properties of the combined company and (3) the right to inspect all books and records and facilities and properties of the combined company.

Related Party Transaction Consent Rights

During the term of the amended and restated stockholders’ agreement, neither Deutsche Telekom nor SoftBank may support, enter into or vote in favor of (1) any transaction in excess of $120,000 in the aggregate between or involving both (a) the combined company and (b) Deutsche Telekom or SoftBank, as applicable, or any of its affiliates, unless such transaction is approved unanimously by the audit committee of theT-Mobile board of directors, or (2) any amendment or modification to, extension or waiver of, or statement of work under, any such transaction, unless such amendment, modification, extension, waiver or statement of work has been approved by a majority of the members of the audit committee of theT-Mobile board of directors.

Top Up Right

Pursuant to the amended and restated stockholders’ agreement, in the event that Deutsche Telekom’s voting percentage would be reduced to less than 30%, or SoftBank’s voting percentage would be reduced to less than 22.5%, in each case as a direct result of a proposed issuance by the combined company of any equity or equity-linked securities or other voting securities in a public or private offering, regardless of the number of purchasers, in exchange for cash (which we refer to as a “dilutive issuance”), Deutsche Telekom or SoftBank, as applicable, will have the right to acquire newly issued voting securities issued directly from the combined company, either as part of the dilutive issuance or otherwise as determined mutually by the combined company and Deutsche Telekom or SoftBank, as applicable, up to an amount that would cause Deutsche Telekom’s voting percentage or SoftBank’s voting percentage, as applicable, to equal its voting percentage prior to the dilutive issuance (which

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we refer to as the “top up right”), in accordance with the terms of the amended and restated stockholders’ agreement. The price per share applicable to such purchase will be equal to the price per share applicable to the dilutive issuance that triggered the top up right, except that if the price per share applicable to the dilutive issuance is not available or readily determinable, then the price per share will instead be equal to the average of the volume-weighted average prices per share of the common stock on the national securities exchange on which the common stock is then listed for ten consecutive trading days immediately preceding the date that the dilutive issuance is completed or as otherwise determined mutually by the combined company and Deutsche Telekom or SoftBank, as applicable.

In addition, in the event that Deutsche Telekom’s voting percentage would be reduced to less than 30%, or SoftBank’s voting percentage would be reduced to less than 22.5%, in each case as the direct result of an issuance by the combined company of any equity or equity-linked securities or other voting securities, including by means of a dilutive issuance, SoftBank will not lose its match rights, and Deutsche Telekom or SoftBank, as applicable, will not lose its rights described under “—Specified Actions,” if Deutsche Telekom or SoftBank, as applicable, acquires beneficial ownership of additional voting securities such that its voting percentage is 30% or greater (in the case of Deutsche Telekom) or 22.5% or greater (in the case of SoftBank) prior to the 60th business day following the closing or settlement of such issuance (with such 60 business day period to be extended by an additional 90 calendar days under certain circumstances).

Acquisitions ofT-Mobile Common Stock

Pursuant to the amended and restated stockholders’ agreement, Deutsche Telekom, SoftBank and their respective affiliates will generally be prohibited from acquiring voting securities that would cause the voting percentage of Deutsche Telekom and SoftBank, taken together, to exceed 80.1% of the outstanding shares ofT-Mobile common stock unless such acquiring stockholder makes an offer to acquire all of the then-remaining outstanding shares ofT-Mobile common stock at the same price and on the same terms and conditions as the proposed acquisition from all other stockholders of the combined company, which is either (1) accepted or approved by a majority of the directors, which majority includes a majority ofnon-affiliated directors, or (2) accepted or approved by a majority of the stockholders of the combined company (other than Deutsche Telekom, SoftBank and their respective affiliates) (which (1) or (2) we refer to as a “specified board approval”).

Dispositions ofT-Mobile Common Stock

Pursuant to the amended and restated stockholders’ agreement, each of Deutsche Telekom and SoftBank will be prohibited from transferring any shares ofT-Mobile common stock in any other transaction that would result in a third party owning more than 30% of the outstanding shares ofT-Mobile common stock unless (1) such transfer is approved by theT-Mobile board of directors (including the specified board approval) or (2) such third party offers to acquire all of the then outstanding shares ofT-Mobile common stock at the same price and on the same terms and conditions as the proposed transfer.

Registration Rights

The amended and restated stockholders’ agreement will include certain registration rights for equity securities (including theT-Mobile common stock) and debt securities (which we refer to collectively as “registrable securities”) of the combined company beneficially owned by Deutsche Telekom or SoftBank, as applicable. The combined company must file a shelf registration statement covering all registrable securities within 30 days after the closing, and Deutsche Telekom or SoftBank, as applicable, generally will have the right to request that the combined company file, from time to time, a registration statement or prospectus supplement to a registration statement (i) with respect to equity securities so long as it owns 5% or more of theT-Mobile common stock and (ii) with respect to debt securities so long as it holds any debt securities issued by the combined company.

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Notwithstanding the foregoing, each of Deutsche Telekom and SoftBank will be subject to the following limitations with respect to its registration rights:

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the expected proceeds from the sale of registrable securities to be included in any requested registration statement or prospectus supplement must be $100 million or greater;

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with respect to equity securities, Deutsche Telekom and SoftBank must wait 90 days between requests, subject to certain exceptions; and

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the combined company will be entitled to postpone and delay, for reasonable periods of time not in excess of 60 days, and in no event more than twice in any12-month period, the filing or effectiveness of any such requested registration statement or prospectus supplement, if one or more executive officers of the combined company determines in good faith that any such filing or the offering or sale of any equity securities thereunder would (1) impede, delay or otherwise interfere with any pending or contemplated material acquisition, disposition, corporate reorganization or other similar material transaction involving the combined company, (2) based upon advice from the combined company’s investment banker or financial advisor, materially and adversely impede, delay or otherwise interfere with any pending or contemplated financing, offering or sale of any class of securities by the combined company, (3) require disclosure of materialnon-public information which, if disclosed at such time, would not be in the best interests of the combined company and its stockholders or (4) have a material adverse effect on the combined company.

In addition, Deutsche Telekom and SoftBank will have piggyback registration rights with respect to any offering initiated by the combined company or any of its other stockholders. These piggyback registration rights will be subject to cutback procedures in the event the piggyback offering is oversubscribed.

Any transferee of Deutsche Telekom or SoftBank who acquires at least 5% of either the registrable equity securities or the registrable debt securities pursuant to a transaction that is not registered under the Securities Act will be entitled to enjoy the same registration rights as Deutsche Telekom or SoftBank, respectively, as long as the registrable securities held by such transferee may not be sold or disposed of pursuant to Rule 144 without volume limitations at the time when such transferee seeks to exercise its registration rights.

Non-Competition

The amended and restated stockholders’ agreement will restrict each of Deutsche Telekom’s and SoftBank’s ability to compete with the combined company during the period beginning on the closing date and ending on the date that is six months after the first date on which Deutsche Telekom’s or SoftBank’s, as applicable, voting percentage is less than 10%. Specifically, during such period, Deutsche Telekom, SoftBank and certain of their respective controlled affiliates (excluding, in the case of SoftBank, Fortress Investment Group LLC, SoftBank Vision Fund L.P. and certain of their respective related persons) may not directly engage in the provision to retail mass market customers in the United States, Puerto Rico and the territories and protectorates of the United States through a terrestrial facilities-based network of commercial mobile radio services, broadband internet access service or acting as a multichannel video programming distributor, in each case as such term is defined by the FCC as of the date of the business combination agreement, including conventional mobile virtual network operator, but in each case excluding the provision of (1) devices, software, apps, advertising and“over-the-top” services on or through mobile, wireless or wired networks, (2) resale of network services ancillary to providing internet of things products or services, including autonomous driving, accident prevention, monitoring and security, smart agriculture, demand forecasting, consumer services, preventative medicine, health monitoring and smart houses and mapping services, and/or (3) satellite-based services and also excluding acquisitions of interests of persons conducting such covered activities if such acquisition does not exceed 10% of the voting equity of such person or if the aggregate purchase price for such acquisition is less than $50,000,000. In addition, in the case of Deutsche Telekom, for the period beginning on the closing date and ending on the first anniversary of the termination of the trademark license in accordance with its terms, or in the case of SoftBank, at any time after the

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closing, Deutsche Telekom or SoftBank, as applicable, may not manufacture, market or distribute any products or services under, or use in any way, the trademarkT-MOBILE in connection with any of the activities described in the previous sentence, other than by the combined company and its affiliates in accordance with the terms of the trademark license. In addition, if SoftBank Vision Fund L.P. or certain of its related persons acquires any interest in excess of 10% of the voting equity of any of certain specified persons, then SoftBank will be deemed to automatically waive all of its rights under the provisions of the amended and restated stockholders’ agreement relating to board representation, the SoftBank match right and information rights.

Term

Except as otherwise provided in the amended and restated stockholders’ agreement, the amended and restated stockholders’ agreement will terminate with respect to Deutsche Telekom or SoftBank, as applicable, at any time after which its voting percentage is less than 5%.

Proxy Agreement

In connection with the closing of the merger transactions, Deutsche Telekom and SoftBank will enter into a proxy,lock-up and ROFR agreement (which we refer to as the “proxy agreement”), the form of which is attached as Exhibit F to the business combination agreement and Annex G to this joint consent solicitation statement/prospectus and is incorporated by reference herein. The following is a summary of the material provisions of the proxy agreement. The summary in this section and elsewhere in this joint consent solicitation statement/prospectus is qualified in its entirety by reference to the proxy agreement. This summary does not purport to be complete and may not contain all of the information about the proxy agreement that is important to you. We encourage you to read the proxy agreement carefully and in its entirety.

Pursuant to the business combination agreement, prior to the closing, Deutsche Telekom and SoftBank will enter into the proxy agreement. The proxy agreement will establish between Deutsche Telekom and SoftBank certain rights and obligations in respect of the shares ofT-Mobile common stock that will be owned by each of Deutsche Telekom, SoftBank and their respective affiliates following the completion of the merger transactions and related matters concerning each of Deutsche Telekom’s and SoftBank’s relationship with and investment in the combined company.

Voting Agreement and Proxy

Pursuant to the proxy agreement, at any meeting of the stockholders of the combined company, SoftBank is obligated to (1) vote or not vote or deliver or not deliver a consent with respect to all of its shares ofT-Mobile common stock to the fullest extent that such shares are entitled to be voted or to consent, with respect to each proposal, action or other matter, as directed by Deutsche Telekom and (2) take all steps necessary or appropriate to ensure that all of its shares ofT-Mobile common stock are counted as present for quorum purposes (if applicable). So long as SoftBank has the right under the amended and restated stockholders’ agreement to designate any SoftBank designee to be a nominee for election to theT-Mobile board of directors, at any meeting of the stockholders of the combined company, Deutsche Telekom is obligated to (1) vote (or cause to be voted) or deliver a consent (or cause a consent to be delivered) with respect to all of its shares ofT-Mobile common stock and any shares ofT-Mobile common stock that are subject to the proxy (as defined below) to the fullest extent such shares are entitled to be voted or to consent, with respect to any election of directors, in favor of (a) the election of all SoftBank designees to the extent that the selection of such SoftBank designees is consistent with the amended and restated stockholders’ agreement and (b) the removal (with or without cause) from office of any SoftBank designee’s service as a director upon the written request of SoftBank and (2) take (or cause to be taken) all steps necessary or appropriate to ensure that all of its shares ofT-Mobile common stock and any shares ofT-Mobile common stock that are subject to the proxy are counted as present for quorum purposes (if applicable).

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In addition, pursuant to the proxy agreement, SoftBank will irrevocably appoint Deutsche Telekom or its designee as itsattorney-in-fact and proxy to vote all of its shares ofT-Mobile common stock at any meeting of the stockholders of the combined company or in connection with any written consent of the stockholders of the combined company, which will be deemed to include the right to execute and deliver a written consent in respect of such shares from time to time (which we refer to as the “proxy”). Any attempt by SoftBank to vote, or express consent or dissent with respect to, its shares in contravention of the proxy agreement will be null and voidab initio.

With respect to any share ofT-Mobile common stock beneficially owned by Deutsche Telekom or SoftBank, as applicable, the obligation to vote such share in accordance with the proxy agreement will terminate upon the earliest of (1) the date on which the proxy agreement is terminated, (2) the date on which such share is transferred to a third party (other than a transfer that is a pledge or loan of shares ofT-Mobile common stock pursuant to bona fide hedging or financing transactions in which Deutsche Telekom or SoftBank, as applicable, retains voting power over all such shares prior to any foreclosure (which, for purposes of the proxy agreement, we refer to as a “pledge”)) pursuant to the terms of the proxy agreement, (3) in the case of a pledged excess share (as defined below), the date on which such pledged excess share is transferred to a third party pursuant to a foreclosure in accordance with the proxy agreement, (4) the date on which Deutsche Telekom’s voting percentage equals or exceeds 55% and (5) the date on which Deutsche Telekom has transferred an aggregate number of shares representing 5% or more of the outstandingT-Mobile common stock as of immediately following the effective time (we refer to such earlier date in (4) or (5) as the “proxy fall away date”).

For the purposes of the proxy agreement, “excess shares” means, with respect to either of Deutsche Telekom or SoftBank as of any time, that number of shares ofT-Mobile common stock held by Deutsche Telekom or SoftBank, as applicable, as of such time that is in excess of a number of shares ofT-Mobile common stock equal to (1) 51% minus the voting percentage of Deutsche Telekom as of immediately following the effective time, multiplied by (2) the number of shares ofT-Mobile common stock outstanding immediately following the effective time on a fully diluted basis (which number will be recalculated as of the time of any subsequent increase in the voting percentage of Deutsche Telekom and may only stay the same or decrease, but not increase, at any time after the effective time, and which number shall equal zero shares ofT-Mobile common stock from and after the proxy fall away date).

Following the completion of the merger transactions, because Deutsche Telekom will retain the power to vote a majority of theT-Mobile common stock,T-Mobile will continue to be a “controlled company” for purposes of NASDAQ rules.

Restrictions on Transfer of Shares

During the period from and after the effective time until the earliest to occur of (1) the date on which the proxy agreement is terminated, (2) the proxy fall away date and (3) the fourth anniversary of the effective time (which we refer to as the“lock-up period”), the proxy agreement prohibits each of Deutsche Telekom and SoftBank from transferring or encumbering any of its shares ofT-Mobile common stock without the prior written consent of the other, except for:

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a transfer of shares to a controlled affiliate;

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a pledge of shares or a transfer of pledged shares pursuant to a foreclosure of such pledged shares in accordance with the terms of the proxy agreement;

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a transfer of Deutsche Telekom shares from Deutsche Telekom to SoftBank or from SoftBank to Deutsche Telekom;

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a transfer pursuant to a tender offer or exchange offer for any shares, or merger or consolidation involving the combined company, in each case, that has been approved and recommended by theT-Mobile board of directors;

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one or more transfers of excess shares of SoftBank or Deutsche Telekom, as applicable, following the first anniversary of the effective time and prior to the second anniversary of the effective time totaling no more than 5% of the shares ofT-Mobile common stock outstanding as of the effective time, calculated on a fully diluted basis (provided that all such transfers are subject to the right of first refusal described below);

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one or more transfers of excess shares of SoftBank or Deutsche Telekom, as applicable, following the second anniversary of the effective time totaling no more than the sum of (1) 10% of the shares ofT-Mobile common stock outstanding as of the effective time, calculated on a fully diluted basis, and (2) the number of shares, if any, which Deutsche Telekom or SoftBank, as applicable, was permitted to transfer pursuant to the immediately preceding bullet point but did not transfer (provided that all such transfers are subject to the right of first refusal described below); and

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one or more transfers of excess shares of SoftBank or Deutsche Telekom, as applicable, following the third anniversary of the effective time (provided that all such transfers will be subject to the right of first refusal described below).

Pursuant to the proxy agreement, each of SoftBank and Deutsche Telekom may pledge any of its shares ofT-Mobile common stock, subject to certain terms and conditions, including:

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the aggregate amount of all obligations which are secured by any shares subject to a pledge may not exceed 50% of the aggregate fair market value of such shares that are subject to such pledge, subject to any cure mechanism in the pledge documents; and

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as a condition to any pledge of a share, such share will continue to be subject to the proxy and may not be transferred in connection with any foreclosure, except in accordance with a right of first refusal of the other stockholder as provided in the proxy agreement, subject to certain additional terms and conditions.

Rights of First Refusal

Pursuant to the proxy agreement, until the earliest to occur of (1) the proxy fall away date and (2) any time when either Deutsche Telekom or SoftBank no longer beneficially owns at least 5% of the voting securities of the combined company outstanding as of the effective time (which earlier date we refer to as the “ROFR fall away date”), neither Deutsche Telekom nor SoftBank may transfer any of its shares ofT-Mobile common stock, whether such transfer occurs during or after thelock-up period, without first providing SoftBank (in the case of Deutsche Telekom) or Deutsche Telekom (in the case of SoftBank) a right of first refusal pursuant to the procedures set forth in the proxy agreement. However, the right of first refusal does not apply to (a) any transfer to a controlled affiliate, (b) any transfer from SoftBank to Deutsche Telekom or from Deutsche Telekom to SoftBank, (c) a transfer pursuant to a tender offer or exchange offer or merger or consolidation involving the combined company, in each case that has been approved and recommended by theT-Mobile board of directors, (d) any pledge of a share or any transfer in connection with a foreclosure of a pledged share, which is subject to a separate right of first refusal in the proxy agreement until the ROFR fall away date or (e) any transfer pursuant to a sale of the combined company.

Certain Prohibited Acquisitions of Shares

Pursuant to the proxy agreement, until the proxy fall away date, SoftBank may not, without prior written consent of Deutsche Telekom, acquire or offer to acquire any voting securities of the combined company if, following the acquisition, the ratio of (1) the number of shares ofT-Mobile common stock beneficially owned by SoftBank to (2) the number of shares ofT-Mobile common stock beneficially owned by Deutsche Telekom would be greater than the ratio of 49.9% to 50.1%.

In addition, each of Deutsche Telekom and SoftBank agrees that, without prior written consent of the other, until such time as either stockholder’s voting percentage is less than 5%, it will not, directly or indirectly, alone

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or in concert with any other person, acquire or offer to acquire any voting securities if the acquisition would cause the voting percentage of both stockholders, taken together, to exceed 80.1% of the outstanding shares ofT-Mobile common stock.

Term

The proxy agreement will terminate on the earlier to occur of (1) the first date that either Deutsche Telekom or SoftBank no longer beneficially owns any shares ofT-Mobile common stock or (2) the mutual agreement of Deutsche Telekom and SoftBank.

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DESCRIPTION OF FINANCING

This section describes the material terms of the amended and restated commitment letter, the facilities thereunder and the financing matters agreement. The description in this section and elsewhere in this joint consent solicitation statement/prospectus is qualified in its entirety by reference to the complete text of the amended and restated commitment letter and the financing matters agreement, each of which is incorporated by reference into this joint consent solicitation statement/prospectus. This summary does not purport to be complete and may not provide all of the information about the financing of the merger transactions that might be important to you. We encourage you to read the amended and restated commitment letter and the financing matters agreement carefully and in their entirety.

The completion of the merger transactions is not conditioned onT-Mobile’s ability to obtain financing.

T-Mobile currently intends to repay or redeem approximately $10.5 billion of Sprint’s outstanding debt and to assume approximately $30.0 billion of Sprint’s outstanding debt in connection with the merger transactions.T-Mobile also has agreed to repay or redeem approximately $8.3 billion of existing debt provided by Deutsche Telekom. Such debt includesT-Mobile’s secured and unsecured revolving credit facilities provided by Deutsche Telekom which are assumed to have an aggregate outstanding balance of $500 million at closing.T-Mobile expects to fund these repayments and redemptions, as well as fees and expenses relating to the merger transactions, through a combination ofT-Mobile’s and Sprint’s cash on hand and the proceeds of additional debt financing. Such additional debt financing could take several forms, including among others, borrowing under the senior secured credit facilities or the issuance of secured or unsecured notes byT-Mobile USA in lieu of or in addition to borrowing under the bridge facilities (as defined below).

Commitment Letter

In connection with entry into the business combination agreement,T-Mobile USA entered into a commitment letter, dated as of April 29, 2018 (which we refer to as the “original commitment letter”), with Barclays Bank PLC, Credit Suisse AG, Deutsche Bank AG, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada and certain of their respective affiliates. On May 15, 2018,T-Mobile USA amended and restated the original commitment letter pursuant to an amended and restated commitment letter (which we refer to as the “amended and restated commitment letter”), with Barclays Bank PLC, Credit Suisse AG, Deutsche Bank AG, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, BNP Paribas, Commerzbank AG, Credit Agricole Corporate and Investment Bank, The Toronto-Dominion Bank, Wells Fargo Bank, National Association, Banco Santander, S.A., Societé Generale, SunTrust Bank, National Westminster Bank plc, U.S. Bank National Association and certain of their respective affiliates (which we refer to as the “commitment parties”).

Pursuant to the amended and restated commitment letter, the commitment parties had committed to provide up to $38.0 billion in secured and unsecured debt financing, including a $4.0 billion secured revolving credit facility (which we refer to as the “revolving credit facility”), a $7.0 billion secured term loan facility (which we refer to as the “term loan facility” and, together with the revolving credit facility, the “senior secured credit facilities”), a $19.0 billion secured bridge facility (which we refer to as the “secured bridge facility”) and a $8.0 billion unsecured bridge facility (which we refer to as the “unsecured bridge facility” and, together with the secured bridge facility, the “bridge facilities”; and the bridge facilities together with the senior secured credit facilities, the “facilities”). As permitted by the terms of the amended and restated commitment letter, on May 22, 2018,T-Mobile USA delivered a notice to the commitment parties pursuant to which the entire $8.0 billion unsecured bridge facility was reallocated to be part of the secured bridge facility, increasing the size of the secured bridge facility to $27.0 billion. Subsequently, and also as permitted by the terms of the amended and restated commitment letter, on June 6, 2018,T-Mobile USA delivered a notice to the commitment parties pursuant to which the commitments under the secured bridge facility decreased by $8.0 billion, such that the remaining size of the secured bridge facility is $19.0 billion.

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The funding of the facilities is subject to the satisfaction of certain conditions, including the completion of the merger transactions. The facilities will be available in a single drawing on the date on which the funding conditions of the amended and restated commitment letter are satisfied or waived (which we refer to as the “facilities closing date”), except that the revolving credit facility will be available for borrowing byT-Mobile USA fromtime-to-time thereafter. The proceeds of the facilities will be used to refinance certain existing debt ofT-Mobile, Sprint and their respective subsidiaries in connection with the merger transactions, and for working capital needs and general corporate purposes of the combined company. The commitments to provide the facilities will terminate in the event that the closing date does not occur on or before 11:59 p.m. (New York time) on the outside date (or, if the outside date is extended, then on such extended outside date). The commitments to provide the facilities will also terminate on the earliest of (1) the valid termination of the business combination agreement in accordance with its terms or (2) the completion of the merger with the use of the facilities (after the funding thereof) or without the use of the facilities (unless the commitment parties have failed to fund in breach of their obligations under the amended and restated commitment letter).

Term Loan Facility

The term loan facility is expected to mature seven years after the facilities closing date and to amortize at a rate of 1.0% per annum, payable quarterly. Borrowings under the term loan facility will bear interest, atT-Mobile USA’s option, at either a base rate or LIBOR, in each case plus an applicable margin to be determined during syndication of the term loan facility. The term loan facility is expected to be prepayable at par at any time, subject to a 1.00% penalty in connection with certain repricing events within six months of the facilities closing date.

Revolving Credit Facility

The revolving credit facility is expected to mature five years after the facilities closing date and not to be subject to any scheduled amortization. Borrowings under the revolving credit facility will bear interest, atT-Mobile USA’s option, at either a base rate or LIBOR, in each case plus an applicable margin to be determined during syndication of the revolving credit facility. Additionally, from and after the facilities closing date,T-Mobile USA expects to pay a commitment fee calculated on the average daily unused portion of the revolving credit facility at a rate per annum of 0.375%, with one 0.125%step-up and one 0.125% step-down corresponding to certain first lien secured net leverage ratios to be agreed. The revolving credit facility is expected to be prepayable at any time without penalty. The revolving credit facility is also expected to include a $1.0 billion subfacility for letters of credit. The revolving credit facility is expected to include a financial maintenance test requiringT-Mobile USA to maintain a first lien secured net leverage ratio of not greater than 3.30 to 1.00, tested quarterly.

Secured Bridge Facility

The secured bridge facility is expected to mature on the date that is 364 days after the facilities closing date, subject to up to two extensions to (1) 546 days after the facilities closing date and (2) 728 days after the facilities closing date, in each case atT-Mobile USA’s election and subject to certain conditions, including payment of an extension fee. Borrowings under the secured bridge facility will bear interest, atT-Mobile USA’s option, at either a base rate or LIBOR, in each case plus an applicable margin. The applicable margin will initially be 0.25% for base rate loans and 1.25% for LIBOR loans, withstep-ups of 0.25% for each three-month period subsequent to the initial three-month period after the closing of the merger transactions. The commitments under the secured bridge facility will be reduced, or the loans thereunder will be required to be prepaid, if, among other things,T-Mobile USA or its subsidiaries, obtains certain debt financing or completes certain asset sales, subject to customary limitations and exceptions. The secured bridge facility is not expected to require amortization. The secured bridge facility may be prepaid at any time without penalty.

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Financing Matters Agreement

In connection with the entry into the business combination agreement, Deutsche Telekom andT-Mobile USA entered into financing matters agreement, dated as of April 29, 2018 (which we refer to as the “financing matters agreement”). Pursuant to the financing matters agreement, Deutsche Telekom agreed, among other things, to consent to the incurrence byT-Mobile USA of secured debt in connection with and after the completion of the merger. In connection with the foregoing consents,T-Mobile made an upfront payment to Deutsche Telekom of $7 million, and upon completion of the merger,T-Mobile will make additional payments to Deutsche Telekom of $20 million. Further, Deutsche Telekom agreed to a lockup on sales ofT-Mobile USA’s $1.25 billion of 5.125% senior notes due 2025 (which we refer to as the “2025 Notes”) and $1.25 billion of 5.375% senior notes due 2027 (which we refer to as the “2027 Notes”) until the earlier of April 15, 2020 or the date on which the business combination agreement is terminated. In addition,T-Mobile USA agreed, among other things, to repay and terminate, upon the closing of the merger transactions, certain of its existing debt provided by Deutsche Telekom, including the $4.0 billion term loan facility, $2.0 billion ofT-Mobile USA’s 5.300% senior notes due 2021 and $2.0 billion ofT-Mobile USA’s 6.000% senior notes due 2024 as well as the $1.5 billion secured revolving credit facility of which $320 million is drawn as of June 30, 2018, and $1.0 billion unsecured revolving credit facility of which $0 is drawn as of June 30, 2018, in each case, without any prepayment premium or penalty.T-Mobile USA and Deutsche Telekom also agreed, upon the closing of the merger transactions, to amend the 2025 Notes and the 2027 Notes to change the maturity dates thereof to April 15, 2021 and April 15, 2022, respectively.

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DESCRIPTION OFT-MOBILE CAPITAL STOCK

The following description of the material terms of the capital stock of the combined company is not complete and is qualified in its entirety by reference to the fifth amended and restated certificate of incorporation ofT-Mobile (which we refer to as the “combined company certificate of incorporation”) and the sixth amended and restated bylaws ofT-Mobile, which will be in effect at the closing. This description is subject to the detailed provisions of, and is qualified by reference to, the combined company certificate of incorporation, the bylaws of the combined company and the amended and restated stockholders’ agreement, the forms of which are attached as Exhibits A, B and E, respectively, to the business combination agreement and Annexes D, E and F, respectively, to this joint consent solicitation statement/prospectus and are incorporated by reference herein.

Authorized Share Capital

The authorized capital stock of the combined company will consist of 2,000,000,000 shares of common stock, par value $0.00001 per share (which we refer to in this section as “common stock”), and 100,000,000 shares of preferred stock, par value $0.00001 per share (which we refer to in this section as “preferred stock”). Following the completion of the merger transactions, we expect that there will be approximately 1,267 million shares of common stock outstanding and no shares of preferred stock outstanding.

Common Stock

Holders of common stock have the right to vote on every matter submitted to a vote of stockholders other than any matter on which only the holders of preferred stock are entitled to vote separately as a class. There are no cumulative voting rights. Accordingly, holders of a majority of shares entitled to vote in an election of directors are able to elect all of the directors standing for election.

Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock will share equally on a per share basis any dividends when, as and if declared by theT-Mobile board of directors out of funds legally available for that purpose. If the combined company is liquidated, dissolved or wound up, the holders of common stock will be entitled to a ratable share of any distribution to stockholders, after satisfaction of all of the combined company’s liabilities and of the prior rights of any outstanding class of preferred stock. The common stock carries no preemptive or other subscription rights to purchase shares of common stock and is not convertible, assessable or entitled to the benefits of any sinking fund.

Redemption

Pursuant to the combined company certificate of incorporation, if a holder of common stock acquires additional shares of common stock or otherwise is attributed with ownership of such shares that would cause the combined company to violate FCC rules, the combined company may, at the option of theT-Mobile board of directors, redeem from the holder or holders causing the violation of the FCC’s rules shares of common stock sufficient to eliminate the violation.

The redemption price will be a price mutually determined by the combined company and the stockholders, but if no agreement can be reached, the redemption price will be either:

•

75% of the fair market value of the common stock being redeemed, if the holder caused the FCC violation; or

•

100% of the fair market value of the common stock being redeemed, if the FCC violation was not caused by the holder.

The foregoing redemption rights do not apply to any shares of common stock or preferred stock beneficially owned by Deutsche Telekom or SoftBank or any of their subsidiaries. If any waivers or approvals are required

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from the FCC in order for Deutsche Telekom, SoftBank or any of their subsidiaries to acquire or hold any shares of common stock or preferred stock, each of Deutsche Telekom and SoftBank, as applicable, and any of its subsidiaries are required by the combined company certificate of incorporation to cooperate to secure such waivers or approvals and abide by any conditions related to such waivers or approvals.

Preferred Stock

Subject to the provisions of the combined company certificate of incorporation and the limitations prescribed by law, the combined company certificate of incorporation authorizes theT-Mobile board of directors to issue up to 100,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, dividend rates, conversion rates, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of the series, which may be superior to those of the common stock, without further vote or action by the stockholders of the combined company.

One of the effects of undesignated preferred stock may be to enable theT-Mobile board of directors to render more difficult or to discourage an attempt to obtain control of the combined company by means of a tender offer, proxy contest, merger or otherwise, and as a result, protect the continuity of management. The issuance of shares of preferred stock under theT-Mobile board of directors’ authority described above may adversely affect the rights of the holders of common stock. For example, preferred stock issued by the combined company may rank prior to common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for the common stock or may otherwise adversely affect the market price of the common stock.

Anti-takeover Effects of Delaware Law and the Combined Company Certificate of Incorporation and Bylaws

Delaware law

The combined company will be a Delaware corporation and will be subject to Delaware law, which generally prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the time that the person became an interested stockholder, unless:

•

before such time the board of directors of the corporation approved either the business combination or the transaction in which the person became an interested stockholder;

•

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers of the corporation and by certain employee stock plans; or

•

at or after such time the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least66-2/3% of the outstanding voting stock of the corporation that is not owned by the interested stockholder.

A “business combination” generally includes mergers, asset sales and similar transactions between the corporation and the interested stockholder, and other transactions resulting in a financial benefit to the stockholder. An “interested stockholder” is a person:

•

who, together with affiliates and associates, owns 15% or more of the corporation’s outstanding voting stock; or

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•

who is an affiliate or associate of the corporation and, together with his or her affiliates and associates, has owned 15% or more of the corporation’s outstanding voting stock within three years.

The provisions of Delaware law described above along with the combined company certificate of incorporation would make more difficult or discourage a proxy contest or acquisition of control by a holder of a substantial block of common stock or the removal of the incumbent board of directors. Such provisions could also have the effect of discouraging an outsider from making a tender offer or otherwise attempting to obtain control of the combined company, even though such an attempt might be beneficial to the combined company and its stockholders.

The Combined Company Certificate of Incorporation and Bylaws

The following provisions of the combined company certificate of incorporation and bylaws could be deemed to have an anti-takeover effect and could delay, defer or prevent a takeover attempt that a stockholder might consider to be in the stockholders’ best interests.

•

Advance notice of director nominations and matters to be acted upon at meetings. The bylaws of the combined company contain advance notice requirements for nominations of directors to theT-Mobile board of directors and for proposing matters that can be acted upon by stockholders at stockholder meetings.

•

Amendment to bylaws. The combined company certificate of incorporation provides that the bylaws of the combined company may be amended upon the affirmative vote of the holders of shares having a majority of the combined company’s voting power. The combined company certificate of incorporation also provides that theT-Mobile board of directors is authorized to make, alter or repeal the bylaws of the combined company without further stockholder approval.

•

Special meeting of stockholders.The combined company certificate of incorporation provides that a special meeting of stockholders (1) may be called by the chairman of theT-Mobile board of directors or the chief executive officer of the combined company and (2) must be called by the secretary of the combined company at the request of (a) a majority of theT-Mobile board of directors or (b) as long as Deutsche Telekom beneficially owns 25% or more of the outstanding shares of common stock, the holders of not less than33-1/3% of the voting power of all of the outstanding voting stock of the combined company entitled to vote generally in the election of directors.

•

Board representation. The combined company certificate of incorporation incorporates the applicable provisions of the amended and restated stockholders’ agreement providing that Deutsche Telekom and SoftBank generally have the right to designate nominees for election to theT-Mobile board of directors and committees thereof as described under “Stockholders’ and Proxy Agreement—Amended and Restated Stockholders’ Agreement—Board Representation.”

•

Special approval rights. The combined company certificate of incorporation provides Deutsche Telekom and SoftBank with the same approval rights as are set forth in the amended and restated stockholders’ agreement with respect to the combined company’s ability to take certain actions without the prior written consent of Deutsche Telekom or SoftBank, respectively, pursuant to the provisions described under “Stockholders’ and Proxy Agreement—Amended and Restated Stockholders’ Agreement—Specified Actions.”

•

Authorized but unissued shares. The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval. These additional shares may be used for a variety of corporate purposes, such as for additional public offerings, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of the combined company by means of a proxy contest, tender offer, merger or otherwise.

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•

Cumulative voting. The combined company certificate of incorporation does not permit cumulative voting in the election of directors. Instead, any election of directors will be decided by a plurality of the votes cast (in person or by proxy) by holders of common stock.

Amended and Restated Stockholders’ Agreement

Pursuant to the amended and restated stockholders’ agreement, Deutsche Telekom and SoftBank will have certain rights to designate nominees for election to theT-Mobile board of directors and committees thereof. The amended and restated stockholders’ agreement also sets forth specified actions that the combined company may not take without the prior written consent of Deutsche Telekom or SoftBank, as applicable. Additionally, the amended and restated stockholders’ agreement restricts each of Deutsche Telekom and SoftBank with respect to certain acquisitions and dispositions of common stock and the conduct of certain business activities that would compete with the combined company in the United States, Puerto Rico and the territories and protectorates of the United States during specified time periods, subject to certain exceptions. The amended and restated stockholders’ agreement is described in more detail in the section of this joint consent solicitation statement/prospectus entitled “—Stockholders’ and Proxy Agreement—Amended and Restated Stockholders’ Agreement.”

Limitations on Liability and Indemnification of Officers and Directors

The combined company certificate of incorporation and bylaws:

•

eliminate the personal liability of directors for monetary damages resulting from breaches of fiduciary duty to the extent permitted by Delaware law, except (1) for any breach of a director’s duty of loyalty to the company or its stockholders, (2) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL for payment of unlawful dividends or unlawful stock repurchases or redemption or (4) for any transaction from which the director derived an improper personal benefit; and

•

indemnify directors and officers to the fullest extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary.

We believe that these provisions are necessary to attract and retain qualified directors and officers. The combined company will also enter into separate indemnification agreements with each director and officer under which it agrees to indemnify, and to advance expenses to, each director and officer to the fullest extent permitted by applicable law with respect to liabilities they may incur in their capacities as directors and officers.

Director Removal

The combined company certificate of incorporation provides that, subject to certain rights of the holders of any preferred stock, any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of all of the outstanding shares of the capital stock entitled to elect such director, voting separately as a class, at a duly organized meeting of stockholders or by written consent.

Stockholder Action by Written Consent

The combined company certificate of incorporation provides that, as long as Deutsche Telekom beneficially owns 25% or more of the outstanding shares of common stock, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

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Governing Law; Forum for Adjudication of Disputes

The combined company certificate of incorporation provides that the combined company certificate of incorporation and the internal affairs of the combined company will be governed by and interpreted under the laws of the State of Delaware. In addition, unless the combined company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action brought on behalf of the combined company, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the combined company to the combined company or its stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, the combined company certificate of incorporation or bylaws, or (4) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine.

Corporate Opportunities

The combined company certificate of incorporation provides, as permitted by the DGCL, thatnon-employee directors have no obligation to offer the company a corporate opportunity to participate in business opportunities presented to them or their respective affiliates even if the opportunity is one that the company might reasonably have pursued, unless such corporate opportunity is offered to such director in his or her capacity as a director of the combined company. Stockholders will be deemed to have notice of and to have consented to this provision of the combined company certificate of incorporation.

Listing of Common Stock

We expect that the common stock will be listed on NASDAQ under the ticker symbol “TMUS.”

Transfer Agent and Registrar

The transfer agent and registrar for the common stock is American Stock Transfer & Trust Company, LLC.

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NO APPRAISAL RIGHTS

Appraisal rights are not available in all circumstances, and exceptions to these rights are provided under the DGCL. Section 262 of the DGCL provides that stockholders have the right, in some circumstances, to dissent from certain corporate actions and to instead demand payment of the fair value of their shares. Stockholders do not have appraisal rights with respect to shares of any class or series of stock if such shares of stock, or depositary receipts in respect thereof, are either (1) listed on a national securities exchange or (2) held of record by more than 2,000 holders, unless the stockholders receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation (or depositary receipts in respect thereof), or of any other corporation that is publicly listed or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depositary receipts described above or any combination of the foregoing. BecauseT-Mobile common stock is listed on NASDAQ, a national securities exchange, and because Sprint stockholders will receive in the merger transactions only shares ofT-Mobile common stock, which will be publicly listed on NASDAQ upon the effective time, and cash in lieu of fractional shares, stockholders will not be entitled to appraisal rights in connection with the merger transactions.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheet as of June 30, 2018 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 and the six months ended June 30, 2018. The unaudited pro forma condensed combined financial information includes the historical results ofT-Mobile and Sprint after giving pro forma effect to the merger transactions as described in this section and under “Notes to Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of RegulationS-X. The unaudited pro forma adjustments reflecting the merger transactions have been prepared in accordance with the acquisition method of accounting in accordance with FASB ASC Topic 805,Business Combinations, whereT-Mobile is the accounting acquirer and Sprint is the accounting acquiree.

The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or consolidated financial condition would have been had the merger actually occurred on the dates indicated, nor do they purport to project the future consolidated results of operations or consolidated financial condition for any future period or as of any future date. The assumed accounting for the merger transactions, including estimated merger consideration, is based on provisional amounts and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Sprint,T-Mobile used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. The unaudited pro forma adjustments are based upon available information and certain assumptions thatT-Mobile believes are reasonable under the circumstances. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The purchase price adjustments relating to the Sprint andT-Mobile combined financial information are preliminary and subject to change, as additional information becomes available and as additional analyses are performed. All pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma condensed combined financial information.

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Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2018

(Amounts in millions)


	Historical						Reclassification Adjustments				Financing Adjustments				Pro Forma Adjustments				Pro Forma Combined
	T-Mobile US, Inc.			Sprint Corporation															Pro Forma Combined
	As of June 30, 2018			As of June 30, 2018															As of June 30, 2018
Assets
Current Assets
Cash and cash equivalents	$	215		$	4,378		$	—			$	6,510		5(a)	$	(569	)	5(a)	$	10,534
Short-term Investments		—			4,008			—				—				—				4,008
Accounts receivable		1,630			3,492			(872	)	4(a), 4(c)		—				(5	)	5(e)		4,245
Equipment installment plan receivables		2,308			—			742		4(a)		—				—				3,050
Accounts receivable from affiliates		11			—			133		4(c)		—				—				144
Inventories		998			622			—				—				—				1,620
Other current assets		1,929			895			(3	)	4(c)		2		5(c)		(40 (187	) )	5(b) 5(e)		2,596

Total current assets		7,091			13,395			—				6,512				(801	)			26,197

Property and equipment		22,375			20,538			—				—				(5,201	)	5(f)		37,712
Costs to acquire a customer contract		—			1,294			—								(1,294	)	5(g)		—
Goodwill		1,901			6,586			—				—				(114	)	5(f)		8,373
Spectrum licenses		35,532			—			—				—				42,000		5(f)		77,532
FCC licenses and other		—			41,368			—				—				(41,368	)	5(f)		—
Definite-lived intangible assets		—			2,245			—				—				(2,245	)	5(f)		—
Other intangible assets		260			—			—				—				7,096		5(f)		7,356
Equipment installment plan receivables due after one year		1,222			—			139		4(a)		—				—				1,361
Other assets		1,311			1,023			(139	)	4(a)		(13	)	5(c)		(9 (109	) )	5(b) 5(e)		2,064

Total assets	$	69,692		$	86,449		$	—			$	6,499			$	(2,045	)		$	160,595

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued liabilities	$	6,686		$	—		$	5,292		4(b)	$	(112	)	5(c)	$	—			$	11,866
Accounts payable		—			3,143			(3,143	)	4(b)		—				—				—
Accrued expenses and other current liabilities		—			3,658			(3,658	)	4(b)		—				—				—
Payables to affiliates		190			—			87		4(b)		—				—				277
Short-term debt		1,004			4,846			—				16,866		5(c)		—				22,716
Short-term debt to affiliates		320			—			—				(320	)	5(c)		—				—
Deferred revenue		722			—			1,349		4(b)		—				(145	)	5(h)		1,926
Other current liabilities		359			—			73		4(b)		—				(61	)	5(a)		371

Total current liabilities		9,281			11,647			—				16,434				(206	)			37,156

Long-term debt		12,065			35,771			(99	)	4(d)		(1,708	)	5(c)		667		5(f)		46,696
Long-term debt to affiliates		14,581			—			—				(8,056	)	5(c)		—				6,525
Tower obligations		2,574			—			99		4(d)		—				—				2,673
Deferred tax liabilities		4,087			7,704			—				—				(2,416	)	5(i)		9,375
Deferred rent expense		2,746			—			—				—				—				2,746
Other long-term liabilities		968			3,382			—				—				(1,076	)	5(j), 5(h)		3,274

Total long-term liabilities		37,021			46,857			—				(9,764	)			(2,825	)			71,289

Commitments and contingencies
Stockholders’ equity
Common Stock		—			40			—				—				(40	)	5(k)		—
Additionalpaid-in capital		37,786			27,938			—				—				934		5(k)		66,658
Treasury stock, at cost		(7	)		(4	)		—				—				4				(7	)
Accumulated other comprehensive income		—			(317	)		—				—				317		5(k)		—
Accumulated deficit		(14,389	)		236			—				(171	)	5(d)		(229	)	5(l)		(14,553	)

Total stockholders’ equity		23,390			27,893			—				(171	)			986				52,098

Stockholders’ equity attributable to NCI		—			52			—				—				—				52

Total liabilities and stockholders’ equity	$	69,692		$	86,449		$	—			$	6,499			$	(2,045	)		$	160,595

See accompanying notes to unaudited pro forma condensed combined financial information.

246

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Six Months Ended June 30, 2018

(Amounts in millions, except per share and shares outstanding data)


	Historical						Reclassification Adjustments				Financing Adjustments				Pro Forma Adjustments
	T-Mobile US, Inc.			Sprint Corporation															Pro Forma Combined
	Six Months Ended June 30, 2018			Six Months Ended June 30, 2018(1)															Six Months Ended June 30, 2018
Revenues
Total service revenues	$	15,737		$	11,606		$	(138	)	4(e)	$	—			$	(56 (31	) )	6(a) 6(b)	$	27,118
Equipment revenues		4,678			—			4,602		4(f)		—				(241	)	6(b)		9,039
Equipment sales		—			2,254			(2,254	)	4(f)		—				—				—
Equipment rentals		—			2,348			(2,348	)	4(f)		—				—				—
Other revenues		611			—			138		4(e)		—				—				749

Total revenues		21,026			16,208			—				—				(328	)			36,906

Operating Expenses
Cost of services, exclusive of depreciation and amortization shown separately below		3,119			3,338			—				—				—				6,457
Cost of equipment rentals (exclusive of depreciation below)		—			270			(270	)	4(h)		—				—				—
Cost of equipment sales		5,617			2,757			—				—				(38	)	6(b)		8,336
Selling, general and administrative		6,349			3,895			308		4(g)		—				(167 207	)	6(c) 6(b)		10,592
Depreciation and amortization		3,209			—			4,859		4(h)		—				(574	)	6(d)		7,494
Gains on disposal of spectrum licenses		—			—			—				—				—				—
Depreciation—network and other		—			2,038			(2,038	)	4(h)		—				—				—
Depreciation—equipment rentals		—			2,196			(2,196	)	4(h)		—				—				—
Amortization		—			355			(355	)	4(h)		—				—				—
Other, net		—			308			(308	)	4(g)		—				—				—

Total operating expense		18,294			15,157			—				—				(572	)			32,879

Operating income		2,732			1,051			—				—				244				4,027

Other income (expense)
Interest expense		(447	)		(1,213	)		—				(691	)	6(f)		43		6(e)		(2,308	)
Interest expense to affiliates		(294	)		—			—				195		6(f)		—				(99	)
Interest income		12			—			62		4(i)		—				—				74
Other income (expense), net		(54	)		33			(62	)	4(i)		—				—				(83	)

Total other expense, net		(783	)		(1,180	)		—				(496	)			43				(2,416	)

Income before income taxes		1,949			(129	)		—				(496	)			287				1,611
Income tax benefit (expense)		(496	)		365			—				107		6(g)		(59	)	6(g)		(83	)

Net income		1,453			236			—				(389	)			228				1,528
Less net loss attributable tonon-controlling interest		—			9			—				—				—				9

Net income	$	1,453		$	245		$	—			$	(389	)		$	228			$	1,537

Earnings per share
Basic	$	1.71		$	0.06														$	1.21
Diluted	$	1.69		$	0.06														$	1.20
Weighted-average shares outstanding
Basic		851,420,686			4,002,333,333															1,269,708,909		6(h)
Diluted		858,728,832			4,073,000,000															1,284,320,274		6(h)

See accompanying notes to unaudited pro forma condensed combined financial information.

247

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2017

(Amounts in millions, except per share and shares outstanding data)


	Historical
	T-Mobile US, Inc.			Sprint Corporation															Pro Forma Combined
	Year Ended December 31, 2017			Year Ended March 31, 2018			Reclassification Adjustments				Financing Adjustments				Pro Forma Adjustments				Year Ended December 31, 2017
Revenues
Total service revenues	$	30,160		$	23,834		$	(421	)	4(e)	$	—			$	(173	)	6(a)	$	53,400
Equipment revenues		9,375			—			8,572		4(f)		—				—				17,947
Equipment sales		—			4,524			(4,524	)	4(f)		—				—				—
Equipment rentals		—			4,048			(4,048	)	4(f)		—				—				—
Other revenues		1,069			—			421		4(e)		—				—				1,490

Total revenues		40,604			32,406			—				—				(173	)			72,837

Operating Expenses
Cost of services, exclusive of depreciation and amortization shown separately below		6,100			6,801			—				—				(119	)	6(a)		12,782
Cost of equipment rentals (exclusive of depreciation below)		—			493			(493	)	4(h)		—				—				—
Cost of equipment sales		11,608			6,109			—				—				—				17,717
Selling, general and administrative		12,259			8,087			88		4(g)		—				(63	)	6(c)		20,371
Depreciation and amortization		5,984			—			9,073		4(h)		—				(432	)	6(d)		14,625
Gains on disposal of spectrum licenses		(235	)		—			(479	)	4(g)		—				—				(714	)
Severance and exit costs		—			80			(80	)	4(g)		—				—				—
Depreciation—network and other		—			3,976			(3,976	)	4(h)		—				—				—
Depreciation—equipment rentals		—			3,792			(3,792	)	4(h)		—				—				—
Amortization		—			812			(812	)	4(h)		—				—				—
Other, net		—			(471	)		471		4(g)		—				—				—

Total operating expense		35,716			29,679			—				—				(614	)			64,781

Operating income		4,888			2,727			—				—				441				8,056

Other income (expense)
Interest expense		(1,111	)		(2,365	)		—				(1,078	)	6(f)		81		6(e)		(4,473	)
Interest expense to affiliates		(560	)		—			—				201		6(f)		—				(359	)
Interest income		17			—			85		4(i)		—				—				102
Other income, net		(73	)		(59	)		(85	)	4(i)		—				—				(217	)

Total other expense, net		(1,727	)		(2,424	)		—				(877	)			81				(4,947	)

Income before income taxes		3,161			303			—				(877	)			522				3,109
Income tax benefit (expense)		1,375			7,074			—				311		6(g)		(186	)	6(g)		8,574

Net income		4,536			7,377			—				(566	)			336				11,683
Less net loss attributable tonon-controlling interest		—			12			—				—				—				12

Net income	$	4,536		$	7,389		$	—			$	(566	)		$	336			$	11,695

Earnings per share
Basic	$	5.39		$	1.85														$	9.35
Diluted	$	5.20		$	1.81														$	9.03
Weighted-average shares outstanding
Basic		831,850,073			3,999,000,000															1,250,138,296		6(h)
Diluted		871,787,450			4,078,000,000															1,295,542,049		6(h)

See accompanying notes to unaudited pro forma condensed combined financial information.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1.

Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with GAAP and pursuant to SEC RegulationS-X Article 11.T-Mobile’s fiscal year end is December 31 and Sprint’s fiscal year end is March 31. The unaudited pro forma condensed combined balance sheet as of June 30, 2018 combines the historical unaudited condensed consolidated balance sheet ofT-Mobile as of June 30, 2018 and historical unaudited consolidated balance sheet of Sprint as of June 30, 2018, giving effect to (i) the merger transactions as if they had been completed on June 30, 2018 and (ii) the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2018 and the fiscal year ended December 31, 2017 give effect to (i) the merger transactions as if they been completed on January 1, 2017, the beginning ofT-Mobile’s most recently completed fiscal year and (ii) the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018 was prepared usingT-Mobile’s historical unaudited condensed consolidated statement of operations for the six months ended June 30, 2018, Sprint’s historical unaudited condensed consolidated statement of operations for the three months ended June 30, 2018, Sprint’s historical audited consolidated statement of operations for the year ended March 31, 2018, and Sprint’s historical unaudited condensed consolidated statement of operations for the nine months ended December 31, 2017. Sprint’s unaudited condensed consolidated statement of operations for the six months ended June 30, 2018 was derived by subtracting the historical unaudited condensed consolidated statement of operations for the nine months ended December 31, 2017 appearing in Sprint’s Quarterly Report on Form10-Q filed with the SEC on February 6, 2018 from the audited consolidated statement of operations for the fiscal year ended March 31, 2018 appearing in Sprint’s Annual Report onForm 10-K filed with the SEC on May 24, 2018, and adding the historical unaudited condensed consolidated statement of operations for the three months ended June 30, 2018 appearing in Sprint’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018. Because the difference betweenT-Mobile’s and Sprint’s fiscal year end dates is less than 93 days, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 was prepared usingT-Mobile’s historical audited consolidated statement of operations for the year ended December 31, 2017 and Sprint’s historical audited consolidated statement of operations for the year ended March 31, 2018, as permitted under Rule11-02 of RegulationS-X. However, given the different fiscal year ends ofT-Mobile and Sprint, the Sprint historical unaudited condensed consolidated statement of operations for the three months ended March 31, 2018 has been included in both the fiscal year ended December 31, 2017 and the six months ended June 30, 2018 pro forma condensed combined statements of operations. Sales and net income for Sprint for the three months ended March 31, 2018 were $8,083 million and $69 million, respectively.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting in accordance with the business combination accounting guidance as provided in FASB ASC Topic 805,Business Combinations (which we refer to as “ASC 805”), withT-Mobile treated as the accounting acquirer and Sprint as the accounting acquiree. The unaudited pro forma condensed combined financial information may differ from the final purchase accounting for a number of reasons, including the fact that the estimates of fair values of assets and liabilities acquired are preliminary and subject to change when the formal valuation and other studies are finalized. The differences that may occur between the preliminary estimates and the final purchase accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

The historical financial information has been adjusted to give effect to matters that are (i) directly attributable to the merger transactions, (ii) factually supportable and (iii) with respect to the statements of operations, expected to have a continuing impact on the operating results of the combined company. The

249

unaudited pro forma condensed combined financial information does not give effect to the potential impact of any anticipated synergies, operating efficiencies or cost savings that may result from the merger transactions or of any integration costs.

This unaudited pro forma condensed combined financial information should be read in conjunction with:

•

the separate historical unaudited condensed consolidated financial statements ofT-Mobile as of and for the six months ended June 30, 2018, included inT-Mobile’s Quarterly Report onForm 10-Q filed with the SEC on August 1, 2018;

•

the separate historical audited consolidated financial statements ofT-Mobile as of and for the year ended December 31, 2017, included inT-Mobile’s Annual Report onForm 10-K filed with the SEC on February 8, 2018, as updated byT-Mobile’s Current Report on Form8-K filed with the SEC on June 18, 2018;

•

the separate historical unaudited condensed consolidated financial statements of Sprint as of and for the three months ended June 30, 2018, included in Sprint’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018;

•

the separate historical audited consolidated financial statements of Sprint as of and for the year ended March 31, 2018, included in Sprint’s Annual Report onForm 10-K filed with the SEC on May 24, 2018; and

•

the separate historical unaudited condensed consolidated financial statements of Sprint as of and for the nine months ended December 31, 2017, included in Sprint’s Quarterly Report onForm 10-Q filed with the SEC on February 6, 2018.

Note 2.

Significant Accounting Policies

The accounting policies used in the preparation of this unaudited pro forma condensed combined financial information are those set out in T-Mobile’s audited consolidated financial statements as of and for the year ended December 31, 2017 and T-Mobile’s unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2018. Management has determined that certain adjustments, including those described in Notes 4 and 5, are necessary to conform Sprint’s financial statements to the accounting policies used byT-Mobile in the preparation of the unaudited pro forma condensed combined financial information. The adjustment amounts are subject to change as further assessment is performed and finalized for purchase accounting. These reclassifications and adjustments have no effect on previous reported total assets, total liabilities, shareholders’ equity or income from continuing operations ofT-Mobile or Sprint.

T-Mobile adopted FASB Accounting Standards Update 2014-09 the new revenue standard on January 1, 2018, while Sprint adopted the new revenue standard on April 1, 2018. The pro forma condensed combined financial information for the six months ended June 30, 2018 includes pro forma adjustments to adjust Sprint’s historical financial results to reflect the adoption of the new revenue standard as of January 1, 2018, consistent with the adoption date ofT-Mobile, usingT-Mobile’s revenue accounting policies.

As part of the application of ASC 805,T-Mobile will conduct a more detailed review of Sprint’s accounting policies in an effort to determine if differences in accounting policies require further reclassification or adjustment of Sprint’s results of operations or reclassification or adjustment of assets or liabilities to conform toT-Mobile’s accounting policies and classifications. Therefore,T-Mobile may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information. In certain cases, the information necessary to evaluate the differences in accounting policies and the impacts thereof may not be available until after the merger transactions are completed.

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Note 3.

Calculation of Estimated Merger Consideration and Preliminary Purchase Price Allocation of the Merger Transactions

Estimated Merger Consideration

The fair value of consideration to be transferred upon completion of the merger transactions will include the fair value ofT-Mobile common stock to be issued to Sprint stockholders pursuant to the business combination agreement and the fair value of Sprint equity awards assumed forpre-combination service, the fair value of the specified Sprint warrant, and repayment of a portion of Sprint’s debt, which is due at closing as a result of the change in control transaction. The estimated merger consideration is as follows:


	(dollars in millions)
Estimated value ofT-Mobile common stock to be issued to Sprint stockholders pursuant to the business combination agreement	$	28,590	⁽¹⁾
Estimated value ofT-Mobile replacement equity awards attributable to precombination service		243	⁽²⁾
Estimated value of specified Sprint warrant		8	⁽³⁾
Estimated repayment of Sprint’s debt (including accrued interest and prepayment penalties)		10,774	⁽⁴⁾

Preliminary estimated merger consideration	$	39,615

(1)

Represents the estimated fair value ofT-Mobile common stock to be issued to Sprint stockholders pursuant to the business combination agreement. The estimate is based on 4,068,421,433 shares of Sprint common stock issued and outstanding as of August 6, 2018, along with options and restricted stock units that are expected to vest by the closing date of the merger transactions, an exchange ratio of 0.10256 shares ofT-Mobile common stock per share of Sprint common stock, and the closing price per share ofT-Mobile common stock on NASDAQ on September 19, 2018 of $68.35.

(2)

Represents the portion of the fair value of stock options, restricted stock units and performance-based restricted stock units attributable topre-combination services that will be assumed byT-Mobile upon completion of the merger transactions. ASC 805 requires that the fair value of replacement awards attributable topre-combination service be included in the consideration transferred.

(3)	Represents the assumption byT-Mobile of the specified Sprint warrant.

(4)	Represents the total estimated cash consideration to be paid concurrent with the closing of the merger transactions to retire certain Sprint debt with an outstanding balance of approximately $10.5 billion, plus interest, prepayment penalties, and related consent fees.

The final estimated merger consideration could significantly differ from the amounts presented in the unaudited pro forma condensed combined financial information due to movements in the price ofT-Mobile common stock price up to the closing date of the merger transactions. A sensitivity analysis related to the fluctuation in the price ofT-Mobile common stock was performed to assess the impact a hypothetical change of 10% on the volume weighted average trading price ofT-Mobile common stock on NASDAQ for the ten consecutive trading days ending on (and including) September 19, 2018 would have on the estimated merger consideration and goodwill as of the closing date of the merger transactions.

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The following table shows the effect of an increase or decrease of 10% in the price per share of T-Mobile common stock on the estimated merger consideration and estimated goodwill:


Change in Price per Share ofT-Mobile Common Stock	Price per Share of T-Mobile Common Stock		Estimated Merger Consideration		Estimated Goodwill
	(dollars in millions, except stock price)
Increase of 10%	$	75.19	$	42,474	$	9,331
Decrease of 10%	$	61.52	$	36,756	$	3,613

Preliminary Purchase Price Allocation

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Sprint are recorded at the merger transactions date fair values and added to those ofT-Mobile. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the merger transactions. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Sprint,T-Mobile used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. The allocation is dependent upon certain valuation and other studies that have not yet been finalized. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed, and such differences could be material.

The following table sets forth a preliminary allocation of the purchase price to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of Sprint using Sprint’s unaudited consolidated balance sheet as of June 30, 2018, with the excess recorded to goodwill:


Purchase price allocation	(dollars in millions)
Cash and cash equivalents	$	3,947
Short-term investments		4,008
Accounts receivable		2,615
Equipment installment plan receivables		742
Accounts receivable from affiliates		133
Inventories		622
Other current assets		665
Property and equipment		15,337
Spectrum licenses		42,000
Other intangible assets		7,096
Equipment installment plan receivables due after one year		139
Other assets		745

Total assets		78,049
Accounts payable and accrued liabilities		(5,242	)
Payable to affiliates		(87	)
Short-term debt		(2,842	)
Deferred revenue		(1,204	)
Other current liabilities		(41	)
Long-term debt		(27,825	)
Tower obligations		(99	)
Deferred tax liabilities		(5,208	)
Other long-term liabilities		(2,306	)

Total liabilities		(44,854	)
Stockholders’ equity attributable to NCI		(52	)

Net assets acquired (a)		33,143

Estimated merger consideration (b)		39,615

Estimated goodwill (b)- (a)	$	6,472

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Goodwill represents excess of merger consideration over the fair value of the underlying net assets acquired. In accordance with FASB ASC Topic 350,Goodwill and Other Intangible Assets, goodwill is not amortized, but instead is reviewed for impairment at least annually, absent any indicators of impairment. Goodwill is attributable to the assembled workforce of Sprint, planned growth in new markets and synergies expected to be achieved from the combined operations ofT-Mobile and Sprint. Goodwill recorded in the merger transactions is not expected to be deductible for tax purposes.

The pro forma historical net assets adjustments as shown above are further described below in Notes 5 and 6.

The deferred tax liabilities represent the deferred tax impact associated with the differences in book and tax basis, including incremental differences created from the preliminary purchase price allocation and acquired net operating losses. Deferred taxes associated with estimated fair value adjustments reflect an estimated blended federal and state tax rate, net of tax effects on state valuation allowances. For balance sheet purposes, where U.S. tax rates were used, rates were based on recently enacted U.S. tax law, and for statement of operations purposes, where U.S. tax rates were used, rates were based on the tax laws applicable to the respective periods. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including post-acquisition activities, cash needs, the geographical mix of income and changes in tax law. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

Intangible Assets

Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consist of the following:


Intangible Assets	Approximate Fair Value		Estimated Useful Life
	(dollars in millions)		(in years)
Spectrum licenses	$	42,000		N/A
Trademarks		1,132		1.5-29
Customer relationships		5,100		9
Spectrum favorable leases		641		23
Other intangibles		223		5-10

Total	$	49,096

The amortization related to the identifiable intangible assets is reflected as a pro forma adjustment in the unaudited pro forma condensed combined statements of operations based on the estimated useful lives above and as further described in Note 6(d). The identifiable intangible assets and related amortization are preliminary and are based on management’s estimates after consideration of similar transactions. As discussed above, the amount that will ultimately be allocated to identifiable intangible assets, and the related amount of amortization, may differ materially from this preliminary allocation. In addition, the amortization impacts will ultimately be based upon the periods in which the associated economic benefits or detriments are expected to be derived or, where appropriate, based on the use of a straight-line method orsum-of-the-years’ digits method. Therefore, the amount of amortization following the merger transactions may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

Note 4.

Reclassification Adjustments

The following reclassification adjustments were made to conform the presentation of Sprint’s financial information toT-Mobile’s presentation:

(a)

To reclassify $742 million and $139 million of equipment installment plan receivables from accounts receivable and other assets, respectively, to current equipment installment plan receivables and equipment installment plan receivables due after one year, respectively.

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(b)

To reclassify $3,143 million of accounts payable and $3,658 million of accrued expenses and other current liabilities, of which $5,292 million, $87 million, $1,349 million and $73 million was reclassified to accounts payable and accrued liabilities, payables to affiliates, deferred revenue, and other current liabilities, respectively.

(c)

To reclassify $130 million of accounts receivable and $3 million of other current assets to accounts receivable from affiliates.

(d)

To reclassify $99 million of long-term tower obligations from long-term debt to tower obligations.

(e)

To reclassify $103 million of commissions earned from consigned inventory agreements and $35��million of imputed interest for equipment financing from service revenues to other revenues, and $154 million of commissions earned from consigned inventory agreements and $267 million of imputed interest for equipment financing from service revenue to other revenues for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively.

(f)

To reclassify $2,348 million and $2,254 million of equipment rentals and equipment sales, respectively, to equipment revenues for the six months ended June 30, 2018.

To reclassify $4,048 million and $4,524 million of equipment rentals and equipment sales, respectively, to equipment revenues for the year ended December 31, 2017.

(g)

Reclassifications to selling, general and administrative from other, net of $308 million for the six months ended June 30, 2018. Reclassifications to selling, general and administrative totaled $88 million for the year ended December 31, 2017 and included $80 million of severance and exit costs and $8 million of other, net, consisting of changes in legal reserves, legal settlement and construction in progress write-off. The remaining balance of $479 million of other, net for the year ended December 31, 2017 was reclassified to gains on disposal of spectrum licenses.

(h)

To reclassify $4,234 million and $7,768 million of depreciation expense for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively, $355 million and $812 million of amortization expense for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively, $270 million and $493 million of cost of equipment rentals for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively, to depreciation and amortization.

(i)

To reclassify $62 million and $85 million of interest income in other income, net to interest income for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively.

Note 5.

Notes to Unaudited Pro Forma Condensed Combined Balance Sheet

(a)

Represents adjustments to the combined company cash balance, including (i) net proceeds fromT-Mobile’s new debt financing, (ii) repayment of a portion of Sprint’s debt instruments anticipated to be repaid in connection with the closing of the merger transactions, including any fees associated with the repayment, and(iii) T-Mobile and Sprint transaction costs anticipated to be paid by each party in connection with completing the merger transactions. Included in the $138 million and $431 million cash outflow forT-Mobile and Sprint transaction costs anticipated to be paid in connection with the merger transactions, respectively, is the settlement of $29 million and $32 million of transaction costs previously accrued for within other current liabilities in the historicalT-Mobile and Sprint balance sheets, respectively.


	(dollars in millions)
Cash proceeds from new debt financing, net of debt issuance costs (footnote 5c)	$	25,666
Repayment of T-Mobile debt—elimination of short-term debt		(320	)

254


	(dollars in millions)
Repayment of T-Mobile debt—elimination of long-term debt		(8,000	)
Repayment ofT-Mobile debt—elimination of accrued interest		(62	)
Repayment of Sprint debt—elimination of short-term debt		(1,981	)
Repayment of Sprint debt—elimination of long-term debt		(8,563	)
Repayment of Sprint debt—elimination of accrued interest		(50	)
Payment of prepayment penalties		(180	)

Net cash inflow related to financing	$	6,510

T-Mobile transaction costs anticipated to be paid	$	(138	)
Sprint transaction costs anticipated to be paid		(431	)

Net cash outflow	$	(569	)

Settlement of T-Mobile accrued transaction costs	$	(29	)
Settlement of Sprint accrued transaction costs		(32	)

Total settlement of accrued transaction costs	$	(61	)

(b)

Reflects the elimination of Sprint’s deferred cost of goods sold and deferred financing costs on Sprint’s historical balance sheet as a result of purchase accounting.

(c)

Reflects adjustments to (i) current and long-term deferred financing cost assets and (ii) current and long-term debt expected to be issued as a result of the merger transactions. The adjustments include the repayment of certain existingT-Mobile and Sprint debt, including any remaining original issue discount and the issuance of anticipated borrowings to fund theT-Mobile merger transactions, net of estimated original issue discounts.

In connection with the merger transactions,T-Mobile currently intends to repay or redeem approximately $10.5 billion of Sprint’s outstanding debt at closing and to assume Sprint’s remaining outstanding debt of approximately $29.8 billion.T-Mobile also has agreed to repay or redeem approximately $8.3 billion of existing debt provided by Deutsche Telekom.

The originally anticipated debt consisted of $38.0 billion in secured and unsecured debt financing, including a $4.0 billion secured revolving credit facility (which we refer to as the “revolving credit facility”) which will not be drawn on initially, a $7.0 billion secured term loan facility (which we refer to as the “term loan facility” and, together with the revolving credit facility, the “senior secured credit facilities”), a $19.0 billion secured bridge loan facility (which we refer to as the “secured bridge facility”) and a $8.0 billion unsecured bridge loan facility (which we refer to as the “unsecured bridge facility”, and together with the secured bridge facility, the “bridge facilities”; and the bridge facilities together with the senior secured credit facilities, the “facilities”). On May 22, 2018,T-Mobile delivered a notice to the commitment parties pursuant to which the entire $8.0 billion unsecured bridge loan facility was reallocated to be part of the secured bridge loan facility, increasing the size of the secured bridge loan facility to $27.0 billion. Subsequently, on June 6, 2018,T-Mobile delivered a notice to the commitment parties pursuant to which the commitments under the secured bridge facility decreased by $8.0 billion, such that the remaining size of the secured bridge facility is $19.0 billion. As such, $26.0 billion will be the balance reflected for the new debt outstanding as of June 30, 2018, consisting of the $19.0 billion bridge facility and a $7.0 billion term loan.

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The adjustments to assets and current and long-term debt reflected in the unaudited pro forma condensed combined balance sheet are summarized as follows:


	(dollars in millions)
New debt—debt issuance costs current (revolving credit facility)	$	2

Financing adjustments to other current assets	$	2

Repayment of Sprint debt—issuance costswrite-off	$	(21	)
New debt—debt issuance costs (revolving credit facility)	$	8

Financing adjustments to total long-term assets	$	(13	)

Repayment of Sprint debt—elimination of accrued interest	$	(50	)
Repayment ofT-Mobile debt—elimination of accrued interest		(62	)

Financing adjustments to accounts payable and accrued liabilities	$	(112	)

Repayment of Sprint debt—elimination of short-term debt	$	(1,981	)
Repayment of Sprint debt—elimination of short-term debt (unamortized premium)		(23	)
New debt—short-term		19,052
New debt—short-term (debt issuance costs)		(182	)

Financing adjustments to short-term debt	$	16,866

Repayment ofT-Mobile debt—elimination of short-term debt	$	(320	)

Financing adjustments to short-term debt to affiliates	$	(320	)

New debt—long-term	$	6,947
New debt—long-term (debt issuance costs)		(141	)
Repayment of Sprint debt—elimination of long-term debt		(8,563	)
Repayment of Sprint debt—elimination of long-term debt (debt issuance costs)		92

Repayment of Sprint debt—elimination of long-term debt (unamortized premium)		(43	)

Financing adjustments to long-term debt	$	(1,708	)

Repayment ofT-Mobile debt—elimination of long-term debt	$	(8,000	)
Repayment ofT-Mobile debt—elimination of long-term debt (unamortized premium)		(56	)

Financing adjustments to long-term debt to affiliates	$	(8,056	)

(d)

Reflects adjustments to accumulated deficit to record (i) a gain on extinguishment ofT-Mobile debt of $56 million and (ii) a loss on the payment of prepayment penalties and thewrite-off of debt issuance costs in connection with the repayment of the portion of Sprint debt that will not be assumed as part of the merger transactions, totalling $227 million. Amounts related to the repayment of Sprint’s debt do not impact pro forma combined company accumulated deficit, as Sprint’s accumulated deficit is eliminated as part of acquisition accounting adjustments. See adjustment 5(j).

(e)

These adjustments reflect differences in the amortization periods used by Sprint and T-Mobile for the contract assets associated with revenue recognition under ASC 606, whereby T-Mobile amortizes certain contract assets over a shorter period than Sprint, thereby resulting in a reduction to Sprint’s

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contract assets. Additionally, these adjustments reflect the adoption of ASC 606 in conformity with T-Mobile’s adoption date on January 1, 2018.

(f)

Reflects adjustments to arrive at the estimated fair value, largely based on benchmarking analysis of other similar transactions, of the property, plant and equipment, intangible assets and debt of Sprint. The fair value of property and equipment was estimated using a market participant assumption that a significant amount of Sprint’s assets would be decommissioned upon completion of the merger transactions. The combination of T-Mobile’s and Sprint’s networks is expected to result in rationalization of Sprint’s property and equipment for reasons such as redundant cell site locations, abandonment of projects and duplicative assets, which is viewed as consistent with the plans of market participants. For example, the carrying value of property and equipment at redundant cell site locations includes items such as site improvement costs which have a fair value that is estimated to be less than carrying value as these assets do not have an alternative use and are not expected to be used over their current remaining useful life. Goodwill represents the difference between the fair value of the estimated merger consideration and the fair value of the assets acquired and liabilities assumed in the merger transactions.


Property and Equipment	Historical Carrying Value (June 30, 2018)		Fair Value		Pro Forma Adjustment
	(dollars in millions)
Land	$	223	$	260	$	37
Network equipment, site costs and related software		9,783		5,230		(4,553	)
Building and improvements		445		660		215
Non-network software, office equipment, leased devices and other		6,994		6,930		(64	)
Construction in progress and network asset inventory		3,093		2,257		(836	)

Total property and equipment pro forma adjustment					$	(5,201	)


	(dollars in millions)
Goodwill—elimination of historical	$	(6,586	)

Goodwill—fair value		6,472

Total goodwill pro forma adjustment	$	(114	)


	(dollars in millions)
Intangible assets—fair value of Spectrum licenses	$	42,000
Intangible assets—elimination of historical FCC licenses and other	$	(41,368	)
Intangible assets—elimination of definite-lived intangible assets	$	(2,245	)
Intangible assets—fair value of other intangible assets	$	7,096
Assumed Sprint debt—fair valuestep-up	$	667

(g)

Reflects the elimination of Sprint’s costs to acquire a customer contract on Sprint’s historical balance sheet as a result of purchase accounting.

(h)

Reflects the fair value adjustment for Sprint’s deferred revenue as a result of purchase accounting.

(i)

Reflects a net increase in deferred tax assets of $2,416 million primarily as a result of a reduction in Sprint’s valuation allowance, which is based on assumed taxable income of the combined entity. The adjustment additionally reflects a $201 million net increase in deferred tax assets associated with the incremental differences between book and tax basis created from the preliminary purchase price

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allocation, $16 million to reflect a net decrease in deferred tax assets as a result of the elimination ofT-Mobile historical interest for debt paid off, and $64 million to reflect a net decrease in deferred tax assets as a result of an increase in T-Mobile’s valuation allowance. Deferred taxes on Sprint’spre-tax pro forma adjustments were established based on an estimated blended federal and state statutory tax rate of 21.5%, net of tax effects on state valuation allowance. The estimated blended federal and state tax rate is not necessarily indicative of the effective tax rate of the combined company.

(j)

Reflects the elimination of Sprint’s deferred rent balance of $1,053 million on Sprint’s historical balance sheet as a result of purchase accounting.

(k)

Reflects the elimination of Sprint’s historical common stock, capital in excess of par value and accumulated other comprehensive income, as well as an adjustment to reflect the vesting of certainT-Mobile employee performance-based restricted stock unit awards granted in connection with the business combination agreement, which will vest 50% upon closing of the merger. For the adjustment for performance-based restricted stock unit awards,T-Mobile concluded that these new compensation arrangements were directly attributable to the merger transactions and factually supportable, and as such should be reflected in the pro forma condensed combined balance sheet to reflect the portion of the awards that will vest upon closing of the merger transactions.


	(dollars in millions)
Elimination of Sprint historical common stock	$	(40	)
Elimination of Sprint historical accumulated other comprehensive income	$	317
Elimination of Sprint historical additionalpaid-in capital	$	(27,938	)
Estimated value ofT-Mobile common stock issued for outstanding shares of Sprint common stock		28,590
Estimated value ofT-Mobile replacement equity awards attributable to precombination service		243
Estimated value of specified Sprint warrant		8
Adjustment forT-Mobile performance-based restricted stock unit awards		31

Adjustment to additionalpaid-in capital	$	934

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(l)

Reflects the adjustment to (i) eliminate Sprint’s historical accumulated deficit after pro forma adjustments,(ii) T-Mobile’s accumulated deficit to recordT-Mobile deferred taxes,(iii) T-Mobile’s accumulated deficit to record the partial vesting of employee performance-based restricted stock unit awards granted in connection with the business combination agreement which will vest 50% upon completion of the merger transactions and(iv) T-Mobile’s accumulated deficit to record transaction costs. The transaction costs primarily consist of fees for investment banking, legal and accounting services. The adjustments for transaction costs and theone-time vesting of performance-based restricted stock unit awards that will vest upon closing of the merger transactions are not reflected in the unaudited pro forma condensed combined statements of operations because they are nonrecurring items that are directly attributable to the merger transactions. The adjustment to accumulated deficit is as follows:


	(dollars in millions)
Elimination of Sprint Accumulated deficit after adjustments	$	(9	)
Adjustment forT-Mobile deferred taxes to Accumulated deficit		(80	)
Adjustment forT-Mobile performance-based restricted stock unit awards to Accumulated deficit		(31	)
Adjustment forT-Mobile transaction costs to Accumulated deficit		(109	)

Total adjustment to Accumulated deficit	$	(229	)

Note 6.

Notes to Unaudited Pro Forma Condensed Combined Statements of Operations

(a)

Reflects a reduction in revenues and costs due to the elimination of deferred revenues and costs recognized in the historical financial statements of Sprint that are not eligible for recognition in purchase accounting as they represent amounts collected and incurred in prior periods for which there is no future performance obligation or economic benefit, as applicable. As a result, amortization associated with these items has been eliminated.

(b)

Upon adoption of ASC 606T-Mobile and Sprint capitalize incremental costs to acquire a contract. As T-Mobile’s amortization period for these capitalized costs is generally shorter than Sprint’s amortization period, this adjustment reflects an acceleration of expenses associated with costs to acquire a contract.

For certain device sales to dealers, Sprint and T-Mobile provide a payment (reimbursement) for discounts subsequently passed on to an end customer. Sprint records an asset and recognizes these payments as a reduction of service revenue. T-Mobile views these payments as variable consideration in the sale of a device to its dealers and reduces equipment revenue at the point of sale to the dealer. Certain manufacturer payments received by Sprint have also been reclassified to reduce cost of goods sold.

In addition, Sprint generally does not impute interest on its equipment installment plan receivables under ASC 606, whileT-Mobile does, resulting in a difference in application of ASC 606 reflected in this adjustment.

(c)

Reflects the adjustments to (i) reversenon-recurring transaction costs, which were recorded inT-Mobile and Sprint’s selling, general and administrative expenses, and (ii) stock-based compensation expense for the post-combination portion of Sprint’s equity awards assumed byT-Mobile. The historic stock-based compensation expense recorded for the periods ending December 31, 2017 and March 31, 2018 was higher than the estimated value of the replacement post-combination expense for Sprint’s equity awards, as the share price pertaining to the historic periods presented was higher than the current share price utilized to calculate the replacement estimate. This adjustment also reflects additional stock compensation expense for additional grants of performance-based restricted stock units to four

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T-Mobile executives in connection with the transactions contemplated by the business combination agreement, of which 50% will vest subsequent to the closing of the merger transactions. However, the pro forma condensed combined statements of operations do not include the $37 million expense for the first 50% of the additional shares granted that vest upon closing of the merger transactions, because these items will not have a continuing impact on the combined company. The new stock-based compensation expense is amortized on astraight-line basis over the remaining vesting periods. The transaction costs reflected in historical statements of operations and the adjustment to stock-based compensation expense are as follows:


	Pro Forma Six Months Ended June 30, 2018			Pro Forma 12 Months Ended December 31, 2017
	(dollars in millions)			(dollars in millions)
Reversal ofT-Mobile transaction costs	$	(43	)	$	(9	)
Reversal of Sprint transaction costs		(98	)		(25	)
Adjustment to stock-based compensation expense from equity-based awards		(34	)		(45	)
Adjustment forT-Mobile performance-based restricted stock unit awards expense		8			16

Total adjustment to Selling, general and administrative expense	$	(167	)	$	(63	)

(d)

Represents the adjustments to record (i) the elimination of historical depreciation and recognition of new depreciation expense based on the fair value of property, plant and equipment and (ii) the elimination of historical amortization expense and recognition of new amortization expense related to identifiable intangible assets calculated on a straight-line basis, except for customer relationships, which is calculated using thesum-of-the-years’ digits method. The amortization expense for customer relationships, which is not calculated on a straight-line basis, for the 5 years post-acquisition are $1,020 million for 2017, $907 million for 2018, $793 million for 2019, $680 million for 2020 and $567 million for 2021. The depreciation of property, plant and equipment is based on the estimated remaining useful lives of the assets, and is calculated on a straight-line basis. The amortization of intangible assets is based on the periods over which the economic benefits of the intangible assets are expected to be realized.


	Pro Forma Six Months Ended June 30, 2018			Pro Forma 12 Months Ended December 31, 2017
	(dollars in millions)			(dollars in millions)
Reversal of Sprint’s historical property and equipment depreciation—network and other	$	(2,038	)	$	(3,976	)
Reversal of Sprint’s historical property and equipment depreciation—equipment rentals		(2,196	)		(3,792	)
Depreciation of purchased property and equipment assets		3,404			6,808
Reversal of Sprint’s historical intangible asset amortization		(351	)		(799	)
Amortization of purchased identifiable intangible assets		607			1,327

Total intangible asset amortization and property and equipment depreciation expense	$	(574	)	$	(432	)

(e)

Reflects the adjustment to interest expense to accrete the interest related to the fair value of Sprint debt assumed byT-Mobile.

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(f)

Reflects the adjustments to (i) reverse interest expense associated with the anticipated repayment of Sprint andT-Mobile’s existing debt and modifiedT-Mobile notes, (ii) recognition of new interest expense associated with the new debt financing and (iii) recognition of new interest expense associated with the modifiedT-Mobile notes.


	Pro Forma Six Months Ended June 30, 2018			Pro Forma 12 Months Ended December 31, 2017
	(dollars in millions)			(dollars in millions)
Elimination of historical interest expense related to repayment ofT-Mobile’s debt	$	266		$	356
Interest expense related toT-Mobile’s modified notes		(71	)		(155	)

Financing adjustments to interest expense to affiliates		195			201

Elimination of historical interest expense related to repayment of Sprint’s debt	$	256		$	486
Interest expense related to new debt financing		(947	)		(1,564	)

Financing adjustments to interest expense	$	(691	)	$	(1,078	)

A sensitivity analysis on interest expense for the six months ended June 30, 2018 and the year ended December 31, 2017 has been performed to assess the effect of a change of 1/8% of the hypothetical interest rate would have on interest expense. The interest rates assumed for purposes of preparing this pro forma financial information related to the new revolving credit facility, term loan facility and secured bridge facility are approximately 3.6%, 4.1% and 3.6% as of June 30, 2018, respectively. These rates are comprised of the three-month LIBOR rate of 2.35% as of September 19, 2018, plus certain margins specified in the facility agreements, including an increase of 0.25% to the secured bridge facility margin on a quarterly basis. A 1/8% increase or decrease in interest rates would result in a change in interest expense of approximately $16 million for the six months ended June 30, 2018 and approximately $32 million for the year ended December 31, 2017.

(g)

A blended federal and state statutory tax rate of 21.5% and 35.5%, net of tax effects on the state valuation allowance, for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively, has been assumed for the pro forma adjustments. The blended tax rate is not necessarily indicative of the effective tax rate of the combined company. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-acquisition activities, cash needs, the geographical mix of income and changes in tax law.

(h)

Represents the pro forma weighted average shares outstanding that have been calculated using the historical weighted average shares ofT-Mobile common stock outstanding and the additionalT-Mobile equity awards estimated to be issued in conjunction with the merger transactions, assuming those shares and awards were outstanding for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively.


Pro Forma Basic Weighted Average Shares	Pro Forma Six Months Ended June 30, 2018		Pro Forma 12 Months Ended December 31, 2017
HistoricalT-Mobile weighted average shares outstanding—basic		851,420,686		831,850,073
Shares ofT-Mobile common stock to be issued to Sprint stockholders pursuant to the business combination agreement		425,167,612		425,167,612

Pro forma weighted average shares—basic		1,269,708,909		1,250,138,296

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Pro Forma Diluted Weighted Average Shares	Pro Forma Six Months Ended June 30, 2018		Pro Forma 12 Months Ended December 31, 2017
HistoricalT-Mobile weighted average shares—diluted		858,728,832		871,787,450
Shares ofT-Mobile common stock to be issued to Sprint stockholders pursuant to the business combination agreement		418,288,223		418,288,223
Diluted impact ofT-Mobile’s stock options and awards to replace Sprint’s stock options		816,159		811,649
Diluted impact ofT-Mobile’s RSUs to replace Sprint’s RSUs and PSUs		6,487,060		4,654,727

Pro Forma weighted average shares—diluted		1,284,320,274		1,295,542,049

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COMPARATIVE PER SHARE MARKET PRICE INFORMATION

The table below sets forth, for the calendar quarters indicated, the high and low sales prices per share, as well as the dividend paid per share, ofT-Mobile common stock, which trades on NASDAQ under the symbol “TMUS,” and Sprint common stock, which trades on the NYSE under the symbol “S.”


	T-Mobile						Sprint
Calendar Period	High		Low		Cash Dividends Declared		High		Low		Cash Dividends Declared
2016
First quarter		41.23		33.23		—		4.19		2.18		—
Second quarter		44.13		37.93		—		4.56		3.30		—
Third quarter		48.11		42.71		—		7.03		4.36		—
Fourth quarter		59.19		44.91		—		8.98		5.83		—
2017
First quarter		65.41		55.30		—		9.65		8.13		—
Second quarter		68.88		59.59		—		9.22		7.32		—
Third quarter		65.47		59.13		—		8.92		7.50		—
Fourth quarter		64.64		54.60		—		8.00		5.42		—
2018
First quarter		66.52		57.06		—		6.01		4.81		—
Second quarter		65.68		55.09		—		6.62		4.81		—
Third quarter		70.88		57.89		—		6.61		5.35		—
Fourth quarter (through October 18, 2018)		70.94		66.01		—		6.61		6.16		—

On April 27, 2018, the last trading day before the public announcement of the signing of the business combination agreement, the closing sale price per share ofT-Mobile common stock on NASDAQ was $64.52 and the closing sale price per share of Sprint common stock on the NYSE was $6.50. On October 18, 2018, the latest practicable date before the date of this joint consent solicitation statement/prospectus, closing sale price per share ofT-Mobile common stock on NASDAQ was $68.77 and the closing sale price per share of Sprint common stock on the NYSE was $6.37.

TheT-Mobile board of directors has the power to determine the amount and frequency of the payment of dividends. Decisions regarding whether to pay dividends and the amount of any dividends are based on compliance with the DGCL, compliance with agreements governingT-Mobile’s indebtedness, earnings, cash requirements, results of operations, cash flows and financial condition and other factors that theT-Mobile board of directors considers important. WhileT-Mobile anticipates that if the merger were not completed it would continue not to pay dividends, there are no assurances that will be the case. Under the business combination agreement, until the effective time,T-Mobile is not permitted to declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock.

The Sprint board of directors has the power to determine the amount and frequency of the payment of dividends. Decisions regarding whether to pay dividends and the amount of any dividends are based on compliance with the DGCL, compliance with agreements governing Sprint’s indebtedness, earnings, cash requirements, results of operations, cash flows and financial condition and other factors that the Sprint board of directors considers important. While Sprint anticipates that if the merger were not completed it would continue not to pay dividends, there are no assurances that will be the case. Under the business combination agreement, until the effective time, Sprint is not permitted to declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock.

The above tables show only historical comparisons. Based on the closing price of a share ofT-Mobile common stock on NASDAQ on April 27, 2018, the last trading day before public announcement of the merger transactions, the implied value of the exchange ratio to Sprint stockholders was approximately $6.62 per share.

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As of [ ], 2018, and assuming that each share ofT-Mobile common stock will have a value equal to the closing price of a share ofT-Mobile common stock on NASDAQ on such date, the implied value of the exchange ratio to Sprint stockholders is approximately $[ ] per share. BecauseT-Mobile’s share price will fluctuate between now and the completion of the merger transactions, and because the exchange ratio is fixed and will not be adjusted to reflect changes inT-Mobile’s or Sprint’s share price, the value of theT-Mobile common stock received by Sprint stockholders in the merger transactions may differ from the implied value based on the share price on the date of the business combination agreement or on [ ], 2018. We urge you to obtain current share price quotations forT-Mobile common stock and Sprint common stock and to review carefully the other information contained in this joint consent solicitation statement/prospectus or incorporated by reference into this joint consent solicitation statement/prospectus in considering whether to approve theT-Mobile proposals and the Sprint proposals, as applicable. No assurance can be given concerning the market price ofT-Mobile common stock and Sprint common stock before or after the effective time.

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PRINCIPAL STOCKHOLDERS OFT-MOBILE

The table below shows the number of shares ofT-Mobile common stock beneficially owned as of the close of business on October 1, 2018, by each of theT-Mobile directors and named executive officers, as well as the number of shares beneficially owned by all of theT-Mobile directors and named executive officers as a group. Together, these individuals beneficially own less than 1% of theT-Mobile common stock outstanding.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Unless otherwise indicated below and except to the extent authority is shared by spouses under applicable law, toT-Mobile’s knowledge, each of the persons set forth below has sole voting and investment power with respect to all shares ofT-Mobile common stock shown as beneficially owned by him or her.


	Common Stock Beneficially Owned

Directors and Named Executive Officers⁽¹⁾	Common Stock		Percentage
J. Braxton Carter		115,916		*
Thomas Dannenfeldt		—		*
Srikant M. Datar⁽²⁾		28,782		*
Lawrence H. Guffey		20,782		*
Timotheus Höttges		—		*
Bruno Jacobfeuerborn		—		*
Thomas C. Keys		268,444		*
Raphael Kübler		—		*
Thorsten Langheim		—		*
John J. Legere		1,473,051		*
Neville R. Ray⁽³⁾		204,369		*
G. Michael Sievert		272,128		*
Olaf Swantee		—		*
Teresa A. Taylor		20,782		*
Kelvin R. Westbrook		20,782		*
All directors and executive officers as a group⁽¹⁹⁾		2,851,511		*

*	Represents less than 1%.

(1)	Unless otherwise indicated, the address of each person is c/oT-Mobile US, Inc., 12920 SE 38th Street, Bellevue, Washington 98006.

(2)	Includes 8,000 shares ofT-Mobile common stock held by Datar Investment LLC and 13,424 shares ofT-Mobile common stock held by Safari LLC. Mr. Datar is aco-manager of Datar Investment LLC and Safari LLC and has shared voting and investment power over the securities held by these entities.

(3)	Includes 6,250 shares ofT-Mobile common stock from vested RSUs that have been deferred.

Based on filings made under Sections 13(d) and 13(g) of the Exchange Act, as of October 1, 2018, the only person known byT-Mobile to be a beneficial owner of more than 5% of theT-Mobile common stock is as follows:


Name and Address of Beneficial Owner	Common Stock Beneficially Owned
Name and Address of Beneficial Owner	Common Stock		Percentage
Deutsche Telekom AG⁽⁴⁾ Friedrich-Ebert-Allee 140 53113 Bonn, Germany		538,590,941		63.5	%

(4)

According to the Schedule 13D/A filed by Deutsche Telekom on April 29, 2018, reflecting ownership of 538,590,941 shares ofT-Mobile common stock as of April 25, 2018. The shares are held of record by Deutsche Telekom Holding, which is a direct wholly owned subsidiary ofT-Mobile Global Holding GmbH, which is a direct wholly owned subsidiary ofT-Mobile Global Zwischenholding GmbH, which in turn is a direct wholly owned subsidiary of Deutsche Telekom.

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PRINCIPAL STOCKHOLDERS OF SPRINT

The table below shows the number of shares of Sprint common stock beneficially owned as of the close of business on October 1, 2018, by each of the Sprint directors and named executive officers, as well as the number of shares beneficially owned by all of the Sprint directors and named executive officers as a group. Together, these individuals beneficially own less than 1% of the Sprint common stock outstanding.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Unless otherwise indicated below and except to the extent authority is shared by spouses under applicable law, to Sprint’s knowledge, each of the persons set forth below has sole voting and investment power with respect to all shares of Sprint common stock shown as beneficially owned by him or her.


Name of Beneficial Owner	Shares Owned			Shares Covered by Exercisable Options and RSUs to be Delivered⁽¹⁾		Percentage of Common Stock
Gordon Bethune		252,989			—		*
Marcelo Claure⁽²⁾		6,890,936			2,949,077		*
Michel Combes		31,040			66,401		*
Andrew Davies		—			—
Nestor Cano		202,554			50,219		*
Kevin Crull		193,900			644,854		*
Jorge Gracia		129,652			110,496		*
Tarek Robbiati		—			—		*
Patrick Doyle		58,514			—		*
Ronald Fisher		1,651,502			—		*
Julius Genachowski		118,125			—		*
Adm. Michael Mullen		159,331	��		—		*
Masayoshi Son		—			—		*
Sara Martinez Tucker		160,763			—		*
Stephen Kappes		9,191			—		*
Current Directors and Executive Officers as a group (17 persons)		10,074,674			4,292,458		*

*	Represents less than 1%.

(1)	Represents shares of Sprint common stock that may be acquired upon the exercise of stock options exercisable, and shares of stock that underlie restricted stock units to be delivered, on or within 60 days after October 1, 2018 under our equity-based incentive plans.

(2)	6,890,936 shares of Mr. Claure’s Sprint stock are currently pledged as security for a line of credit with an unrelated third-party bank.

Based on filings made under Sections 13(d) and 13(g) of the Exchange Act, as of October 1, 2018, the only person known by Sprint to be a beneficial owner of more than 5% of the Sprint common stock is as follows:


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class⁽³⁾
SoftBank Group Corp. 1-9-1 Higashi-Shimbashi,Minato-ku, Tokyo,105-7303 Japan		3,446,086,110	⁽⁴⁾		84.5	%

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(3)	The ownership percentages set forth in this column are based on outstanding shares of Sprint common stock on October 1, 2018, and assumes that SoftBank continued to own the number of shares reflected in the table above on October 1, 2018.

(4)

Based solely on Amendment No. 12 to Schedule 13D jointly filed with the SEC on July 12, 2018 by SoftBank, Starburst I, Inc. and Galaxy Investment Holdings, Inc. According to the Schedule 13D/A: (a) SoftBank is the beneficial owner of, and has shared voting power and shared dispositive power with respect to, all of the shares of Sprint common stock; (b) Starburst I, Inc. is the beneficial owner of, and has shared voting power and shared dispositive power with respect to, 3,131,105,447 shares of Sprint common stock; and (c) Galaxy Investment Holdings, Inc. is the beneficial owner of, and has shared voting power and shared dispositive power with respect to, 314,980,663 shares of Sprint common stock.

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COMPARISON OF STOCKHOLDERS’ RIGHTS

BothT-Mobile and Sprint are incorporated under the laws of the State of Delaware, and, accordingly, the rights of the stockholders of each company are currently governed by the DGCL.T-Mobile, as the combined company, will continue to be a Delaware corporation following the completion of the merger transactions.

Upon completion of the merger transactions, the former Sprint stockholders will receive shares ofT-Mobile common stock, andT-Mobile stockholders will continue to hold shares ofT-Mobile common stock, which will be the common stock of the combined company. The rights of the stockholders of the combined company will thereafter be governed by the DGCL and by the combined company certificate of incorporation and the bylaws of the combined company.

The following description summarizes the material differences between the rights of the stockholders of Sprint andT-Mobile based on the governing documents of Sprint andT-Mobile that are currently in effect and the rights of stockholders ofT-Mobile, as the combined company, based on the certificate of incorporation and bylaws of the combined company that will be adopted in connection with the completion of the merger, as well as the DGCL. However, the following description is not a complete statement of all those differences, or a complete description of the specific provisions referred to in this summary. We encourage you to read carefully the relevant provisions of the DGCL and the respective certificates of incorporation and bylaws of the combined company,T-Mobile and Sprint. For more information on how to obtain certain documents that are not attached to this consent solicitation statement/prospectus, see “Where You Can Find More Information.”

Rights of Stockholders of the
Combined Company

Rights of Current

Stockholders ofT-Mobile

Rights of Current

Stockholders of Sprint

Authorized Capital Stock

The authorized capital stock of the combined company consists of 2,000,000,000 shares of common stock, par value $0.00001 per share, and 100,000,000 shares of preferred stock, par value $0.00001 per share.

The combined company certificate of incorporation provides that if a holder ofT-Mobile common stock acquires additional shares ofT-Mobile common stock or otherwise is attributed with ownership of such shares that would cause the combined company to violate FCC rules,T-Mobile may, at the option of theT-Mobile board of directors, redeem from the holder or holders causing the violation of the FCC’s rules shares of common stock

The authorized capital stock ofT-Mobile consists of 1,000,000,000 shares of common stock, par value $0.00001 per share, and 100,000,000 shares of preferred stock, par value $0.00001 per share.

The T-Mobile certificate of incorporation provides that if a holder ofT-Mobile common stock acquires additional shares ofT-Mobile common stock or otherwise is attributed with ownership of such shares that would causeT-Mobile to violate FCC rules,T-Mobile may, at the option of theT-Mobile board of directors, redeem from the holder or holders causing the violation of the FCC’s rules shares ofT-Mobile common stock

The authorized capital stock of Sprint consists of 9,000,000,000 shares of common stock, par value $0.01 per share, 1,000,000,000 shares ofnon-voting common stock, par value $0.01 per share and 20,000,000 shares of preferred stock, par value $0.0001 per share.

The Sprint certificate of incorporation permits, by action of the Sprint board of directors and at least a majority of the independent directors, the redemption by Sprint of shares of Sprint capital stock held by aliens in its sole discretion. The provisions permit capital stock to be redeemed at a price in cash mutually agreed between Sprint and the holders of the capital stock subject to redemption. If no mutually acceptable

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	Rights of Stockholders of the Combined Company	Rights of Current Stockholders ofT-Mobile	Rights of Current Stockholders of Sprint
	sufficient to eliminate the violation by paying an amount in cash equal to the redemption price. The redemption price will be a price mutually determined byT-Mobile and such stockholders, but if no agreement can be reached, the redemption price will be either 75% of the fair market value ofT-Mobile common stock being redeemed (if the holder caused the FCC violation) or 100% of the fair market value of theT-Mobile common stock being redeemed (if the FCC violation was not caused by the holder). The foregoing redemption rights do not apply to any shares ofT-Mobile common stock beneficially owned by Deutsche Telekom or SoftBank or any of their subsidiaries.	sufficient to eliminate the violation by paying an amount in cash equal to the redemption price. The redemption price will be a price mutually determined byT-Mobile and such stockholders, but if no agreement can be reached, the redemption price will be either 75% of the fair market value ofT-Mobile common stock being redeemed (if the holder caused the FCC violation) or 100% of the fair market value of theT-Mobile common stock being redeemed (if the FCC violation was not caused by the holder). The foregoing redemption rights do not apply to any shares ofT-Mobile common stock beneficially owned by Deutsche Telekom or any of its subsidiaries.	agreement can be reached, the stock will be redeemed at the fair market value, which (i) for publicly traded securities, will be determined on the trading price of the security over the30-day period ending three days prior to the date of redemption and (ii) for allnon-publicly traded securities, will be determined in good faith by the disinterested and independent members of the Sprint board of directors.

Preferred Stock	The combined company certificate of incorporation provides that theT-Mobile board of directors may authorize the issuance of preferred stock in one or more series and fix by resolution the voting powers, designations, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, of each series.	TheT-Mobile certificate of incorporation provides that theT-Mobile board of directors may authorize the issuance of preferred stock in one or more series and fix by resolution the voting powers, designations, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, of each series.	The Sprint certificate of incorporation provides that the Sprint board may authorize the issuance of shares of preferred stock in one or more series and fix by resolution the voting powers (full or limited, if any) and the designations, preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of each series.

Dividends and Share Repurchases	The DGCL provides that, subject to any restrictions in a corporation’s certificate of incorporation, dividends may be declared from the corporation’s surplus, or if there is no surplus, from its net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year. Dividends may not be declared out of net profits, however, if the corporation’s capital has been diminished to an amount less than the aggregate amount of all capital represented by the issued and outstanding stock of all classes having a preference

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	Rights of Stockholders of the Combined Company	Rights of Current Stockholders ofT-Mobile	Rights of Current Stockholders of Sprint
	upon the distribution of assets until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets is repaired. Furthermore, the DGCL generally provides that a corporation may redeem or repurchase its shares only if the redemption or repurchase would not impair the capital of the corporation.

	The combined company certificate of incorporation provides that the holders of common stock are entitled to receive, when and as declared by theT-Mobile board of directors, out of any assets of the corporation legally available therefor, such dividends, distributed ratably among the holders of the common stock in proportion to the number of shares of such common stock owned by each holder, as may be declared from time to time by the board.	TheT-Mobile certificate of incorporation provides that the holders of common stock are entitled to receive, when and as declared by theT-Mobile board of directors, out of any assets of the corporation legally available therefor, such dividends, distributed ratably among the holders of the common stock in proportion to the number of shares of such common stock owned by each holder, as may be declared from time to time by the board.	The Sprint certificate of incorporation provides that the Sprint board of directors has the power to fix the times for the declaration and payment of dividends.

Preemptive Rights	Pursuant to the amended and restated stockholders’ agreement, in the event that Deutsche Telekom’s voting percentage would be reduced to less than 30%, or SoftBank’s voting percentage would be reduced to less than 22.5%, in each case as a direct result of a proposed issuance by the combined company of any equity or equity-linked securities or other voting securities in a public or private offering, regardless of the number of purchasers, in exchange for cash (which we refer to as a “dilutive issuance”), Deutsche Telekom or SoftBank, as applicable, will have the right to acquire newly issued voting securities issued directly from the combined company, either as part of the dilutive	T-Mobile stockholders do not have preemptive rights. Thus, if additional shares ofT-Mobile common stock are issued, the current holders ofT-Mobile common stock will own a proportionately smaller interest in a larger number of outstanding shares of common stock to the extent that they do not participate in the additional issuance.	Sprint stockholders do not have preemptive rights. Thus, if additional shares of Sprint common stock are issued, the current holders of Sprint common stock will own a proportionately smaller interest in a larger number of outstanding shares of common stock to the extent that they do not participate in the additional issuance.

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	Rights of Stockholders of the Combined Company	Rights of Current Stockholders ofT-Mobile	Rights of Current Stockholders of Sprint
	issuance or otherwise as determined mutually by the combined company and Deutsche Telekom or SoftBank, as applicable, up to an amount that would cause Deutsche Telekom’s voting percentage or SoftBank’s voting percentage, as applicable, to equal its voting percentage immediately prior to the dilutive issuance (which we refer to as the “top up right”), in accordance with the terms of the amended and restated stockholders’ agreement, as described in “Stockholders’ and Proxy Agreements—Amended and Restated Stockholders’ Agreement—Top Up Right.” Other than the aforementioned top up right, stockholders of the combined company do not have preemptive rights. Thus, if additional shares ofT-Mobile common stock are issued, the current holders ofT-Mobile common stock will own a proportionately smaller interest in a larger number of outstanding shares of common stock to the extent that they do not participate in the additional issuance.

Special Meetings of Stockholders	Under the DGCL, a special meeting of stockholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or bylaws.

	The combined company certificate of incorporation provides that special meetings of stockholders may be called by the chairperson of theT-Mobile board of directors or the chief executive officer and will be	The T-Mobile certificate of incorporation provides that special meetings of stockholders may be called by the chairperson of theT-Mobile board of directors or the chief executive officer and will be called by the	The bylaws of Sprint provide that special meetings of stockholders may be called only by or at the direction of the Sprint board of directors, pursuant to a resolution adopted by a majority of the Sprint board.

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	Rights of Stockholders of the Combined Company	Rights of Current Stockholders ofT-Mobile	Rights of Current Stockholders of Sprint
	called by the secretary of the corporation at the request of (i) a majority of theT-Mobile board of directors or (ii) for so long as Deutsche Telekom’s voting percentage is 25% or greater, the holders of not less than33-1/3% of the voting power of all of the outstanding voting stock of the corporation entitled to vote generally in the election of directors, which request must be in writing, state the purpose or purposes of the proposed meeting and include all of the information required to be delivered pursuant to the notice requirements set forth in the bylaws of the combined company in order for nominations or business, as applicable, to be properly brought before a meeting by a stockholder.	secretary of the corporation at the request of (i) a majority of theT-Mobile board of directors or (ii) for so long as Deutsche Telekom’s voting percentage is 25% or greater, the holders of not less than33-1/3% of the voting power of all of the outstanding voting stock of the corporation entitled to vote generally in the election of directors, which request must be in writing, state the purpose or purposes of the proposed meeting and include all of the information required to be delivered pursuant to the notice requirements set forth in the bylaws ofT-Mobile in order for nominations or business, as applicable, to be properly brought before a meeting by a stockholder.

Special Meetings of the Board	The bylaws of the combined company provide that special meetings of theT-Mobile board of directors may be called by the chairperson of the board or the chief executive officer and will be called by the secretary upon written request of a majority of the directors.	The bylaws ofT-Mobile provide that special meetings of theT-Mobile board of directors may be called by the chairman, the vice chairman or the chief executive officer and will be called by the chairman, the vice chairman, the chief executive officer or the secretary upon written request of the majority of the directors.	The bylaws of Sprint provide that special meetings of the Sprint board of directors will be held whenever called by the chairman of the Sprint board of directors and will be called by the chief executive officer or the secretary at the written request of any two directors then in office.

Stockholder Action by Written Consent	Under the DGCL, any action that can be taken at any annual or special meeting of stockholders of a corporation may also be taken by stockholders without a meeting, without prior notice and without a vote unless the certificate of incorporation provides otherwise.

	The combined company certificate of incorporation provides that, for so long as Deutsche Telekom’s voting	The T-Mobile certificate of incorporation provides that, for so long as Deutsche Telekom’s voting percentage	The bylaws of Sprint provide that any action required to be taken at any meeting of stockholders may be taken

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273

Rights of Stockholders of the
Combined Company

Rights of Current

Stockholders ofT-Mobile

Rights of Current

Stockholders of Sprint

meeting may also propose business to be considered by stockholders at an annual or special meeting.

Such proposals (other than proposals included in the notice of meeting pursuant toRule 14a-8 promulgated under the Exchange Act) and nominations, however, may only be brought in accordance with the applicable provision of the combined company’s bylaws and certificate of incorporation.

In connection with an annual meeting, to be timely, notice of such proposals and nominations must be received by the secretary atT-Mobile’s principal executive office not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting;provided that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder received by the secretary not earlier than the close of business on the 120th day prior to the date of the annual meeting and not later than the close of business on the later of the 90th day prior to the date of the annual meeting or the 10th day following the day on which public announcement of the date of the meeting is first made byT-Mobile.

meeting may also propose business to be considered by stockholders at an annual or special meeting.

Such proposals (other than proposals included in the notice of meeting pursuant toRule 14a-8 promulgated under the Exchange Act) and nominations, however, may only be brought in accordance with the applicable provision ofT-Mobile’s bylaws and certificate of incorporation.

In connection with an annual meeting, to be timely, notice of such proposals and nominations must be received by the secretary atT-Mobile’s principal executive office not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting;provided that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be received by the secretary not earlier than the close of business on the 120th day prior to the date of the annual meeting and not later than the close of business on the later of the 90th day prior to the date of the annual meeting or the 10th day following the day on which public announcement of the date of the meeting is first made byT-Mobile.

notice of meeting pursuant toRule 14a-8 promulgated under the Exchange Act) and nominations, however, may only be brought by a stockholder who has given timely notice in proper written form to Sprint’s secretary prior to the meeting.

In connection with an annual meeting, to be timely, notice of such proposals and nominations must be delivered to, or mailed to and received by, the secretary at Sprint’s principal executive office not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting;provided that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be delivered, or mailed and received, not earlier than the close of business on the 120th day prior to the date of the annual meeting and not later than the close of business on the later of the 90th day prior to the date of the annual meeting or the 10th day following the day on which public announcement of the date of the meeting is first made by Sprint.

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	Rights of Stockholders of the Combined Company	Rights of Current Stockholders ofT-Mobile	Rights of Current Stockholders of Sprint
	Subject to the amended and restated stockholders’ agreement (see “Stockholders’ and Proxy Agreements—Amended and Restated Stockholders’ Agreement”), the combined company certificate of incorporation and the bylaws of the combined company provide that the number of directors will be determined by resolution of theT-Mobile board of directors;provided that no decrease in the number of directors will have the effect of shortening the term of an incumbent director. Upon the closing of the merger, it is anticipated that there will be 14 directors serving on the combined company’s board.	TheT-Mobile certificate of incorporation and the bylaws ofT-Mobile provide that the number of directors will be determined by resolution of theT-Mobile board of directors;provided that no decrease in the number of directors will have the effect of shortening the term of an incumbent director. There are currently 12 directors serving on theT-Mobile board of directors.	The Sprint certificate of incorporation and the bylaws of Sprint provide that the Sprint board of directors will consist of ten directors, subject to other provisions of the bylaws. There are currently ten directors serving on the Sprint board of directors.

Election of Directors	The DGCL provides that, unless the certificate of incorporation or bylaws provide otherwise, directors will be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. The DGCL also permits classified boards.

	The combined company certificate of incorporation provides that the directors are to be elected annually and theT-Mobile board is not classified. The combined company’s bylaws provide that directors are to be elected by a plurality of votes cast.	TheT-Mobile certificate of incorporation provides that the directors are to be elected annually and theT-Mobile board is not classified. T-Mobile’s bylaws provide that directors are elected by a plurality of votes cast.	The Sprint certificate of incorporation and bylaws does not specify that the Sprint board of directors is classified. Under the DGCL default rule, the directors of the Sprint board of directors are to be elected annually. Sprint’s directors are elected by a plurality in voting power of the shares present in person or represented by proxy at a meeting of the stockholders entitled to vote in the election of directors.

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	Rights of Stockholders of the Combined Company	Rights of Current Stockholders ofT-Mobile	Rights of Current Stockholders of Sprint
Removal of Directors	The combined company certificate of incorporation provides that, subject to the applicable provisions of the amended and restated stockholders’ agreement, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors at any meeting of stockholders or any adjournment thereof or by action taken by the stockholders by written consent without a meeting. The amended and restated stockholders’ agreement provides that upon the removal (with or without cause) from office of a director designated by Deutsche Telekom or SoftBank at a time when such stockholder has the right under the amended and restated stockholders’ agreement to designate a replacement designee, such stockholder will be entitled promptly to designate a replacement designee.	TheT-Mobile certificate of incorporation provides that any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors at any meeting of stockholders or any adjournment thereof or by action taken by the stockholders by written consent without a meeting;provided that no Deutsche Telekom designee may be removed without the prior written consent of Deutsche Telekom.	The Sprint certificate of incorporation and bylaws of Sprint provide that (i) any director or the entire board of directors may be removed, with or without cause, by the holders of capital stock having a majority in voting power of the then-outstanding shares entitled to vote in the election of directors and (ii) any SoftBank designee may be removed, with or without cause, by SoftBank upon written notice to the Sprint board of directors.

Vacancies of Directors	The bylaws of the combined company provide that vacancies may be filled by a majority of theT-Mobile directors then in office, though less than a quorum, or by the sole remaining director. Additionally, theT-Mobile certificate of incorporation incorporates by reference the applicable provisions of the amended and restated stockholders’ agreement, which provides that Deutsche Telekom and SoftBank will be entitled to	The bylaws ofT-Mobile provide that vacancies may be filled by a majority of theT-Mobile directors then in office, though less than a quorum, or by the sole remaining director. Additionally, theT-Mobile certificate of incorporation provides that Deutsche Telekom will be entitled to fill any vacancy resulting from any Deutsche Telekom designee ceasing to serve as a director at a time when Deutsche Telekom has the	The bylaws of Sprint provide that vacancies, howsoever resulting, prior to SoftBank’s voting interest falling and remaining below 50% for 90 consecutive days, will only be filled by (i) a special committee of the board of directors formed to fill any such vacancy or (ii) the affirmative vote of the stockholders holding record capital stock of Sprint representing at least a majority of the voting power of the then-outstanding

277


	Rights of Stockholders of the Combined Company	Rights of Current Stockholders ofT-Mobile	Rights of Current Stockholders of Sprint
	fill any vacancy resulting from any designee of such stockholder ceasing to serve as a director at a time when such stockholder has the right to designate a replacement designee.	right to designate a replacement designee.	shares of the capital stock of Sprint entitled to vote in the election of directors. After the first occurrence of SoftBank’s voting interest falling and remaining below 50% for 90 consecutive days, vacancies will only be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, or by the sole remaining director.

Limitation on Liability of Directors	The DGCL permits corporations to include provisions in their certificate of incorporation eliminating monetary damages for a director for any breach of fiduciary duty. A corporation may not eliminate liability for a director’s breach of the duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful dividends, stock purchases or redemptions, or for any transaction from which the director derived an improper personal benefit.

	In accordance with the DGCL, the combined company certificate of incorporation provides that no director will be personally liable toT-Mobile or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty toT-Mobile or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, as the same exists or hereafter may be amended or replaced, or (4) for any transaction from which the director derived any improper personal benefit.	In accordance with the DGCL, theT-Mobile certificate of incorporation provides that no director will be personally liable toT-Mobile or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty toT-Mobile or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, as the same exists or hereafter may be amended or replaced, or (4) for any transaction from which the director derived any improper personal benefit.	In accordance with the DGCL, the Sprint certificate of incorporation provides that no director will be personally liable to Sprint or its stockholders for monetary damages for breach of fiduciary duty as a director, for any act or omission, except that a director may be liable for (1) for breach of the director’s duty of loyalty to Sprint or its stockholders, (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, or (4) for any transaction from which the director derived an improper personal benefit.

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Rights of Stockholders of the
Combined Company

Rights of Current

Stockholders ofT-Mobile

Rights of Current

Stockholders of Sprint

joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, liabilities, losses, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (collectively, “Another Enterprise”), against expenses (including attorneys’ fees), judgments, fines (including ERISA excise taxes or penalties) and amounts paid in settlement actually and reasonably incurred by him or her in connection with such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Sprint, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Sprint may indemnify, to the fullest extent that it will have power under applicable law to do so and in a manner permitted by such law, any person who is made or threatened to be made a party to or is otherwise involved (as a witness or otherwise) in any threatened, pending or completed Proceeding, by reason of the fact that such person is or was an employee or agent of Sprint, or while not serving as a director or officer of Sprint, is or was serving at the request of Sprint as a director, officer, employee or agent of Another Enterprise, against expenses (including attorneys’ fees), judgments, fines (including ERISA

280

Rights of Stockholders of the
Combined Company

Rights of Current

Stockholders ofT-Mobile

Rights of Current

Stockholders of Sprint

Any indemnification under the certificate of incorporation will be made byT-Mobile only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL. Such determination will be made (1) by theT-Mobile board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by theT-Mobile stockholders.

excise taxes or penalties) and amounts paid in settlement actually and reasonably incurred by him or her in connection with such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Sprint, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Any indemnification required or permitted under Sprint’s bylaws (unless ordered by a court) will be made by Sprint only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he or she has met all applicable standards of conduct set forth in Sprint’s bylaws and Section 145 of the DGCL. Such determination will be made, with respect to a person who is a director or officer of Sprint at the time of such determination: (1) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum; (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (4) by the

281

Rights of Stockholders of the
Combined Company

Rights of Current

Stockholders ofT-Mobile

Rights of Current

Stockholders of Sprint

To the extent that a director, manager, member, officer, employee or agent ofT-Mobile has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the previous sentence, or in defense of any claim, issue or matter therein, he or she will be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

The combined company may purchase and maintain insurance on behalf of any person who is or was a director, officer, manager, employee or agent ofT-Mobile, or is or was serving at the request ofT-Mobile as a director, officer, manager, member, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise against any

T-Mobile may purchase and maintain insurance on behalf of any person who is or was a director, officer, manager, employee or agent ofT-Mobile, or is or was serving at the request ofT-Mobile as a director, officer, manager, member, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise against any liability asserted against him

stockholders. Such determination will be made, with respect to any person who is not a director or officer of Sprint at the time of such determination, in the manner determined by the Sprint board of directors (including in such manner as may be set forth in any general or specific action of the board of directors applicable to indemnification claims by such person) or in the manner set forth in any agreement to which such person and Sprint are parties.

To the extent that a present or former director or officer of Sprint has been successful on the merits or otherwise in defense of any threatened, pending or completed Proceeding referred to in Section 145(a) or (b) of the DGCL, or in defense of any claim, issue or matter therein, he or she will be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Sprint may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of Sprint, or is or was serving at the request of Sprint as a director, officer, employee or agent of Another Enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not Sprint would

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	Rights of Stockholders of the Combined Company	Rights of Current Stockholders ofT-Mobile	Rights of Current Stockholders of Sprint
	liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or notT-Mobile would have the power to indemnify him against such liability under the provisions of Section 145 of the DGCL.	and incurred by him in any such capacity, or arising out of his status as such, whether or notT-Mobile would have the power to indemnify him against such liability under the provisions of Section 145 of the DGCL.	have the power to indemnify such person against such liability under the provisions of Sprint’s bylaws or otherwise.

Amendments to Certificate of Incorporation	Under the DGCL, an amendment to the certificate of incorporation generally requires (1) the approval of the board of directors, (2) the approval of a majority of the voting power of the outstanding stock entitled to vote upon the proposed amendment and (3) the approval of the holders of a majority of the outstanding stock of each class entitled to vote thereon as a class, if any.

	The combined company certificate of incorporation provides that the affirmative vote of the holders of record of outstanding shares representing at least 75% of the voting power of all of the shares of capital stock ofT-Mobile then entitled to vote generally in the election of theT-Mobile board of directors, voting together as a single class, will be required to amend, alter, change, repeal or adopt any provision or provisions inconsistent with, article IX (indemnification) and article XI (amendments to the certificate of incorporation) of the certificate of incorporation unless such amendment, alteration, change, repeal or adoption of any inconsistent provision or provisions is adopted or authorized by theT-Mobile board of directors by the affirmative vote of at least 75% of all of the members of theT-Mobile board of directors.	TheT-Mobile certificate of incorporation provides that the affirmative vote of the holders of record of outstanding shares representing at least 75% of the voting power of all of the shares of capital stock ofT-Mobile then entitled to vote generally in the election of theT-Mobile board of directors, voting together as a single class, will be required to amend, alter, change, repeal or adopt any provision or provisions inconsistent with, article IX (indemnification) and article XI (amendments to the certificate of incorporation) of the certificate of incorporation unless such amendment, alteration, change, repeal or adoption of any inconsistent provision or provisions is adopted or authorized by theT-Mobile board of directors by the affirmative vote of at least 75% of all of the members of theT-Mobile board of directors.	The Sprint certificate of incorporation provides that: (1) Sections 11.1 and 11.2(a) (amendment of bylaws) and Article VI (relationship with SoftBank) and Article VII (transactions with SoftBank) of the certificate of incorporation may only be altered, amended, changed, added to, repealed or rescinded by the affirmative vote of holders of capital stock of Sprint entitled to vote thereon representing more than66-2/3% of the shares entitled to be voted thereon; (2) Section 11.2(b) (amendment of bylaws) of the certificate of incorporation may only be altered, amended, changed, added to, repealed or rescinded by the affirmative vote of holders of capital stock of Sprint entitled to vote thereon representing more than 90% of the shares entitled to be voted thereon; (3) Section 11.2(c) (amendment of bylaws) of the certificate of incorporation may only be

283

Rights of Stockholders of the
Combined Company

Rights of Current

Stockholders ofT-Mobile

Rights of Current

Stockholders of Sprint

The amended and restated stockholders’ agreement provides that, in addition to any other vote, consent or approval required by the combined company’s certificate of incorporation, bylaws or applicable law, for as long as Deutsche Telekom’s or SoftBank’s voting percentage is 5% or greater,T-Mobile will not amend its certificate of incorporation, bylaws or the amended and restated stockholders’ agreement (including the creation of any stockholder rights plan or other amendment intended to limit such stockholder’s ownership or acquisition of securities ofT-Mobile) in any manner that could limit, restrict or adversely affect such stockholder or its rights thereunder without the prior written consent of such stockholder, which consent may be withheld in its sole discretion.

The stockholders’ agreement provides that, in addition to any other vote, consent or approval required byT-Mobile’s certificate of incorporation, bylaws or applicable law, for as long as Deutsche Telekom’s voting percentage is 5% or greater,T-Mobile will not amend its certificate of incorporation, bylaws or the stockholder’s agreement (including the creation of any stockholder rights plan or other amendment intended to limit Deutsche Telekom’s ownership or acquisition of securities ofT-Mobile) in any manner that could limit, restrict or adversely affect Deutsche Telekom or its rights thereunder without the prior written consent of Deutsche Telekom, which consent may be withheld in its sole discretion.

altered, amended, changed, added to, repealed, or rescinded by (a) prior to the first occurrence of SoftBank’s voting interest falling and remaining below 50% for 90 consecutive days, the affirmative vote of (x) holders of capital stock of Sprint representing at least a majority of the voting power of the then-outstanding shares of capital stock of Sprint entitled to vote thereon and (y) holders of capital stock of Sprint representing at least a majority of the then-outstanding shares of capital stock of Sprint other than the SoftBank-owned shares or (b) after the first occurrence of SoftBank’s voting interest falling and remaining below 50% for 90 consecutive days, the affirmative vote of holders of capital stock of Sprint representing more than 80% of the voting power of the then outstanding shares of capital stock of Sprint entitled to vote thereon; and (4) Sections 6.2 (business activities), 6.3 (corporate opportunities), 6.5 (purchase of Sprint stock by SoftBank), 11.2(d) and (e) (amendment of bylaws) and 12.2 (amendment of certificate of incorporation) of the certificate of incorporation may only be altered, amended, changed, added to, repealed or rescinded by the affirmative vote of (a) holders of capital stock of Sprint representing at least a majority of the voting power of the then-outstanding

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Rights of Stockholders of the
Combined Company

Rights of Current

Stockholders ofT-Mobile

Rights of Current

Stockholders of Sprint

The amended and restated stockholders’ agreement provides that, in addition to any other vote, consent or approval required by the combined company’s certificate of incorporation, bylaws or applicable law, for as long as Deutsche Telekom’s or SoftBank’s voting percentage is 5% or greater,T-Mobile will not amend or seek to amend its certificate of incorporation, bylaws or the amended and restated stockholders’ agreement (including the creation of any stockholder rights plan or other amendment intended to limit such stockholder’s ownership or acquisition of securities ofT-Mobile) in any manner that could limit, restrict or adversely affect such stockholder or its rights thereunder without the prior written consent of such stockholder, which consent may be withheld in its discretion.

The stockholders’ agreement provides that, in addition to any other vote, consent or approval required byT-Mobile’s certificate of incorporation, bylaws or applicable law, for as long as Deutsche Telekom’s voting percentage is 5% or greater,T-Mobile will not amend or seek to amend its certificate of incorporation, bylaws or the stockholder’s agreement (including the creation of any stockholder rights plan or other amendment intended to limit Deutsche Telekom’s ownership or acquisition of securities ofT-Mobile) in any manner that could limit, restrict or adversely affect Deutsche Telekom or its rights thereunder without the prior written consent of Deutsche Telekom, which consent may be withheld in its discretion.

the Sprint stockholders to adopt, alter, amend, change, add to, repeal or rescind any provision of the bylaws.

Notwithstanding the above, Sprint’s certificate of incorporation and bylaws provide for the following limitations on the power to amend its bylaws:

(1) Sections 2.4 (special meetings of stockholders), 2.6(a) (quorum of stockholders), 2.14 (notice of stockholder business and nominations) and 3.2 (number of directors) of the bylaws, and Section 7.7 (amendment) of the bylaws (as it relates to the foregoing sections) may be altered, amended, changed, added to, repealed or rescinded, or new bylaws of Sprint may be made, that are inconsistent with such sections only by the affirmative vote of holders of capital stock of Sprint representing at least a majority of the voting power of the then-outstanding shares of capital stock of Sprint entitled to vote thereon;

(2) Section 3.3(d) (board composition) of the bylaws and Section 7.7 (amendment) of the bylaws (as it relates to the foregoing section) may be altered, amended, changed, added to, repealed, rescinded or new bylaws of Sprint may be made that are inconsistent with such sections only by the affirmative vote of holders of capital stock of Sprint

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	Rights of Stockholders of the Combined Company	Rights of Current Stockholders ofT-Mobile	Rights of Current Stockholders of Sprint
			capital stock of Sprint representing at least a majority of the then- outstanding shares of capital stock of Sprint other than the SoftBank-owned shares.

Certain Business Combinations	Section 203 of the DGCL prohibits a Delaware corporation from engaging in a business combination with a stockholder acquiring more than 15% but less than 85% of the corporation’s outstanding voting stock for three years following the time that person becomes an “interested stockholder” (a holder of more than 15% of the corporation’s outstanding shares), unless prior to the date the person becomes an interested stockholder, the board of directors approves either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder or the business combination is approved by the board of directors and by the affirmative vote of at leasttwo-thirds of the outstanding voting stock that is not owned by the interested stockholder or other specified exceptions are met. The DGCL allows a corporation’s certificate of incorporation to contain a provision expressly electing not to be governed by Section 203. Certain Business Combinations

	Because the combined company certificate of incorporation will not contain a provision opting out of Section 203 of the DGCL, it will be subject to such provision at the effective time.	Because theT-Mobile certificate of incorporation does not contain a provision opting out of Section 203 of the DGCL, it is subject to such provision.	Because the Sprint certificate of incorporation does not contain a provision opting out of Section 203 of the DGCL, it is subject to such provision.

Exclusive Forum Provision	The combined company certificate of incorporation provides that unlessT-Mobile consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf ofT-Mobile, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee ofT-Mobile toT-Mobile orT-Mobile’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL orT-Mobile’s certificate of incorporation or bylaws, or (4) any other action asserting a claim	TheT-Mobile certificate of incorporation and the bylaws ofT-Mobile provide that unlessT-Mobile consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf ofT-Mobile, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee ofT-Mobile toT-Mobile orT-Mobile’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL orT-Mobile’s certificate of incorporation or bylaws, or (4) any other action asserting a claim	The Sprint certificate of incorporation and the bylaws of Sprint provide that unless Sprint consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any actual or purported derivative action or proceeding brought on behalf of Sprint against directors or officers of Sprint alleging breaches of fiduciary duty or other wrongdoing by such directors or officers, (2) any action asserting a claim for breach of a fiduciary duty owed by any director or officer of Sprint to Sprint or the Sprint’s stockholders, (3) any action asserting a claim against Sprint or any director or officer of Sprint arising

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	Rights of Stockholders of the Combined Company	Rights of Current Stockholders ofT-Mobile	Rights of Current Stockholders of Sprint
	arising under, in connection with and governed by the internal affairs doctrine.	arising under, in connection with and governed by the internal affairs doctrine.	pursuant to any provision of the DGCL or Sprint’s certificate of incorporation or bylaws, (4) any action to interpret, apply, enforce or determine the validity of Sprint’s certificate of incorporation or bylaws, or (5) any action asserting a claim against Sprint or any director or officer of Sprint governed by the internal affairs doctrine.

Stockholder Rights Plan	The DGCL does not include a statutory provision expressly validating stockholder rights plans. However, such plans have generally been upheld by the decisions of courts applying Delaware law.

	T-Mobile does not have a stockholder rights plan currently in effect. The amended and restated stockholders’ agreement provides that, in addition to any other vote, consent or approval required by the combined company’s certificate of incorporation, bylaws or applicable law, for as long as Deutsche Telekom’s or SoftBank’s voting percentage is 5% or greater,T-Mobile will not amend or seek to amend its certificate of incorporation, bylaws or the amended and restated stockholders’ agreement (including the creation of any stockholder rights plan or other amendment intended to limit such stockholder’s ownership or acquisition of securities ofT-Mobile) in any manner that could limit, restrict or adversely affect such stockholder or its rights thereunder without the prior written consent of such stockholder, which consent may be withheld in its discretion.	T-Mobile does not have a stockholder rights plan currently in effect. The stockholders’ agreement provides that, in addition to any other vote, consent or approval required byT-Mobile’s certificate of incorporation, bylaws or applicable law, for as long as Deutsche Telekom’s voting percentage is 5% or greater,T-Mobile will not amend or seek to amend its certificate of incorporation, bylaws or the stockholder’s agreement (including the creation of any stockholder rights plan or other amendment intended to limit Deutsche Telekom’s ownership or acquisition of securities ofT-Mobile) in any manner that could limit, restrict or adversely affect Deutsche Telekom or its rights thereunder without the prior written consent of Deutsche Telekom, which consent may be withheld in its discretion.	Sprint does not have a stockholder rights plan currently in effect.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following is a general discussion of the material United States federal income tax consequences of the merger to U.S. holders (as defined below) of Sprint common stock. This discussion is limited to such U.S. holders who hold their shares of Sprint common stock as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”) (generally, property held for investment). This discussion is based on current provisions of the Code, the Treasury regulations promulgated thereunder, judicial interpretations thereof and administrative rulings and published positions of the Internal Revenue Service (which we refer to as the “IRS”), each as in effect as of the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect, any of which changes could affect the accuracy of the statements and conclusions set forth herein.

This discussion does not purport to address all aspects of United States federal income taxation that may be relevant to particular U.S. holders of Sprint common stock in light of their particular facts and circumstances and does not apply to U.S. holders of Sprint common stock that are subject to special rules under the United States federal income tax laws, including, for example, banks or other financial institutions, dealers in securities or currencies, traders in securities that elect to apply amark-to-market method of accounting, insurance companies,tax-exempt entities, entities or arrangements treated as partnerships for United States federal income tax purposes or other flow-through entities (and investors therein), subchapter S corporations, retirement plans, individual retirement accounts or othertax-deferred accounts, real estate investment trusts, regulated investment companies, U.S. holders liable for the alternative minimum tax, certain former citizens or former long-term residents of the United States, U.S. holders having a functional currency other than the U.S. dollar, U.S. holders who hold their Sprint common stock as part of a hedge, straddle, constructive sale, conversion transaction or other integrated transaction, U.S. holders who own or have at any time owned (directly or constructively) 5% or more of the outstanding Sprint common stock, and U.S. holders who acquired their Sprint common stock through the exercise of an employee stock option or otherwise as compensation. This discussion also does not apply tonon-U.S. holders (as defined below).

This discussion does not address any considerations under United States federal tax laws other than those pertaining to the income tax, nor does it address any considerations under any state, local ornon-U.S. tax laws, under the unearned income Medicare contribution tax, or under the Foreign Account Tax Compliance Act (by which we mean Sections 1471 through 1474 of the Code, the Treasury regulations and administrative guidance thereunder or any intergovernmental agreement entered into in connection therewith).

If an entity or arrangement treated as a partnership for United States federal income tax purposes holds Sprint common stock, the tax treatment of a person treated as a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Persons that for United States federal income tax purposes are treated as partners in a partnership holding Sprint common stock should consult their own tax advisors regarding the tax consequences to them of the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of shares of Sprint common stock that is, for United States federal income tax purposes:

•

an individual citizen or resident of the United States;

•

a corporation (or other entity taxable as a corporation for United States federal income tax purposes) created or organized in the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to United States federal income tax regardless of its source; or

•

a trust (a) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person for United States federal income tax purposes.

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For purposes of this discussion, the term“non-U.S. holder” means a beneficial owner of shares of Sprint common stock that is neither a U.S. holder nor a partnership for United States federal income tax purposes.

It is intended that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that U.S. holders of Sprint common stock will not recognize gain or loss for United States federal income tax purposes, except with respect to the receipt of cash in lieu of fractional shares ofT-Mobile common stock. Only in the event that the HoldCo mergers are consummated is the obligation of Sprint and the SoftBank Parties to effect the merger transactions conditioned upon the receipt by Sprint of a written opinion from Morrison & Foerster LLP, counsel to Sprint, to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Otherwise, consummation of the merger is not conditioned upon the receipt of any such tax opinion.

Such tax opinion, in the event required to be delivered pursuant to the business combination agreement, will be based on representations made by T-Mobile and Sprint and on customary factual assumptions, as well as certain covenants and undertakings of T-Mobile and Sprint. If any of such representations, assumptions, covenants or undertakings is or becomes incorrect, incomplete, inaccurate or is violated, the validity of the opinion described above may be affected and the U.S. federal income tax consequences of the merger could differ materially from those described below under “U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Sprint Common Stock if the HoldCo Mergers are Consummated.” In addition, the opinion described above will not be binding on the IRS or any court. T-Mobile and Sprint have not sought and do not intend to seek any ruling from the IRS regarding any matters relating to the merger transactions. There can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below.

U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Sprint Common Stock if the HoldCo Mergers are not Consummated

In the event that the HoldCo mergers are not consummated, no assurance will be given as to whether the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the merger does qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the consequences to a U.S. holder of Sprint common stock will be the same as those set forth below under “U.S.FederalIncomeTaxConsequencesof theMergerto U.S. HoldersofSprint Common Stockif theHoldCoMergersareConsummated.”

If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder of Sprint common stock generally would recognize capital gain or loss in an amount equal to the difference, if any, between (1) the sum of the fair market value of the shares ofT-Mobile common stock and the amount of cash in lieu of fractional shares ofT-Mobile common stock received in the merger, and (2) such holder’s tax basis in the shares of Sprint common stock surrendered. Gain or loss must be calculated separately for each block of shares of Sprint common stock exchanged by such U.S. holder if such blocks were acquired at different times or for different prices. Any gain or loss recognized generally would be long-term capital gain or loss if the U.S. holder’s holding period in a particular block of shares of Sprint common stock exchanged exceeds one year on the date of the merger. Long-term capital gain ofnon-corporate U.S. holders (including individuals) is eligible for preferential United States federal income tax rates. The deductibility of capital losses is subject to limitations. A U.S. holder generally would have an aggregate tax basis in the shares ofT-Mobile common stock received in the merger equal to the fair market value of such shares as of the date such shares are received. A U.S. holder’s holding period in shares ofT-Mobile common stock received in the merger would begin on the day following the merger.

U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Sprint Common Stock if the HoldCo Mergers are Consummated

The legal conclusions set forth under this section (“—U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Sprint Common Stock if the HoldCo Mergers are Consummated”) relating to the material U.S.

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federal income tax consequences of the merger to U.S. Holders of Sprint common stock if the HoldCo mergers are consummated, and subject to the limitations, assumptions and qualifications described herein and in the opinion filed as Exhibit 8.1, are the opinion of Morrison & Foerster LLP, counsel to Sprint.

A U.S. holder receiving shares ofT-Mobile common stock in exchange for shares of Sprint common stock pursuant to the merger will not recognize any gain or loss, except with respect to the receipt of cash in lieu of fractional shares ofT-Mobile common stock (as discussed below). The U.S. holder’s aggregate tax basis in the shares ofT-Mobile common stock received in the merger (including any fractional shares ofT-Mobile common stock deemed received and sold by the exchange agent) will be equal to the U.S. holder’s aggregate tax basis in the shares of Sprint common stock surrendered, and the U.S. holder’s holding period for the shares ofT-Mobile common stock received in the merger (including any fractional shares ofT-Mobile common stock deemed received and sold by the exchange agent) will include the U.S. holder’s holding period of the Sprint common stock surrendered.

If a U.S. holder acquired different blocks of shares of Sprint common stock at different times and at different prices, such U.S. holder should consult its tax advisor regarding the determination of the basis and holding period of shares ofT-Mobile common stock received in the merger in respect of particular blocks of shares of Sprint common stock.

A U.S. holder of Sprint common stock who receives cash in lieu of a fractional share ofT-Mobile common stock in the merger generally will be treated as having received such fractional share in the merger and then as having sold such fractional share. Gain or loss generally will be recognized based on the difference between the amount of cash received in lieu of the fractional shares ofT-Mobile common stock and the U.S. holder’s tax basis in such fractional share. Any gain or loss recognized generally will be long-term capital gain or loss if the holding period for the shares of Sprint common stock exchanged is more than one year on the date of the merger. Long-term capital gain ofnon-corporate U.S. holders (including individuals) is eligible for preferential United States federal income tax rates. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

Payments of cash made to a U.S. holder generally will be subject to information reporting and may be subject to U.S. federal backup withholding (currently, at a rate of 24%).

To prevent backup withholding, U.S. holders of Sprint common stock should provide the exchange agent with a properly completed IRS FormW-9. Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules may be refunded or credited against a U.S. holder’s United States federal income tax liability if the required information is supplied to the IRS in a timely manner.

THIS DISCUSSION IS NOT TAX ADVICE. ALL HOLDERS OF SPRINT COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX (INCLUDING ESTATE OR GIFT TAX LAWS), OR UNDER ANY STATE, LOCAL ORNON-U.S. TAX LAWS.

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HOUSEHOLDING INFORMATION

Under SEC rules, a single set of the joint consent solicitation statement/prospectus may be sent to any household at which two or more stockholdersreside if they appear to be members of the same family. This procedure, referred to ashouseholding, reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses. In accordance with anotice sent to certain stockholders who shared a single address, only one joint consent solicitation statement/prospectus will be sent to that address unless anystockholder at that address requested that multiple sets of documents be sent.

T-Mobile has adopted a procedure called “householding,” which has been approved by the SEC. Under this procedure,T-Mobile may deliver only one copy of this joint consent solicitation statement/prospectus to multiple stockholders who share the same address unlessT-Mobile has received contrary instructions from an affected stockholder. If aT-Mobile stockholder received only one copy of this joint consent solicitation statement/prospectus and wishes to receive a separate copy for each stockholder at its household, or if aT-Mobile stockholder wishes to participate in householding, please contactT-Mobile Investor Relations by calling (212)358-3210 or by writing toT-Mobile Investor Relations, 1 Park Avenue, 14th Floor, New York, New York 10016.T-Mobile will promptly deliver, upon written or oral request to the address or telephone number above by stockholders at a shared address to which a single copy of the documents was delivered, a separate copy of this joint consent solicitation statement/prospectus. A number of brokerage firms have instituted householding. AT-Mobile stockholder that holds shares in street name should contact his or her bank, broker or other holder of record to request information on householding.

Sprint has adopted a procedure called “householding,” which has been approved by the SEC. Under this procedure, Sprint may deliver only one copy of this joint consent solicitation statement/prospectus to multiple stockholders who share the same address unless Sprint has received contrary instructions from an affected stockholder. If a Sprint stockholder received only one copy of this joint consent solicitation statement/prospectus and wishes to receive a separate copy for each stockholder at its household, or if a Sprint stockholder wishes to participate in householding, please contact Sprint Shareholder Relations by calling913-794-1091 or by writing to Sprint Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B679, Overland Park, Kansas 66251. Sprint will promptly deliver, upon written or oral request to the address or telephone number above by stockholders at a shared address to which a single copy of the documents was delivered, a separate copy of this joint consent solicitation statement/prospectus. A Sprint stockholder that holds shares in street name should contact his or her bank, broker or other holder of record to request information on householding.

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EXPERTS

The financial statements incorporated in this joint consent solicitation statement/prospectus by reference toT-Mobile’s Current Report on Form8-K dated June 18, 2018 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this joint consent solicitation statement/prospectus by reference toT-Mobile’s Annual Report on Form10-K for the year ended December 31, 2017 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Sprint Corporation and subsidiaries incorporated in this joint consent solicitation statement/prospectus by reference from Sprint Corporation’s Annual Report on Form10-K for the year ended March 31, 2018, and the effectiveness of Sprint Corporation’s internal control over financial reporting as of March 31, 2018, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is incorporated herein by reference (which report (1) expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph relating to Sprint Corporation’s retrospective adoption of Accounting Standards UpdateNo. 2016-15,Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, and (2) expresses an unqualified opinion on the effectiveness of internal control over financial reporting). Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

LEGAL MATTERS

The validity of the shares ofT-Mobile common stock to be issued pursuant to the merger will be passed upon by Wachtell, Lipton, Rosen & Katz.

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WHERE YOU CAN FIND MORE INFORMATION

BothT-Mobile and Sprint file annual, quarterly and current reports, proxy statements and other business and financial information with the SEC. You may read and copy any materials that eitherT-Mobile or Sprint files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. Please call the SEC at(800) SEC-0330 ((800)732-0330) for further information on the Public Reference Room. In addition,T-Mobile and Sprint file reports and other business and financial information with the SEC electronically, and the SEC maintains a website located at www.sec.gov containing this information. You will also be able to obtain these documents, free of charge, fromT-Mobile’s website atwww.t-mobile.com under the “Investor Relations” link, or from Sprint’s website at www.sprint.com under the “Investor Relations” link.The information contained on the websites ofT-Mobile, Sprint and the SEC (except for the filings described below) is not incorporated by reference into this joint consent solicitation statement/prospectus.

T-Mobile has filed a registration statement on FormS-4 of which this joint consent solicitation statement/prospectus forms a part with respect to theT-Mobile common stock to be issued in the merger transactions. This joint consent solicitation statement/prospectus constitutes the prospectus ofT-Mobile filed as part of the registration statement. As permitted by SEC rules, this joint consent solicitation statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and copy the registration statement, including any amendments, schedules and exhibits at the addresses set forth below. Statements contained in this joint consent solicitation statement/prospectus as to the contents of any contract or other documents referred to in this joint consent solicitation statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This joint consent solicitation statement/prospectus incorporates by reference documents thatT-Mobile and Sprint have previously filed with the SEC, including those listed below.

You should rely only on the information contained in this joint consent solicitation statement/prospectus or to which you have been referred.T-Mobile and Sprint have not authorized anyone to provide you with any additional information. This joint consent solicitation statement/prospectus is dated as of the date listed on the cover page. You should not assume that the information contained in this joint consent solicitation statement/prospectus is accurate as of any date other than such date, and neither the mailing or posting of this joint consent solicitation statement/prospectus to stockholders ofT-Mobile or Sprint nor the issuance ofT-Mobile common stock in the merger transactions will create any implication to the contrary.

This joint consent solicitation statement/prospectus also incorporates by reference the following documents that have previously been filed with the SEC byT-Mobile (File No. 001–33409):

•

Annual Report on Form10-K for the fiscal year ended December 31, 2017, filed on February 8, 2018, as updated by the Current Report on Form8-K filed on June 18, 2018;

•

Quarterly Reports on Form10-Q for the fiscal quarter ended March 31, 2018, filed on May 1, 2018, and for the fiscal quarter ended June 30, 2018, filed on August 1, 2018;

•

Current Reports on Form8-K (only to the extent “filed” and not “furnished”), filed on January 22, 2018 (two filings), January 25, 2018, February 21, 2018, February 22, 2018, March 30, 2018, April 30, 2018, May 4, 2018, May 17, 2018, May 21, 2018, June 14, 2018 and June 18, 2018; and

•

Definitive Proxy Statement on Schedule 14A, filed on April 26, 2018.

This joint consent solicitation statement/prospectus incorporates by reference the following documents that have previously been filed with the SEC by Sprint (File No. 001–04721):

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Annual Report on Form10-K for the fiscal year ended March 31, 2018, filed on May 24, 2018;

•

Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018, filed on August 7, 2018;

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Current Reports on Form8-K (only to the extent “filed” and not “furnished”), filed on April 30, 2018, May 2, 2018, May 14, 2018, May 18, 2018, May 30, 2018, June 6, 2018, July 2, 2018 and August 9, 2018; and

•

Definitive Proxy Statement on Schedule 14A, filed on June 26, 2018.

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All additional documents that eitherT-Mobile or Sprint may file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this joint consent solicitation statement/prospectus and prior to the receipt of theT-Mobile stockholder approval and the Sprint stockholder approval will also be deemed to be incorporated by reference. However, some documents or information, such as that called for by Item 2.02 and Item 7.01 of Form8-K, or the exhibits related thereto under Item 9.01 of Form8-K, are deemed furnished and not filed in accordance with SEC rules. None of those documents or that information is deemed to be incorporated by reference into this joint consent solicitation statement/prospectus. Additionally, except as expressly stated with respect to the filings described above, to the extent this joint consent solicitation statement/prospectus contains references to the websites ofT-Mobile or Sprint, the information on those websites does not constitute a part of, and is not incorporated by reference into, this joint consent solicitation statement/prospectus.

If you are a stockholder ofT-Mobile, you can obtain any of the documents incorporated by reference throughT-Mobile or the SEC. Documents incorporated by reference are available fromT-Mobile without charge, excluding all exhibits unless such exhibits have been specifically incorporated by reference in this joint consent solicitation statement/prospectus. You will not receive copies of the documents incorporated by reference, as they are not being sent to stockholders unless specifically requested. You may obtain documents incorporated by reference in this joint consent solicitation statement/prospectus free of charge by requesting them in writing or by telephone as follows or by accessing the website listed below:

T-Mobile Investor Relations

1 Park Avenue, 14th Floor

New York, New York 10016

Telephone: (212)358-3210

www.t-mobile.com

To ensure timely delivery of the documents,T-Mobile stockholders must make their requests no later than [ ], 2018.

If you are a stockholder of Sprint, you can obtain any of the documents incorporated by reference through Sprint or the SEC. Documents incorporated by reference are available from Sprint without charge, excluding all exhibits unless such exhibits have been specifically incorporated by reference in this joint consent solicitation statement/prospectus. You will not receive copies of the documents incorporated by reference, as they are not being sent to stockholders unless specifically requested. You may obtain documents incorporated by reference in this joint consent solicitation statement/prospectus free of charge by requesting them in writing or by telephone as follows or by accessing the website listed below:

Sprint Shareholder Relations

6200 Sprint Parkway, Mailstop KSOPHF0302-3B679

Overland Park, Kansas 66251

Telephone: (913)794-1091

www.sprint.com

To ensure timely delivery of the documents, Sprint stockholders must make their requests no later than [ ], 2018.

Any statement contained in a document incorporated or deemed to be incorporated by reference into this joint consent solicitation statement/prospectus will be deemed to be modified or superseded for purposes of this joint consent solicitation statement/prospectus to the extent that a statement contained in this joint consent solicitation statement/prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this joint consent solicitation statement/prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this joint consent solicitation statement/prospectus. Any statement concerning the contents of any contract or other document filed as an exhibit to the registration statement is not necessarily complete. With respect to each contract or other document filed as an exhibit to the registration statement, you are referred to that exhibit for a more complete description of the matter involved, and each such statement is qualified in its entirety by such reference.

297

ANNEX A

Conformed Copy

EXECUTION VERSION

BUSINESS COMBINATION AGREEMENT

by and among

T-MOBILE US, INC.,

HURON MERGER SUB LLC,

SUPERIOR MERGER SUB CORPORATION,

SPRINT CORPORATION,

STARBURST I, INC.,

GALAXY INVESTMENT HOLDINGS, INC.

and for the limited purposes set forth in this Agreement,

DEUTSCHE TELEKOM AG,

DEUTSCHE TELEKOM HOLDING B.V.,

and

SOFTBANK GROUP CORP.

Dated as of April 29, 2018

TABLE OF CONTENTS


		Page
ARTICLE I

THE MERGER TRANSACTIONS

Section 1.1.	The SoftBank US Mergers		A-2
Section 1.2.	The Merger		A-3
Section 1.3.	Closing		A-3
Section 1.4.	SoftBank US Mergers Effective Time and Effective Time		A-3
Section 1.5.	Effects of the Merger Transactions		A-3

ARTICLE II

CERTAIN GOVERNANCE MATTERS

Section 2.1.	Combined Company Name and Ticker		A-3
Section 2.2.	Headquarters		A-3
Section 2.3.	Management of Combined Company		A-4
Section 2.4.	Board of Directors of Combined Company		A-4
Section 2.5.	Organizational Documents; Subsidiary Arrangements		A-4
Section 2.6.	Certain Other Agreements		A-5

ARTICLE III

EFFECT OF THE MERGER TRANSACTIONS ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

Section 3.1.	Effect of the SoftBank US Mergers on the Capital Stock of Starburst and Galaxy and the Limited Liability Interests of Merger Company		A-5
Section 3.2.	Effect of the Merger on the Capital Stock of Sprint		A-6
Section 3.3.	Treatment of Sprint Equity Awards		A-7
Section 3.4.	No Dissenters’ Rights		A-8
Section 3.5.	Exchange of Shares and Certificates; Fractional Shares		A-8
Section 3.6.	Certain Adjustments		A-11
Section 3.7.	Certain Subsidiaries; Further Assurances		A-11

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1.	Representations and Warranties of Sprint		A-12
Section 4.2.	Representations and Warranties ofT-Mobile, Merger Sub and Merger Company		A-30
Section 4.3.	Representations and Warranties of the SoftBank Parties		A-48
Section 4.4.	Representations and Warranties of the DT Parties		A-51
Section 4.5.	No Other Representations and Warranties		A-52

ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

Section 5.1.	Conduct of Business		A-52
Section 5.2.	No Solicitation by Sprint		A-62
Section 5.3.	No Solicitation byT-Mobile		A-63

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1.	Preparation of the FormS-4 and the Consent Solicitation Statement; Recommendations		A-64

A-i


		Page
Section 6.2.	Access to Information; Confidentiality		A-66
Section 6.3.	Reasonable Best Efforts; Filings; Notification		A-67
Section 6.4.	Regulatory Compliance		A-70
Section 6.5.	Communications		A-70
Section 6.6.	Indemnification, Exculpation and Insurance		A-70
Section 6.7.	Fees and Expenses		A-72
Section 6.8.	Public Announcements		A-72
Section 6.9.	Listing; Delisting and Deregistration		A-72
Section 6.10.	Certain Tax Matters		A-72
Section 6.11.	Takeover Statutes		A-73
Section 6.12.	Conveyance Taxes		A-73
Section 6.13.	Employee Benefits		A-73
Section 6.14.	Section 16(b)		A-75
Section 6.15.	Notification of Certain Matters		A-75
Section 6.16.	Certain Litigation		A-75
Section 6.17.	Financing Matters		A-75
Section 6.18.	Merger Sub Approval and Merger Company Approval		A-79
Section 6.19.	Termination of Certain Agreements		A-79
Section 6.20.	FCC Auction Procedures		A-79

ARTICLE VII

CONDITIONS PRECEDENT

Section 7.1.	Conditions to Each Party’s Obligation to Effect the Merger Transactions		A-79
Section 7.2.	Conditions to Obligations ofT-Mobile, Merger Sub, Merger Company and the DT Parties		A-80
Section 7.3.	Conditions to Obligations of Sprint and the SoftBank Parties		A-81

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

Section 8.1.	Termination		A-83
Section 8.2.	Effect of Termination		A-84
Section 8.3.	Amendment		A-85
Section 8.4.	Extension; Waiver		A-85

ARTICLE IX

SOFTBANK INDEMNIFICATION

Section 9.1.	SoftBank US Mergers Indemnification		A-85
Section 9.2.	SoftBank Tax Indemnification		A-86
Section 9.3.	Additional Agreements		A-86

ARTICLE X

GENERAL PROVISIONS

Section 10.1.	Nonsurvival of Representations and Warranties		A-88
Section 10.2.	Notices		A-88
Section 10.3.	Definitions		A-90
Section 10.4.	Interpretation		A-98
Section 10.5.	Counterparts		A-98
Section 10.6.	Entire Agreement; No Third-Party Beneficiaries; No Additional Representations		A-98
Section 10.7.	GOVERNING LAW		A-98

A-ii


		Page
Section 10.8.	WAIVER OF JURY TRIAL		A-99
Section 10.9.	Assignment		A-99
Section 10.10.	Specific Enforcement		A-99
Section 10.11.	Jurisdiction		A-99
Section 10.12.	Headings, etc.		A-99
Section 10.13.	Severability		A-99
Section 10.14.	Financing Parties		A-100

Exhibits

Exhibit A – Form of Amended and Restated Certificate of Incorporation

Exhibit B – Form of Amended and Restated Bylaws

Exhibit C – Form of DT Support Agreement

Exhibit D – Form of SoftBank Support Agreement

Exhibit E – Form of Amended and Restated Stockholders’ Agreement

Exhibit F – Form of Voting and Proxy Agreement

Exhibit G – License Agreement Amendment

A-iii

INDEX OF DEFINED TERMS


Defined Term		Page
Action		20
affiliate		90
Agreement		1
Annual Bonus Plan		74
Anti-Corruption Laws		28
Antitrust Laws		14
Apportioned Expenses		72
Article IX Indemnitee		85
Board of Directors		91
Book-Entry Share		9
Business Counterparties		70
business day		91
Certificate		9
CFIUS		14
Change of Control Waiver Offer		76
Change of Control Waiver Supplemental Indentures		76
Clearance List		27
Closing		3
Closing Date		3
COBRA		20
Code		2
Commitment Letter		47
Communications Act		14
Compliant		91
Confidentiality Agreement		91
Consent Solicitation Statement		64
contract		91
control		90
Controlled Group Liability		91
Debt Offers		76
DGCL		1
DLLCA		1
DSS		14
DT		1
DT Holdco		1
DT Parties		1
DT Support Agreement		2
EDGAR		16
Effect		94
Effective Time		3
Employees		73
Enforceability Exceptions		13
Environmental Claim		91
Environmental Laws		92
Environmental Permits		28
ERISA		92
ERISA Affiliate		92
Excess Shares		10
Exchange Act		14
Exchange Agent		8

A-iv


Defined Term		Page
Exchange Fund		8
Exchange Ratio		6
FAA		18
FAA Rules		19
FAR		27
FASB		56
FCC		18
FCC Licenses		92
FCC Rules		20
Final Purchase Period		8
Financing		47
Financing Entities		92
Financing Parties		92
FOCI		67
FormS-4		65
GAAP		16
Galaxy		1
Galaxy Common Stock		5
Galaxy Exchange Ratio		5
Galaxy Merger Consideration		5
Government Contract		92
Governmental Bid		92
Governmental Consents		92
Governmental Entity		13
Hazardous Materials		92
HSR Act		14
Indebtedness		93
Indemnified Parties		71
Intellectual Property		93
IRS		20
IT Assets		93
knowledge		93
Labor Agreement		93
Laws		18
License Agreement Amendment		5
Licenses		18
Liens		13
Losses		85
Marketing Period		93
Material Adverse Effect		94
Maximum Amount		71
Measurement Date		14
Merger		1
Merger Certificate		3
Merger Company		1
Merger Consideration		6
Merger Sub		1
Merger Transactions		94
Multiemployer Plan		94
Multiple Employer Plan		95
NASDAQ		14
National Security Agreement		69
New Plans		73
NISPOM		14

A-v


Defined Term		Page
Non-SoftBank Sprint Warrant		6
NSA		28
NYSE		14
Old Plans		74
Outside Date		83
Payment Amount		84
PBGC		21
Permitted Liens		95
person		95
Personal Data		95
Post-Closing Tax Period		95
Pre-Closing Tax Period		95
Pre-Merger Financing Transaction		76
Pro-Rata Bonus		74
Protection Period		73
PUCs		14
Regulatory Material Adverse Condition		70
Representative		62
Required Information		96
Restraint		80
Revised Structure Notice		2
Roaming Agreement		1
Sarbanes-Oxley Act		15
SEC		12
Section 721		14
Securities Act		14
SoftBank		1
SoftBank Book-Entry Share		9
SoftBank Certificate		8
SoftBank Parties		1
SoftBank Sprint Warrant		92
SoftBank Support Agreement		2
SoftBank Surviving Entity		2
SoftBank UK HoldCo		2
SoftBank US HoldCos		1
SoftBank US Merger Certificates		3
SoftBank US Mergers		1
SoftBank US Mergers Effective Time		3
Specified Counsel		96
Specified Termination		84
Spectrum Notes		77
Spectrum Notes Change of Control Waiver		76
Sprint		1
Sprint 401(k) Plan		74
Sprint Alternative Transaction		63
Sprint Benefit Plan		96
Sprint Board Recommendation		13
Sprint Certificate of Incorporation		12
Sprint Classified Contracts		28
Sprint CoC Notes		76
Sprint Common Stock		6
Sprint Communications Licenses		18
Sprint Disclosure Letter		12
Sprint Equity Award		8

A-vi


Defined Term		Page
Sprint Equity Plans		96
Sprint ESPP		8
Sprint FCC Licenses		18
Sprint Filed SEC Documents		12
Sprint Financial Statements		16
Sprint Independent Committee		13
Sprint Material Contracts		25
Sprint Material Licenses		18
SprintNon-Voting Common Stock		14
Sprint Notes		76
Sprint Option		96
Sprint Preferred Stock		14
Sprint PSU Award		97
Sprint RSU Award		97
Sprint SEC Documents		15
Sprint State Licenses		18
Sprint Stockholder Approval		96
Sprint Subject Shares		49
Sprint Third Party		62
Sprint TIA Award		97
Sprint Title IV Plan		21
Sprint Warrants		97
Starburst		1
Starburst Common Stock		5
Starburst Exchange Ratio		6
Starburst Merger Consideration		6
Stockholder Litigation		75
Stockholders’ Agreement		5
Straddle Period		96
subsidiary		96
Surviving Corporation		3
Tax Attribute		97
Tax Certificates		81
Tax Return		97
Taxes		97
Taxing Authority		97
T-Mobile		1
T-Mobile 401(k) Plan		74
T-Mobile Alternative Transaction		64
T-Mobile Benefit Plan		97
T-Mobile Board Recommendation		31
T-Mobile Certificate of Incorporation		30
T-Mobile Charter Amendment		97
T-Mobile Charter Amendment Approval		97
T-Mobile Clearance List		45
T-Mobile Common Stock		3
T-Mobile Communications Licenses		36
T-Mobile Disclosure Letter		30
T-Mobile Equity Award		97
T-Mobile ESPP		97
T-Mobile FCC Licenses		36
T-Mobile Filed SEC Documents		30

A-vii


Defined Term		Page
T-Mobile Financial Statements		33
T-Mobile Independent Committee		31
T-Mobile Material Contracts		42
T-Mobile Material Licenses		35
T-Mobile Option		97
T-Mobile Preferred Stock		32
T-Mobile PSU Award		97
T-Mobile RSU Award		97
T-Mobile SEC Documents		33
T-Mobile Share Issuance		98
T-Mobile Share Issuance Approval		98
T-Mobile State Licenses		36
T-Mobile Stockholder Approval		98
T-Mobile Third Party		64
Voting and Proxy Agreement		5
WARN Act		22
Willful Breach		98

A-viii

BUSINESS COMBINATION AGREEMENT

This BUSINESS COMBINATION AGREEMENT, dated as of April 29, 2018 (this “Agreement”), is made by and amongT-Mobile US, Inc., a Delaware corporation (“T-Mobile”), Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary ofT-Mobile (“Merger Company”), Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Merger Company (“Merger Sub”), Sprint Corporation, a Delaware corporation (“Sprint”), Starburst I, Inc., a Delaware corporation (“Starburst”), Galaxy Investment Holdings, Inc., a Delaware corporation (“Galaxy” and, collectively with Starburst, the “SoftBank US HoldCos”), and for the limited purposes of the covenants and representations and warranties set forth herein that are expressly obligations of such persons, Deutsche Telekom AG, anAktiengesellschaft organized and existing under the laws of the Federal Republic of Germany (“DT”), Deutsche Telekom Holding B.V., abesloten vennootschap met beperkteaansprakelijkheidorganized and existing under the laws of the Netherlands (“DT Holdco” and, collectively with DT, the “DT Parties”), and SoftBank Group Corp., a Japanesekabushiki kaisha (“SoftBank” and, collectively with the SoftBank US HoldCos, the “SoftBank Parties”).

W I T N E S S E T H:

WHEREAS, the respective Boards of Directors ofT-Mobile and Sprint have deemed it advisable and in the best interests of the respective corporations and their respective stockholders that, on the terms and subject to the conditions set forth in this Agreement,T-Mobile and Sprint effect a business combination through the SoftBank US Mergers and the merger of Merger Sub with and into Sprint in accordance herewith, with Sprint continuing as the surviving corporation and as a wholly owned subsidiary ofT-Mobile (the “Merger”), pursuant to Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”);

WHEREAS, immediately prior to the Merger, Starburst and Galaxy shall each merge with and into Merger Company, with Merger Company continuing as the surviving entity and as a wholly owned subsidiary ofT-Mobile (the “SoftBank US Mergers”), pursuant to Section 264 of the DGCL andSection 18-209(b) of the Delaware Limited Liability Company Act (the “DLLCA”), on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Board of Directors ofT-Mobile has unanimously (a) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, theT-Mobile Charter Amendment and theT-Mobile Share Issuance, on the terms and subject to the conditions set forth in this Agreement, (b) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, theT-Mobile Charter Amendment and theT-Mobile Share Issuance, are fair to, and in the best interests of,T-Mobile and the stockholders ofT-Mobile, (c) recommended the approval of theT-Mobile Charter Amendment and theT-Mobile Share Issuance to the stockholders ofT-Mobile, on the terms and subject to the conditions set forth in this Agreement, and (d) directed that theT-Mobile Charter Amendment and theT-Mobile Share Issuance be submitted to the stockholders ofT-Mobile for approval;

WHEREAS, the Board of Directors of Sprint has unanimously (a) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, on the terms and subject to the conditions set forth in this Agreement, (b) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, are fair to, and in the best interests of, Sprint and the stockholders of Sprint, (c) recommended the adoption of this Agreement to the stockholders of Sprint, on the terms and subject to the conditions set forth in this Agreement, and (d) directed that this Agreement be submitted to the stockholders of Sprint for adoption;

WHEREAS, concurrently with the execution and delivery of this Agreement,T-Mobile USA, Inc., Sprint Spectrum L.P. and Sprint (solely for purposes of Section 20 thereof) are entering into that certain Domestic LTE Roaming Data Services Agreement (the “Roaming Agreement”);

A-1

WHEREAS, following the execution and delivery of this Agreement, it is anticipated that (a) each DT Party, in its capacity as a direct or indirect holder ofT-Mobile Common Stock, will enter into a support agreement in the form attached hereto asExhibit C (the “DT Support Agreement”) and (b) each SoftBank Party and SoftBank Group Capital Limited, a limited company organized under the laws of England and Wales (“SoftBank UK HoldCo”), in its capacity as a direct or indirect holder of Sprint Common Stock, will enter into a support agreement in the form attached hereto asExhibit D (the “SoftBank Support Agreement”);

WHEREAS, for United States federal income tax purposes, it is intended that the Merger (and, if consummated, each of the SoftBank US Mergers) will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, this Agreement is intended to be, and is hereby adopted as, a “plan of reorganization” with respect to the Merger (and, if consummated, each of the SoftBank US Mergers) for purposes of Sections 354, 361 and 368 of the Code and within the meaning of Treasury Regulations Section 1.368-2(g); and

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with this Agreement and to set forth certain conditions to the Merger Transactions.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I

THE MERGER TRANSACTIONS

Section 1.1.TheSoftBank US Mergers. Upon the terms and subject to the conditions set forth in this Agreement (which, for the purposes of the SoftBank US Mergers, shall constitute an agreement and plan of merger contemplated by Section 264 of the DGCL andSection 18-209(b) of the DLLCA) and in accordance with the DGCL and the DLLCA, at the SoftBank US Mergers Effective Time, each of Starburst and Galaxy will be merged with and into Merger Company, and the separate company existence of each of Starburst and Galaxy shall thereupon cease. Merger Company shall continue as the surviving entity in the SoftBank US Mergers (sometimes referred to herein as the “SoftBank Surviving Entity”) and, following the SoftBank US Mergers, shall continue to be a wholly owned subsidiary ofT-Mobile. Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event that (i)T-Mobile is unable to obtain the opinion contemplated bySection 7.2(e) or Sprint is unable to obtain the opinion contemplated bySection 7.3(e), but all other conditions shall have been satisfied or waived or shall then be capable of being satisfied or waived, thenT-Mobile or Sprint, as the case may be, shall give prompt written notice to Sprint orT-Mobile, respectively (each, a “Revised Structure Notice”), and upon delivery thereof, the parties shall be required to complete the transactions contemplated hereby, including the Merger, other than the SoftBank US Mergers, and (A) the provisions of this Agreement providing for the SoftBank US Mergers, including the first two sentences of thisSection 1.1,Section 1.4(a)(i),Section 1.4(b)(i), the second sentence ofSection 1.4,Section 3.1,Section 3.5(b), the reference to the SoftBank US Mergers inSection 6.10(a)(i) and the first sentence ofSection 6.10(b) shall not be given effect,Section 6.10(c) shall not be given effect, and the conditions inSection 7.2(e) andSection 7.3(e) shall, notwithstanding anything to the contrary herein, be deemed automatically waived by the applicable parties entitled to waive such conditions without any further action on the part of such parties, the SoftBank US Mergers shall be abandoned and shall not occur, and the SoftBank US Mergers Effective Time shall not occur and references herein to the SoftBank US Mergers Effective Time shall, where appropriate, be deemed to be references to the Effective Time, but (B) all other provisions of this Agreement shall be given effect and shall continue in full force and effect and the Merger and the other transactions contemplated by this Agreement (other than the SoftBank US Mergers) shall (subject to the terms and conditions hereof) occur.

A-2

Section 1.2.The Merger. Upon the terms and subject to the conditions set forth in this Agreement (which, for purposes of the Merger, shall constitute an agreement and plan of merger contemplated by Section 251 of the DGCL) and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into Sprint, and the separate corporate existence of Merger Sub shall thereupon cease. Sprint shall continue as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”) and, following the Merger, shall be a wholly owned subsidiary ofT-Mobile.

Section 1.3.Closing. Unless otherwise mutually agreed in writing between Sprint andT-Mobile, the closing of the Merger Transactions (the “Closing”) shall take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019, at 9:00 a.m., New York time, on the third business day (the “Closing Date”) following the day on which the last to be satisfied or waived (other than those conditions that are not legally permitted to be waived) of the conditions set forth inArticle VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) shall be satisfied or waived in accordance with this Agreement, or at such other time and place as may be mutually agreed in writing among the parties;provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth inArticle VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), the Closing shall occur on the earlier to occur of (a) a date during the Marketing Period specified byT-Mobile on no less than three (3) business days’ notice to Sprint and (b) the third business day immediately following the final day of the Marketing Period.

Section 1.4.SoftBank US Mergers Effective Time and Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall cause (a) (i) with respect to each of the SoftBank US Mergers, a certificate of merger (the “SoftBank US Merger Certificates”) satisfying the applicable requirements of the DGCL and the DLLCA to be duly executed, and (ii) with respect to the Merger, a certificate of merger (the “Merger Certificate”) satisfying the applicable requirements of the DGCL to be duly executed, and (b) each of (i) the SoftBank US Merger Certificates and (ii) the Merger Certificate to be filed with the Secretary of State of the State of Delaware. The SoftBank US Mergers shall become effective at the time that shall be mutually agreed by the parties and specified in the SoftBank US Merger Certificates (the “SoftBank US Mergers Effective Time”). The Merger shall become effective at the time when the Merger Certificate has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be mutually agreed by the parties and specified in the Merger Certificate (the “Effective Time”);provided that if no Revised Structure Notice shall have been delivered in accordance withSection 1.1, the Effective Time (as specified in the Merger Certificate) shall be at least one minute after the SoftBank US Mergers Effective Time (and shall be so specified in the SoftBank US Merger Certificates).

Section 1.5.Effects of the Merger Transactions. Each of the Merger Transactions shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL and, unless the Revised Structure Notice shall have been delivered in accordance withSection 1.1, the DLLCA.

ARTICLE II

CERTAIN GOVERNANCE MATTERS

Section 2.1.Combined Company Name and Ticker. The parties intend that, following the Merger, (a) the name ofT-Mobile shall continue to be“T-Mobile US, Inc.”,(b) T-Mobile shall continue to conduct its business under such name (unless otherwise determined by the Board of Directors ofT-Mobile) and (c) the shares of common stock, par value $0.00001 per share, ofT-Mobile (the “T-Mobile Common Stock”) shall continue to trade under the ticker symbol “TMUS.”

Section 2.2.Headquarters. The parties intend that, immediately following the Effective Time,T-Mobile shall have its headquarters in Bellevue, Washington, with a secondary headquarters in Overland Park, Kansas.

A-3

Section 2.3.Management of Combined Company.T-Mobile and Sprint shall cooperate to take all reasonable actions necessary to cause, effective as of the Effective Time, (a) the Chief Executive Officer ofT-Mobile immediately prior to the Effective Time to serve as the Chief Executive Officer ofT-Mobile from and after the Effective Time and (b) the officers ofT-Mobile from and after the Effective Time to be such individuals asT-Mobile and Sprint shall agree, through a process overseen by their respective Chief Executive Officers and in consultation with DT and SoftBank, cooperating in good faith to identify such individuals prior to the Effective Time, in the case of each of clauses (a) and (b), serving until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified.

Section 2.4.Board of Directors of Combined Company.

(a)Board of Directors.T-Mobile, Sprint, DT and SoftBank shall cooperate to take all actions necessary to cause the Board of Directors ofT-Mobile as of immediately following the Effective Time to consist of a total of 14 directors as follows:

(i) DT shall designate nine of such 14 directors prior to the Effective Time. Of such nine designees, (x) at least two of such designees shall be designated following consultation with SoftBank and the independent directors ofT-Mobile and shall qualify as an “independent director” under the listing standards of NASDAQ and the applicable rules of the SEC and (y) one of such designees shall be the Chief Executive Officer of DT as of immediately prior to the Effective Time;

(ii) SoftBank shall designate four of such 14 directors prior to the Effective Time. Of such four designees, (x) at least two of such designees shall be designated following consultation with DT and the independent directors of Sprint and shall qualify as an “independent director” under the listing standards of NASDAQ and the applicable rules of the SEC, one of whom shall also qualify as the “Security Director” (or equivalent) to the extent required by the national security agreement among Sprint, SoftBank, the Department of Justice, the Department of Homeland Security and the Department of Defense, or any successor or replacement agreement or arrangement that may be entered into in connection with the transactions contemplated hereby or by the Stockholders’ Agreement or the Voting and Proxy Agreement, and (y) one of such designees shall be the Chief Executive Officer of SoftBank as of the date hereof (or, if such Person is unable to serve, another Person designated by SoftBank); and

(iii) the remaining director ofT-Mobile shall be the Chief Executive Officer ofT-Mobile as determined in accordance withSection 2.3.

(b)Chairperson of the Board of Directors.T-Mobile, Sprint, DT and SoftBank shall cooperate to take all actions necessary to cause the Chairperson of the Board of Directors ofT-Mobile as of immediately following the Effective Time to be the Chief Executive Officer of DT as of immediately prior to the Effective Time.

(c)CEO Selection Committee of the Board of Directors.T-Mobile, Sprint, DT and SoftBank shall cooperate to take all actions necessary to cause the Board of Directors ofT-Mobile to establish, effective as of the Effective Time, a CEO Selection Committee in accordance with the terms of the Stockholders’ Agreement.

Section 2.5.Organizational Documents; Subsidiary Arrangements.

(a) The parties shall take all necessary actions so that, at the Effective Time, subject in the case of theT-Mobile Certificate of Incorporation to theT-Mobile Charter Amendment Approval, theT-Mobile Certificate of Incorporation and the Bylaws ofT-Mobile shall be amended and restated in their entirety to be in the forms attached hereto asExhibit A andExhibit B, respectively, in each case until thereafter amended in accordance with their respective terms and applicable Law.

(b) The parties shall take all necessary actions so that, at the Effective Time, the Sprint Certificate of Incorporation and the Bylaws of Sprint shall be amended and restated in their entirety to be in the forms of the

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Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time (except that (i) the name of the Surviving Corporation shall be “Sprint Corporation” and (ii) the reference to the incorporator will be removed) and, as so amended and restated, shall be the Certificate of Incorporation and Bylaws, respectively, of the Surviving Corporation, in each case until thereafter amended in accordance with their respective terms and applicable Law.

(c) The parties shall take all actions necessary so that the directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and the Bylaws of the Surviving Corporation. The parties shall take all actions necessary so that the officers of Sprint at the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and the Bylaws of the Surviving Corporation.

(d) The limited liability company agreement of Merger Company in effect immediately prior to the SoftBank US Mergers Effective Time shall be the limited liability company agreement of the SoftBank Surviving Entity from and after the SoftBank US Mergers Effective Time until thereafter amended in accordance with its terms and applicable Law.

(e) The officers of Merger Company at the SoftBank US Mergers Effective Time shall, from and after the SoftBank US Mergers Effective Time, be the officers of the SoftBank Surviving Entity until their successors shall have been duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the limited liability company agreement of the SoftBank Surviving Entity and applicable Law.

Section 2.6.Certain Other Agreements. Prior to the Closing,(a) T-Mobile, DT and SoftBank shall enter into an amended and restated stockholders’ agreement (the “Stockholders’ Agreement”) in the form attached hereto asExhibit E, (b) DT and SoftBank shall enter into a voting and proxy agreement (the “Voting and Proxy Agreement”) in the form attached hereto asExhibit F, in each case effective as of the Effective Time, and (c) DT andT-Mobile shall enter into an amendment to that certain License Agreement, dated as of April 30, 2013, by and betweenT-Mobile and DT (the “License Agreement Amendment”) in the form attached hereto asExhibit G.

ARTICLE III

EFFECT OF THE MERGER TRANSACTIONS ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

Section 3.1.Effect of the SoftBank US Mergers on the Capital Stock of Starburst and Galaxy and the Limited Liability Interests of Merger Company. At the SoftBank US Mergers Effective Time, by virtue of the SoftBank US Mergers and without any action on the part of Starburst, Galaxy,T-Mobile, Merger Company, SoftBank, any other holder of any shares of common stock, par value $0.01 per share, of Starburst (the “Starburst Common Stock”), any other holder of any shares of common stock, par value $0.01 per share, of Galaxy (the “Galaxy Common Stock”), or any other person:

(a)Starburst Merger Consideration and Galaxy Merger Consideration. (i) The shares of Galaxy Common Stock outstanding immediately prior to the SoftBank US Mergers Effective Time shall cease to be outstanding, shall be canceled and shall cease to exist and shall be automatically converted into the right to receive, in the aggregate, a number of validly issued, fully paid and nonassessable shares ofT-Mobile Common Stock equal to the product (the “Galaxy Exchange Ratio”) of (A) the Exchange Ratio and (B) the number of shares of Sprint Common Stock then held by Galaxy (the “Galaxy Merger Consideration”); and (ii) the shares of Starburst Common Stock outstanding immediately prior to the Effective Time shall cease to be outstanding, shall be canceled and shall cease to exist and shall be automatically converted into the right to receive, in the

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aggregate, a number of validly issued, fully paid and nonassessable shares ofT-Mobile Common Stock equal to the product (the “Starburst Exchange Ratio”) of (A) the Exchange Ratio and (B) the number of shares of Sprint Common Stock then held by Starburst (the “Starburst Merger Consideration”). From and after the SoftBank US Mergers Effective Time, (I) each SoftBank Certificate or SoftBank Book-Entry Share that immediately prior to the SoftBank US Mergers Effective Time represented outstanding shares of Galaxy Common Stock shall represent only the right to receive, upon the surrender thereof, its pro rata portion of the Galaxy Merger Consideration and (II) each SoftBank Certificate or SoftBank Book-Entry Share that immediately prior to the SoftBank US Mergers Effective Time represented outstanding shares of Starburst Common Stock shall thereafter represent only the right to receive, upon the surrender thereof, its pro rata portion of the Starburst Merger Consideration, in each case pursuant toSection 3.5;providedthat (after taking into account all such certificates and book-entry shares delivered by any holder of Starburst Common Stock or Galaxy Common Stock in connection with the SoftBank US Mergers) (i) no fractional shares ofT-Mobile Common Stock shall be issued to any holder of Starburst Common Stock or Galaxy Common Stock in the SoftBank US Mergers and (ii) cash in lieu of fractional shares ofT-Mobile Common Stock shall be paid to any such holder, in each case in accordance withSection 3.5(f).

(b)Conversion of Merger Company Limited Liability Company Interests. Each limited liability company interest of Merger Company outstanding immediately prior to the SoftBank US Mergers Effective Time shall remain outstanding as a limited liability company interest of the SoftBank Surviving Entity.

Section 3.2.Effect of the Merger on the Capital Stock ofSprint. At the Effective Time, by virtue of the Merger and without any action on the part of Sprint,T-Mobile, Merger Sub, Merger Company, the holders of any shares of Sprint Common Stock or any other person:

(a)Merger Consideration. Each share of common stock, par value $0.01 per share, of Sprint (the “Sprint Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Sprint Common Stock to be canceled pursuant toSection 3.2(b) and any shares of Sprint Common Stock to remain outstanding pursuant toSection 3.2(c)) shall be automatically converted into the right to receive 0.10256 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares ofT-Mobile Common Stock (the “MergerConsideration”);provided, that cash shall be payable in lieu of any fractional share ofT-Mobile Common Stock as specified inSection 3.5(f). At the Effective Time, each share of Sprint Common Stock (other than any shares of Sprint Common Stock to be canceled pursuant toSection 3.2(b) or to remain outstanding pursuant toSection 3.2(c)) shall cease to be outstanding, shall be canceled and shall cease to exist and each Certificate or Book-Entry Share shall thereafter represent only, and any holder thereof shall cease to have any rights with respect thereto except, the right to receive, upon the surrender thereof, the Merger Consideration in accordance withSection 3.5.

(b)Cancellation of Certain Sprint Common Stock. Each share of Sprint Common Stock held directly by Sprint as treasury stock immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no consideration shall be payable in respect thereof or in exchange therefor.

(c)Treatment of Sprint Common Stock Held by SoftBank Surviving Entity. Each share of Sprint Common Stock held by the SoftBank Surviving Entity immediately prior to the Effective Time shall be unaffected by the Merger and shall remain outstanding as a share of common stock of the Surviving Corporation, par value $0.01 per share.

(d)Cancellation of Merger Sub Common Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time and all rights in respect thereof shall automatically be canceled and retired and shall cease to exist, and no consideration shall be payable in respect thereof or in exchange therefor.

(e)Sprint Warrants. Except for the Sprint Warrant described inSection 3.2(e) of the Sprint Disclosure Letter (the “Non-SoftBank Sprint Warrant”), each Sprint Warrant outstanding immediately prior to the Effective

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Time and all rights in respect thereof shall automatically be canceled and retired and shall cease to exist, and no consideration shall be payable in respect thereof or in exchange therefor. None of the Sprint Warrants, other than theNon-SoftBank Sprint Warrant, shall be assumed byT-Mobile or its subsidiaries (including Merger Sub, Merger Company, the Surviving Corporation or the SoftBank Surviving Entity) in connection with the transactions contemplated by this Agreement, including the Merger Transactions.

Section 3.3.Treatment of Sprint Equity Awards.

(a)Conversion. At the Effective Time, by virtue of the Merger and without any action on the part of Sprint,T-Mobile, Merger Sub, the holders of any Sprint Equity Awards or any other person:

(i) Each Sprint Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into an option to purchase, on the terms and conditions (including, if applicable, any continuing vesting requirements) under the applicable plan and award agreement in effect immediately prior to the Effective Time, (A) that number of shares ofT-Mobile Common Stock, rounded down to the nearest whole share, equal to the product determined by multiplying (I) the total number of shares of Sprint Common Stock subject to such Sprint Option immediately prior to the Effective Time by (II) the Exchange Ratio, (B) at aper-share exercise price, rounded up to the nearest whole cent, equal to the quotient determined by dividing (I) the exercise price per share of Sprint Common Stock covered by such Sprint Option immediately prior to the Effective Time by (II) the Exchange Ratio.

(ii) Each Sprint RSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into aT-Mobile RSU Award on the terms and conditions (including, if applicable, any continuing vesting requirements) under the applicable plan and award agreement in effect immediately prior to the Effective Time, with respect to a number of shares ofT-Mobile Common Stock, rounded up to the nearest whole share, determined by multiplying (A) the number of shares of Sprint Common Stock subject to such Sprint RSU Award immediately prior to the Effective Time by (B) the Exchange Ratio. Any accrued but unpaid dividend equivalents with respect to any Sprint RSU Award will be assumed and become an obligation with respect to the applicableT-Mobile RSU Award.

(iii) Each Sprint PSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into aT-Mobile RSU Award on the terms and conditions (including, if applicable, any continuing vesting requirements, but not the performance-based vesting conditions applicable to such Sprint PSU Awards immediately prior to the Effective Time) under the applicable plan and award agreement in effect immediately prior to the Effective Time, with respect to a number of shares ofT-Mobile Common Stock, rounded up to the nearest whole share, determined by multiplying (A) the number of shares of Sprint Common Stock subject to such Sprint PSU Award immediately prior to the Effective Time by (B) the Exchange Ratio. Any accrued but unpaid dividend equivalents with respect to any such Sprint PSU Award will be assumed and become an obligation with respect to the applicableT-Mobile RSU Award. For purposes of thisSection 3.3(a)(iii), the number of shares of Sprint Common Stock subject to each Sprint PSU Award immediately prior to the Effective Time shall be based on the assumed level of performance to equal (1) in the case of a Sprint TIA Award the greatest of (x) the volume-weighted average price of Sprint Common Stock over any150-calendar day period as specified in the applicable award agreement as of the Effective Time, (y) the volume-weighted average price of Sprint Common Stock over the five (5) consecutive trading day period ending with the second (2nd) complete trading day prior to the Effective Time and (z) the volume-weighted average price of Sprint Common Stock equal to 100% of the target award; and (2) in the case of a Sprint PSU Award other than a Sprint TIA Award, in respect of outstanding performance periods as of the Effective Time, the target number of shares of Sprint Common Stock underlying such Sprint PSU Award and in respect of completed performance periods as of the Effective Time, the actual number of shares of Sprint Common Stock underlying such Sprint PSU Award.

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(b)Sprint ESPP. Prior to the Effective Time, Sprint shall take all actions necessary or required under the Sprint Employees Stock Purchase Plan (the “Sprint ESPP”) and applicable Law to, contingent on the Effective Time, (i) cause the purchase period then underway under the Sprint ESPP (the “Final Purchase Period”), to the extent that it would otherwise be outstanding at the Effective Time, to be terminated no later than five (5) business days prior to the date on which the Effective Time occurs; (ii) make any pro rata adjustments that may be necessary to reflect the Final Purchase Period, but otherwise treat the Final Purchase Period as a fully effective and completed purchase period for all purposes pursuant to the Sprint ESPP; and (iii) cause the exercise (as of no later than five (5) business days prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the Sprint ESPP. On such exercise date, Sprint shall apply the funds credited as of such date pursuant to the Sprint ESPP within each participant’s payroll withholding account to the purchase of whole shares of Sprint Common Stock in accordance with the terms of the Sprint ESPP, and such shares of Sprint Common Stock shall be outstanding shares of Sprint Common Stock and entitled to receive the Merger Consideration in accordance withSection 3.2.

(c)Assumption of Sprint Equity Awards. Effective as of the Effective Time,T-Mobile shall assume (i) the Sprint Options, Sprint RSU Awards and Sprint PSU Awards (any such award, a “Sprint Equity Award”) in accordance with the terms of thisSection 3.3 and (ii) sponsorship of each Sprint Equity Plan;provided that references to Sprint therein shall thereupon be deemed references toT-Mobile and references to Sprint Common Stock therein shall be deemed references toT-Mobile Common Stock with appropriate equitable adjustments to reflect the transactions contemplated by this Agreement.

(d)Corporate Actions. Prior to the Effective Time, the Board of Directors of Sprint or the appropriate committee thereof shall adopt resolutions providing for the treatment of the Sprint Equity Awards and the Sprint Equity Plans as contemplated by thisSection 3.3.

(e)Registration Statement. As soon as practicable after the Effective Time,T-Mobile shall prepare and file with the SEC a FormS-8 (or any successor form, or if FormS-8 is not available, such other appropriate forms) registering a number of shares ofT-Mobile Common Stock necessary to fulfillT-Mobile’s obligations under thisSection 3.3.T-Mobile shall take all corporate action necessary to reserve for issuance a sufficient number of shares ofT-Mobile Common Stock for delivery with respect to the Sprint Equity Awards assumed by it in accordance with thisSection 3.3.T-Mobile shall use commercially reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses with respect thereto) for so long as any of such assumed Sprint Equity Awards remain outstanding.

Section 3.4.No Dissenters’ Rights. In accordance with Section 262 of the DGCL, no appraisal rights shall be available to holders ofT-Mobile Common Stock or Sprint Common Stock in connection with the Merger Transactions.

Section 3.5.Exchange of Shares and Certificates; Fractional Shares.

(a)Exchange Agent. Prior to the Effective Time,T-Mobile shall designate a bank, trust company or nationally recognized stockholder services provider (the “ExchangeAgent”) reasonably acceptable to Sprint on terms reasonably acceptable to Sprint for the purpose of exchanging, in accordance with thisArticle III, Certificates and Book-Entry Shares for the Merger Consideration. In addition, on or prior to the Effective Time,T-Mobile shall deposit or cause to be deposited with the Exchange Agent for the benefit of the holders of shares of Sprint Common Stock evidence of shares ofT-Mobile Common Stock representing the aggregate amount of shares ofT-Mobile Common Stock sufficient to deliver the Merger Consideration (such shares, the “Exchange Fund”) payable in respect thereof. The Exchange Agent shall deliver the Merger Consideration to be issued pursuant toSection 3.2 out of the Exchange Fund.

(b)Exchange Procedures for the SoftBank US Mergers. On the Closing Date, promptly following the SoftBank US Mergers Effective Time, SoftBank shall cause the certificates (each, a “SoftBank Certificate”) and

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book-entry shares (each, a “SoftBank Book-Entry Share”) that immediately prior to the SoftBank US Mergers Effective Time represented outstanding shares of Starburst Common Stock and Galaxy Common Stock (or affidavits of loss in lieu of SoftBank Certificates pursuant toSection 3.5(j)) to be surrendered to the Exchange Agent, and upon such surrender, the holder of such SoftBank Certificates and such SoftBank Book-Entry Shares shall be entitled to receive, in exchange therefor, that number of whole shares ofT-Mobile Common Stock (which shall be in book-entry form) that such holder has the right to receive pursuant to the provisions of thisArticle III, and such SoftBank Certificates and SoftBank Book-Entry Shares so surrendered shall forthwith be canceled. Until surrendered as contemplated by thisSection 3.5, each SoftBank Certificate or SoftBank Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable pro rata portion of the Galaxy Merger Consideration or the applicable pro rata portion of the Starburst Merger Consideration, as applicable. No interest shall be paid or shall accrue for the benefit of holders of SoftBank Certificates or SoftBank Book-Entry Shares on the Galaxy Merger Consideration or the Starburst Merger Consideration payable upon the surrender of SoftBank Certificates or SoftBank Book-Entry Shares.

(c)Exchange Procedures for the Merger. As soon as reasonably practicable after the Effective Time (and in any event within five (5) business days thereafter), the Exchange Agent shall mail to each holder of record of a certificate (a “Certificate”) that immediately prior to the Effective Time represented outstanding shares of Sprint Common Stock and whose shares were converted into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of Certificates pursuant toSection 3.5(j)) to the Exchange Agent, and which shall be in a form reasonably acceptable toT-Mobile and Sprint) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of Certificates pursuant toSection 3.5(j)) in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed byT-Mobile, together with such letter of transmittal, duly executed, or, in the case of a book-entry share (a “Book-Entry Share”) that immediately prior to the Effective Time represented outstanding shares of Sprint Common Stock and whose shares were converted into the right to receive the Merger Consideration, upon the surrender of such Book-Entry Share, and in each case upon delivery of such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor that number of whole shares ofT-Mobile Common Stock (which shall be in book-entry form) and, if any, cash in lieu of fractional shares as set forth inSection 3.5(f) that such holder has the right to receive pursuant to the provisions of thisArticle III, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be a condition to the registration of such Merger Consideration that the surrendered Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required by reason of such registration in the name of a person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by thisSection 3.5, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall be paid or shall accrue for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of Certificates or Book-Entry Shares.

(d)Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect toT-Mobile Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, SoftBank Certificate, Book-Entry Share or SoftBank Book-Entry Share with respect to any shares ofT-Mobile Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant toSection 3.5(f), in each case until the later of the surrender of such

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Certificate, SoftBank Certificate, Book-Entry Share or SoftBank Book-Entry Share in accordance with thisArticle III and the payment date for such dividends or distributions.

(e)No Further Ownership Rights in Sprint Common Stock. The Merger Consideration, the Galaxy Merger Consideration and the Starburst Merger Consideration paid upon the surrender for exchange of Certificates, SoftBank Certificates, Book-Entry Shares or SoftBank Book-Entry Shares in accordance with the terms of thisArticle III shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Sprint Common Stock theretofore represented by such Certificates, SoftBank Certificates, Book-Entry Shares or SoftBank Book-Entry Shares, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Sprint Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates, SoftBank Certificates, Book-Entry Shares or SoftBank Book-Entry Shares are presented toT-Mobile, the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in thisArticle III.

(f)Fractional Shares.

(i) No certificates or scrip or book-entry notations representing fractional shares ofT-Mobile Common Stock shall be issued upon the surrender for exchange of Certificates, SoftBank Certificates, Book-Entry Shares or SoftBank Book-Entry Shares, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder ofT-Mobile.

(ii) Notwithstanding any other provision of this Agreement, each holder of shares of Sprint Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share ofT-Mobile Common Stock (after taking into account all Certificates and Book-Entry Shares delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount as determined below. As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (A) the aggregate number of shares ofT-Mobile Common Stock delivered to the Exchange Agent byT-Mobile for issuance to holders of Certificates or Book-Entry Shares over (B) the aggregate number of whole shares ofT-Mobile Common Stock to be distributed to holders of Certificates or Book-Entry Shares (such excess being herein referred to as the “Excess Shares”). As soon as practicable after the Effective Time, the Exchange Agent, as agent for such holders of Certificates or Book-Entry Shares, shall sell the Excess Shares at then prevailing prices on NASDAQ, all in the manner provided herein.

(iii) The sale of the Excess Shares by the Exchange Agent on NASDAQ shall be executed in round lots to the extent practicable. Until the net proceeds of any such sale or sales have been distributed to the holders of Certificates or Book-Entry Shares, the Exchange Agent shall hold such proceeds in trust for such holders. The net proceeds of any such sale or sales of Excess Shares to be distributed to the holders of Certificates or Book-Entry Shares shall be reduced by any and all commissions, transfer taxes and otherout-of-pocket transaction costs, as well as any expenses, of the Exchange Agent incurred in connection with such sale or sales. The Exchange Agent shall determine the portion of such net proceeds to which each holder of Certificates or Book-Entry Shares shall be entitled, if any, by multiplying the amount of the aggregate net proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of Certificates or Book-Entry Shares is entitled (after taking into account all Certificates and Book-Entry Shares of such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of Certificates or Book-Entry Shares are entitled. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Certificates or Book-Entry Shares with respect to any fractional share interests, the Exchange Agent shall promptly pay such amounts to such holders subject to and in accordance with thisSection 3.5(f).

(g)Return of Merger Consideration. Any portion of the Merger Consideration made available to the Exchange Agent that remains undistributed to the holders of Certificates or Book-Entry Shares for one year after the Effective Time shall be delivered toT-Mobile, upon demand, and any holders of Certificates or Book-Entry Shares who have not theretofore complied with thisArticle III shall thereafter be entitled to look only to

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T-Mobile for payment of their claim for the Merger Consideration payable in respect of such shares and any dividends or distributions with respect toT-Mobile Common Stock.

(h)No Liability. None of Sprint,T-Mobile, Merger Sub, Merger Company, the Surviving Corporation, the SoftBank Surviving Entity, the DT Parties, the SoftBank Parties or the Exchange Agent shall be liable to any person in respect of any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate or Book-Entry Share has not been surrendered prior to seven years after the Effective Time, or immediately prior to such earlier date on which any cash, any shares ofT-Mobile Common Stock, any cash in lieu of fractional shares ofT-Mobile Common Stock or any dividends or distributions with respect toT-Mobile Common Stock in respect of such Certificate or Book-Entry Share would otherwise escheat to or become the property of any Governmental Entity, any such shares, cash or dividends or distributions in respect of such Certificate or Book-Entry Share shall, to the extent permitted by applicable Law, become the property ofT-Mobile, free and clear of all claims or interests of any person previously entitled thereto.

(i)Withholding Rights. Each ofT-Mobile and the Exchange Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement (including any shares ofT-Mobile Common Stock otherwise required to be delivered pursuant to thisArticle III) such amounts as it is required to deduct and withhold with respect to the making of such payment (or delivery) under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld or paid over to or deposited with the relevant Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made.

(j)Lost, Stolen or Destroyed Certificates. If any Certificate or SoftBank Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate or SoftBank Certificate to be lost, stolen or destroyed and, if required byT-Mobile or the Exchange Agent, the posting by such person of a bond in such reasonable amount asT-Mobile or the Exchange Agent, as applicable, may direct as indemnity against any claim that may be made against it with respect to such Certificate or SoftBank Certificate, as applicable, the Exchange Agent shall deliver (i) in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration with respect to the shares of Sprint Common Stock formerly represented thereby, any cash in lieu of fractional shares ofT-Mobile Common Stock, and any unpaid dividends and distributions on shares ofT-Mobile Common Stock deliverable in respect thereof, pursuant to this Agreement and (ii) in exchange for such lost, stolen or destroyed SoftBank Certificate, the applicable pro rata portion of the Galaxy Merger Consideration or the applicable pro rata portion of the Starburst Merger Consideration, as applicable, with respect to the shares of Galaxy Common Stock or Starburst Common Stock formerly represented thereby and any unpaid dividends and distributions on shares ofT-Mobile Common Stock deliverable in respect thereof, pursuant to this Agreement.

Section 3.6.Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Sprint Common Stock orT-Mobile Common Stock are changed into a different number of shares by reason of any reclassification, recapitalization,split-up, combination, exchange of shares, dividend payable in stock or other securities or other similar transaction, the Exchange Ratio and related provisions shall be appropriately adjusted to provide to the holders of Sprint Common Stock, Galaxy Common Stock, Starburst Common Stock or Sprint Equity Awards the same economic effect as contemplated by this Agreement prior to such reclassification, recapitalization,split-up, combination, exchange, dividend or other similar transaction. Nothing in thisSection 3.6 shall be construed to permit any party to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Section 3.7.Certain Subsidiaries; Further Assurances.

(a) DT shall cause its subsidiaries (other thanT-Mobile and its subsidiaries) to comply with this Agreement. SoftBank shall cause its subsidiaries (other than Sprint and its subsidiaries) to comply with this Agreement.

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(b) In the event DT,T-Mobile, SoftBank or Sprint shall have given a Revised Structure Notice prior to the SoftBank US Mergers Effective Time, the parties shall take all actions necessary or advisable in order to give effect to the last sentence ofSection 1.1.

(c) At and after the Effective Time, the officers and directors, as applicable, ofT-Mobile, the Surviving Corporation and the SoftBank Surviving Entity shall be authorized to execute and deliver, in the name and on behalf of Sprint, Merger Sub, Merger Company, the Surviving Corporation or the SoftBank Surviving Entity any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf thereof, any other actions and things necessary to vest, perfect or confirm of record or otherwise inT-Mobile or a subsidiary ofT-Mobile, as the case may be, any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired byT-Mobile or a subsidiary ofT-Mobile, as the case may be, as a result of, or in connection with, the Merger Transactions.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1.Representations and Warranties ofSprint. Except as set forth in any Sprint SEC Document filed with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2016 (including all exhibits and other information filed therewith or incorporated therein (including by reference), regardless of when such exhibits and other information were filed) and publicly available prior to the date of this Agreement (as amended prior to the date of this Agreement, the “Sprint Filed SEC Documents”), excluding any disclosures in such Sprint Filed SEC Documents contained in any risk factors section, any section related to forward-looking statements and other disclosures that are predictive, cautionary or forward-looking in nature, or except as disclosed in the disclosure letter delivered by Sprint toT-Mobile at or prior to the execution of this Agreement (the “Sprint Disclosure Letter”) and making reference to the particular subsection of this Agreement to which exception is being taken (provided that such disclosure shall be deemed to qualify that particular subsection and any other subsection of this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies such other subsection), Sprint represents and warrants toT-Mobile, Merger Sub, Merger Company and the DT Parties as follows:

(a)Organization, Standing and Corporate Power. Each of Sprint and its subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted, except, as to subsidiaries, for those jurisdictions where the failure to be so organized, existing or in good standing, or to have such power, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint. Each of Sprint and its subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint. Sprint has delivered or made available toT-Mobile prior to the date of this Agreement true and complete copies of any amendments to the Certificate of Incorporation of Sprint (the “Sprint Certificate of Incorporation”) and the Bylaws of Sprint not filed prior to the date of this Agreement with the Sprint Filed SEC Documents.

(b)Corporate Authority;Non-contravention.

(i) Sprint has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and, subject only to the Sprint Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Sprint and the consummation by Sprint of the transactions contemplated hereby have been duly authorized by all necessary corporate action

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on the part of Sprint, subject, in the case of the Merger, to the Sprint Stockholder Approval and the filing of the Merger Certificate pursuant to the DGCL. The Board of Directors of Sprint (at a meeting duly called and held) has, by the unanimous vote of all directors of Sprint, duly adopted resolutions: (A) approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, on the terms and subject to the conditions set forth in this Agreement, (B) determining that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, are fair to, and in the best interests of, Sprint and the stockholders of Sprint, (C) recommending the adoption of this Agreement to the stockholders of Sprint (the “Sprint Board Recommendation”) and (D) directing that this Agreement be submitted to the stockholders of Sprint for adoption, which resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors of Sprint consisting solely of independent directors of Sprint (the “Sprint Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger Transactions, are advisable and fair to, and in the best interests of, all of the stockholders of Sprint (including such stockholders other than the SoftBank Parties), and (B) recommending the submission of this Agreement to the full Board of Directors of Sprint and the approval of this Agreement and the transactions contemplated hereby, including the Merger Transactions, by the full Board of Directors of Sprint. This Agreement has been duly executed and delivered by Sprint and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of Sprint, enforceable against Sprint in accordance with its terms, except that such enforcement may be subject to (A) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief (collectively, the “Enforceability Exceptions”).

(ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement shall not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance, option, right of first refusal, preemptive right, hypothecation, mortgage, security interest or other similar restriction of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Sprint or any of its subsidiaries under, (A) the Sprint Certificate of Incorporation or the Bylaws of Sprint or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Sprint or any of its subsidiaries is a party or by which Sprint, any of its subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to inSection 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sprint or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Sprint’s subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Sprint or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

(iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority or anynon-governmental self-regulatory agency, commission or authority (each, a “Governmental Entity”) is required by or with respect to Sprint or any of its subsidiaries in connection with the execution and delivery of this Agreement by Sprint or the consummation by Sprint of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of

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1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable federal, state or foreign laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the HSR Act, the “Antitrust Laws”), (B) compliance with any applicable requirements of the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Communications Act”), (C) pursuant to any applicable Laws of any state or territorial public utility commissions (“PUCs”) or any similar foreign public utility bodies regulating telecommunications businesses, (D) pursuant to Section 721 of the Defense Production Act of 1950, as amended, including amendments made by the Foreign Investment and National Security Act of 2007 (codified at 50 U.S.C. § 4565), and the regulations promulgated by the Committee on Foreign Investment in the United States (“CFIUS”) thereunder, codified at 31 C.F.R. Part 800,et seq., or any successor statute and/or regulations thereto (collectively, “Section 721”), (E) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (F) pursuant to the DGCL, (G) in accordance with the rules and policies of the New York Stock Exchange (“NYSE”) or the NASDAQ Global Select Market (“NASDAQ”), (H) such filings with the Defense Security Service (“DSS”) as are necessary to comply with the National Industrial Security Program Operating Manual (DOD5220.22-M) (February 28, 2006) (together with any supplements, amendments or revised editions thereof, the “NISPOM”) and (I) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Sprint or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

(c)Capital Structure.

(i) The authorized capital stock of Sprint consists of 9,000,000,000 shares of Sprint Common Stock, 1,000,000,000 shares ofnon-voting common stock, par value $0.01 per share (the “SprintNon-Voting Common Stock”), and 20,000,000 shares of preferred stock, par value $0.0001 per share (the “Sprint Preferred Stock”). At the close of business on April 25, 2018 (the “Measurement Date”), (A) 4,006,698,492 shares of Sprint Common Stock were issued and outstanding, (B) 8,279 shares of Sprint Common Stock were held by Sprint in its treasury, (C) no shares of SprintNon-Voting Common Stock were outstanding, (D) no shares of Sprint Preferred Stock were outstanding, (E) 28,403,976 shares of Sprint Common Stock were subject to issuance pursuant to Sprint Options, (F) 8,724,233 shares of Sprint Common Stock were subject to issuance pursuant to Sprint RSU Awards, (G) 70,075,588 shares (assuming satisfaction of any performance vesting conditions at target levels) or 89,994,614 shares (assuming satisfaction of any performance vesting conditions at maximum levels) of Sprint Common Stock were subject to issuance pursuant to Sprint PSU Awards, (H) 54,579,924 shares of Sprint Common Stock were subject to issuance at a purchase price of $5.25 per share pursuant to the SoftBank Sprint Warrant, and 7,288,630 shares of Sprint Common Stock were subject to issuance at a purchase price of $3.43 per share pursuant to the Non-SoftBank Sprint Warrant and (I) 68,030,781 shares of Sprint Common Stock were reserved for issuance under the Sprint ESPP.

(ii) All outstanding shares of capital stock of Sprint are, and all shares of capital stock of Sprint that may be issued as permitted by this Agreement or otherwise shall be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth in thisSection 4.1(c) and except for changes since the Measurement Date resulting from the issuance of shares of Sprint Common Stock pursuant to the Sprint ESPP or the exercise or settlement of Sprint Options, Sprint RSU Awards or Sprint PSU Awards, or otherwise, to the extent expressly permitted bySection 5.1(a)(ii) (including Section 5.1(a)(ii) of the Sprint Disclosure Letter) or otherwise by this Agreement, (A) there are not issued or outstanding (x) any shares of capital stock or other voting or equity securities or interests of Sprint, (y) any securities or interests of Sprint or any of its subsidiaries convertible into, or exchangeable or exercisable for, or based upon the value of, any shares of capital stock or other voting or equity securities or interests of Sprint or (z) any warrants, calls, options, preemptive rights, subscriptions or other securities or rights to acquire from Sprint or any of its subsidiaries (including any subsidiary trust), or any agreements,

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arrangements or obligations of Sprint or any of its subsidiaries to issue, any shares of capital stock or other voting or equity securities or interests of Sprint, or any securities or interests convertible into, or exchangeable or exercisable for, or based upon the value of, any shares of capital stock or other voting or equity securities or interests of Sprint, (B) there are no outstanding obligations of Sprint or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or interests or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities or interests and (C) there are no outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by Sprint or any of its subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which Sprint or any of its subsidiaries is party, in each case pursuant to which any person is entitled to receive any payment from Sprint based in whole or in part on the value of any shares of capital stock or other voting or equity securities or interests of Sprint or any of its subsidiaries.

(iii) There are no stockholder agreements, voting agreements, voting trusts or other agreements or understandings to which Sprint or any of its subsidiaries is a party, including any such agreements or understandings restricting the transfer of the capital stock or other voting or equity securities or interests of Sprint or its subsidiaries or affecting the voting rights of the capital stock or other voting or equity securities or interests of Sprint or its subsidiaries. Neither Sprint nor any of its subsidiaries has granted any preemptive rights, anti-dilutive rights or rights of first refusal, registration rights,buy-sell rights or similar rights with respect to its shares of capital stock that are in effect. No shares of capital stock of Sprint are held by any subsidiary of Sprint.

(d)Subsidiaries.

(i) All outstanding shares of capital stock or other voting or equity securities or interests of each “Significant Subsidiary” (as defined in Rule 1-02 of RegulationS-X of the SEC) of Sprint have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by Sprint, free and clear of any Liens and free of any other restriction, including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other securities or interests.

(ii) There are no outstanding (A) securities or interests of Sprint or any of its subsidiaries convertible into, or exchangeable or exercisable for, or based upon the value of, any shares of capital stock or other voting or equity securities or interests of any subsidiary of Sprint, (B) warrants, calls, options, preemptive rights, subscriptions or other securities or rights to acquire from Sprint or any of its subsidiaries (including any subsidiary trust), or agreements, arrangements or obligations of Sprint or any of its subsidiaries to issue, any shares of capital stock or other voting or equity securities or interests of any subsidiary of Sprint, or any securities or interests convertible into, or exchangeable or exercisable for, or based on the value of, any shares of capital stock or other voting or equity securities or interests of any subsidiary of Sprint or (C) obligations of Sprint or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or interests of any subsidiary of Sprint or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities or interests.

(e)SEC Documents; Financial Statements; Undisclosed Liabilities.

(i) Sprint and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including all exhibits and other information filed therewith or incorporated therein (including by reference), regardless of when such exhibits and other information were filed) with the SEC since January 1, 2016 (the “Sprint SEC Documents”). As of their respective dates, the Sprint SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Sprint SEC Documents, and none of the Sprint SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in

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light of the circumstances under which they were made, not misleading. Prior to the date of this Agreement, Sprint has furnished toT-Mobile true and complete copies of all comment letters from the SEC since January 1, 2016 through the date of this Agreement with respect to any of the Sprint SEC Documents, together with all written responses of Sprint thereto, other than any such letters and responses that are publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval database (“EDGAR”) prior to the date of this Agreement. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Sprint SEC Documents, and, to the knowledge of Sprint, none of the Sprint SEC Documents is the subject of any outstanding SEC comment or investigation. No subsidiary of Sprint is required to file periodic reports with the SEC pursuant to the requirements of the Exchange Act.

(ii) The consolidated financial statements (including all related notes and schedules) of Sprint and its subsidiaries included in the Sprint SEC Documents (the “Sprint Financial Statements”) when filed complied in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Sprint and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normalyear-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto).

(iii) Except (A) as (and to the extent) reflected or reserved against in Sprint’s unaudited balance sheet as of December 31, 2017 (or the notes thereto) included in the Sprint Filed SEC Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2017, and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Sprint nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, and whether or not required by GAAP to be reflected on a consolidated balance sheet of Sprint and its subsidiaries (or in the notes thereto)) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Sprint.

(iv) Sprint maintains a system of “internal control over financial reporting” (as defined in Rules13a-15(f) and15d-15(f) of the Exchange Act) reasonably designed to provide reasonable assurance regarding the reliability of Sprint’s financial reporting and the preparation of Sprint’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Sprint, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Sprint are being made only in accordance with authorizations of management and directors of Sprint and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Sprint’s assets that could have a material effect on its financial statements. Since January 1, 2016, none of Sprint, Sprint’s independent accountants, the Board of Directors of Sprint or its audit committee has received any written or, to the knowledge of Sprint, oral notification of any (1) “significant deficiency” in the internal controls over financial reporting of Sprint, (2) “material weakness” in the internal controls over financial reporting of Sprint or (3) fraud, whether or not material, that involves management or other employees of Sprint who have a significant role in the internal controls over financial reporting of Sprint. Since January 1, 2016 through the date of this Agreement, there have been no material internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, chief accounting officer or general counsel of Sprint or the Board of Directors of Sprint or any committee thereof.

(v) The “disclosure controls and procedures” (as defined inRules 13a-15(e) and15d-15(e) of the Exchange Act) utilized by Sprint are reasonably designed to ensure that all information (both financial and

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non-financial) required to be disclosed by Sprint in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Sprint, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Sprint to make the certifications required under the Exchange Act with respect to such reports.

(vi) Since January 1, 2016, (A) neither Sprint nor any of its subsidiaries has received any written or, to the knowledge of Sprint, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Sprint or any of its subsidiaries, or unlawful accounting or auditing matters with respect to Sprint or any of its subsidiaries, and (B) no attorney representing Sprint or any of its subsidiaries, whether or not employed by Sprint or any of its subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Sprint or any of its subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of Sprint or any committee thereof or to the general counsel or chief executive officer of Sprint pursuant to the rules of the SEC adopted under Section 307 of the Sarbanes-Oxley Act, in each case (A) and (B), except as, individually or in the aggregate, has not been, and would not reasonably be expected to be, materially adverse to Sprint and its subsidiaries, taken as a whole.

(vii) Neither Sprint nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture,off-balance sheet partnership or similar contract (including any contract or arrangement relating to any transaction or relationship between or among Sprint and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any“off-balance sheet arrangements” (as defined in Item 303(a) of RegulationS-K under the Exchange Act)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Sprint or any of its subsidiaries in the Sprint Financial Statements or otherwise in the Sprint SEC Documents.

(viii) Sprint is in compliance in all material respects with the applicable rules and regulations of the NYSE and the applicable listing requirements of the NYSE.

(f)Information Supplied. None of the information supplied or to be supplied by Sprint specifically for inclusion or incorporation by reference in (i) the FormS-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or (ii) the Consent Solicitation Statement will, at the date it is first mailed to the respective stockholders of Sprint andT-Mobile, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Consent Solicitation Statement shall comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made by Sprint with respect to statements made or incorporated by reference therein based on information supplied byT-Mobile or a DT Party specifically for inclusion or incorporation by reference in the Form S-4 or the Consent Solicitation Statement.

(g)Absence of Certain Changes or Events.

(i) From December 31, 2017 through the date of this Agreement, other than with respect to the transactions contemplated hereby, the businesses of Sprint and its subsidiaries have been conducted in all material respects in the ordinary course of business in a manner consistent with past practice.

(ii) From December 31, 2017 through the date of this Agreement, neither Sprint nor any of its subsidiaries has taken any action that, if taken after the date of this Agreement, would constitute a breach of

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clause (i), (iv), (viii), (ix), (xi), (xii), (xv), (xvii) or (xx) (in the case of (xx), to the extent relating to any of the foregoing clauses) ofSection 5.1(a).

(iii) Since March 31, 2017, there have been no Effects that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Sprint.

(h)Compliance with Laws; Licenses.

(i) Sprint and its subsidiaries have been and are, and the businesses of Sprint and its subsidiaries have been and are being, conducted, in compliance with all federal, state, local and foreign laws, statutes and ordinances, common law and all rules, regulations, guidelines, standards, judgments, orders, writs, injunctions, decrees, arbitration awards, agency requirements, licenses and permits of any Governmental Entity (collectively, “Laws”) relating to Sprint and its subsidiaries or their respective businesses or properties, except where the failure to be in compliance with such applicable Laws, individually or in the aggregate, would not reasonably be expected to (A) have a Material Adverse Effect on Sprint or (B) prevent or materially delay the consummation of any of the transactions contemplated hereby. No investigation or review by any Governmental Entity with respect to Sprint or any of its subsidiaries is pending or, to the knowledge of Sprint, threatened, except for such investigations or reviews that, individually or in the aggregate, would not reasonably be expected to (A) have a Material Adverse Effect on Sprint or (B) prevent or materially delay the consummation of any of the transactions contemplated hereby. Each of Sprint and its subsidiaries has obtained, holds and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as currently conducted (the “Sprint Material Licenses”), except where the failure to have any such License, individually or in the aggregate, would not reasonably be expected to (A) have a Material Adverse Effect on Sprint or (B) prevent or materially delay the consummation of any of the transactions contemplated hereby.

(ii) Each of Sprint and its subsidiaries is in compliance with its obligations under each of the Licenses issued or granted to it by the Federal Communications Commission (the “FCC”) and all leases for the use of wireless spectrum between Sprint or any of its subsidiaries, as lessee(s), and the FCC licensees of such spectrum, as lessors (the “Sprint FCC Licenses”) and the rules and regulations of the FCC, and with its obligations under each of the Licenses issued or granted to it by PUCs regulating telecommunications businesses (the “Sprint State Licenses”), and with its obligations under each of the Licenses issued or granted to it by foreign Governmental Entities regulating telecommunications businesses (together with the Sprint Material Licenses, the Sprint FCC Licenses and the Sprint State Licenses, the “Sprint Communications Licenses”), in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole.

(iii) Sprint and its subsidiaries are not the subject of, and there are no pending or, to the knowledge of Sprint, threatened proceedings, notices of violation, orders of forfeiture, complaints or investigations relating to the Sprint Communications Licenses before the FCC, the Federal Aviation Administration (the “FAA”) or any other Governmental Entity, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole. The FCC actions granting all Sprint Communications Licenses, together with all underlying construction permits, have not been reversed, stayed, enjoined, annulled or suspended, and there is no pending or, to the knowledge of Sprint, threatened application, petition, objection or other pleading with the FCC, the FAA or any other Governmental Entity that challenges or questions the validity of or any rights of the holder under any such Sprint Communications License, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole.

(iv) Sprint or its subsidiaries have good and valid title to, or in the case of leases, a valid leasehold interest in, free and clear of all Liens, other than Sprint Permitted Liens, all of the Sprint Communications Licenses. Each of the Sprint Communications Licenses is issued in the name of Sprint or one of its subsidiaries. Each of the Sprint Communications Licenses is in full force and effect, is granted without

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conditions, except for those conditions on the face of such Sprint Communications License, conditions imposed by the FCC’s 800 MHz Report and Order, or conditions generally applicable to all similarly situated licenses of comparable spectrum, and is free and clear of all Liens (other than Permitted Liens), in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole.

(v) Each lease pursuant to which Sprint or any of its subsidiaries has the right to use wireless spectrum licensed by the FCC is (A) valid and binding, (B) in compliance with all applicable Laws and (C) enforceable in accordance with its terms, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole. To the knowledge of Sprint, each licensee of such wireless spectrum is in compliance with all of its obligations under the FCC Rules with respect to each License to which any such lease relates, and, to the knowledge of Sprint, there are no facts or circumstances that would reasonably be likely (whether with or without notice, lapse of time or the occurrence of any other event) to preclude the renewal or extension of any such lease in the ordinary course of business, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole. None of Sprint or its subsidiaries has, nor to the knowledge of Sprint has any other party to any such lease, claimed that any party to any such lease is in breach or default under such lease, and any past breach or default has been waived, cured or otherwise settled, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole. No party to any such lease has claimed in writing nor, to the knowledge of Sprint, has any party threatened in writing that Sprint or any of its subsidiaries is in violation of or default under any such lease, or that such party has the right to terminate such lease, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole. To the knowledge of Sprint, all FCC licenses underlying all such leases were validly issued and are in full force and effect, and are not subject to proceedings or threatened proceedings that could reasonably be expected to result in the revocation, modification, restriction, cancellation, termination, suspension ornon-renewal of any such FCC license, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole.

(vi) All of the currently operating cell sites, microwave paths, fiber routes and other network facilities of Sprint and its subsidiaries in respect of which a filing with the FCC or any other Governmental Entity was required have been constructed and are currently operated as represented to the FCC or such other Governmental Entity in currently effective filings, and modifications to such cell sites, microwave paths, fiber routes or other network facilities have been preceded by the submission to the FCC or any other applicable Governmental Entity of all required filings, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole. All facilities constructed by Sprint or its subsidiaries for the purpose of demonstrating compliance with FCC substantial service orbuild-out requirements, or educational use requirements, whether such filings were made by Sprint or a lessor leasing spectrum to Sprint, remain constructed and are currently being operated as represented to the FCC, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole.

(vii) All transmission towers owned or leased by Sprint and its subsidiaries are (to the knowledge of Sprint with respect to leased towers) obstruction-marked and lighted by Sprint or its subsidiaries to the extent required by, and in accordance with, the rules and regulations of the FAA (the “FAA Rules”), except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole. Appropriate notification to the FAA has been made for each transmission tower owned or leased by Sprint and its subsidiaries to the extent required to be made by Sprint or any of its subsidiaries by, and in accordance with, the FAA Rules, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole.

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(viii) Neither Sprint nor any of its subsidiaries holds any Sprint Communications Licenses through a partnership, joint venture or other person that is not a subsidiary of Sprint, or any structured finance, special purpose or limited purpose entity or person.

(ix) Sprint and its subsidiaries are fully qualified under the Communications Act and the rules and regulations of the FCC to hold the Sprint FCC Licenses generally. To the knowledge of Sprint, there are no facts or circumstances relating to the qualifications of Sprint and its subsidiaries that would prevent or materially delay the grant of any FCC Form 603 application (or other appropriate form) under the rules and regulations of the FCC (the “FCC Rules”) and the Communications Act with respect to the Merger Transactions.

(i)Litigation. There is no legal, administrative, arbitral or other action, suit, investigation, proceeding, claim, audit, hearing, charge, complaint, indictment, litigation or examination (each, an “Action”) pending or, to the knowledge of Sprint, threatened in writing against or affecting Sprint or any of its subsidiaries or any of their respective properties or any of their respective officers or directors before any court or arbitrator or any Governmental Entity, except as, individually or in the aggregate, would not reasonably be expected to (A) have a Material Adverse Effect on Sprint or (B) prevent or materially delay the consummation of any of the transactions contemplated hereby. Neither Sprint nor any of its subsidiaries is subject to any outstanding order, injunction or decree that, individually or in the aggregate, would reasonably be expected to (A) have a Material Adverse Effect on Sprint or (B) prevent or materially delay the consummation of any of the transactions contemplated hereby.

(j)Benefit Plans.

(i) Section 4.1(j)(i) of the Sprint Disclosure Letter contains a complete and correct list of each material Sprint Benefit Plan. With respect to each material Sprint Benefit Plan, Sprint has made available toT-Mobile complete and accurate copies of the following documents (if applicable): (A) such Sprint Benefit Plan and summary plan description thereof, (B) each trust, insurance, annuity or other funding contract related thereto, (C) the most recent audited financial statements and actuarial or other valuation reports prepared with respect thereto, (D) the most recent annual report on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) with respect thereto, and (E) the most recently received IRS determination letter or opinion.

(ii) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint, (A) each of the Sprint Benefit Plans has been operated and administered in compliance with its terms and in accordance with applicable Laws, including ERISA, the Code and in each case the regulations thereunder, (B) no Sprint Benefit Plan provides welfare benefits, including death or medical benefits (whether or not insured), with respect to current or former employees or directors of Sprint or its subsidiaries beyond their retirement or other termination of service, other than coverage mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or comparable U.S. state or foreign law, (C) all contributions or other amounts payable by Sprint or its subsidiaries as of the Effective Time pursuant to each Sprint Benefit Plan in respect of current or prior plan years have been timely paid or, to the extent not yet due, have been accrued in accordance with GAAP, (D) neither Sprint nor any of its subsidiaries has engaged in a transaction in connection with which Sprint or its subsidiaries could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, and (E) there are no pending or, to the knowledge of Sprint, threatened in writing or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any of the Sprint Benefit Plans or any trusts related thereto.

(iii) Except as set forth on Section 4.1(j)(iii) of the Sprint Disclosure Letter or as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint, none of Sprint, any of its subsidiaries or any of their respective ERISA Affiliates contributes to or is obligated to contribute to, or within the six years preceding the date of this Agreement contributed to, or was obligated to contribute to, a Multiemployer Plan or Multiple Employer Plan, and none of Sprint, any of its subsidiaries or any of their respective ERISA Affiliates has, within the preceding six years, withdrawn in a complete or partial withdrawal from any Multiemployer Plan or incurred any liability under Section 4202 of ERISA.

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(iv) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint, each of the Sprint Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code, (A) is so qualified and, to the knowledge of Sprint, there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of any such plan and (B) has received a favorable determination letter or opinion letter as to its qualification.

(v) Section 4.1(j)(v) of the Sprint Disclosure Letter sets forth each Sprint Benefit Plan that is subject to Section 302 or Title IV or Section 412, 430 or 4971 of the Code (each, a “Sprint Title IV Plan”). With respect to each Sprint Title IV Plan, except for matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint, (A) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, (B) no such Sprint Title IV Plan is currently in “at risk” status within the meaning of Section 430 of the Code or Section 303(i) of ERISA, (C) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, (D) none of Sprint, any of its subsidiaries or any of their respective ERISA Affiliates has engaged in any transaction described in Section 4069, 4204(a) or 4212(c) of ERISA, (E) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in full, (F) no liability (other than for premiums to the PBGC) has been or, to the knowledge of Sprint, is expected to be incurred by Sprint or any of its subsidiaries, and (G) the PBGC has not instituted proceedings to terminate any such Sprint Title IV Plan. Except for matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint, there does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability that would be a liability following the Closing of Sprint, any of its subsidiaries or any of their respective ERISA Affiliates. Since December 31, 2016, there has not been any material change in any actuarial or other assumption used to calculate funding obligations with respect to any Sprint Title IV Plan, or any material change in the manner in which contributions to any Sprint Title IV Plan are made or the basis on which such contributions are determined.

(vi) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will (A) result in any payment (including severance, unemployment compensation, forgiveness of Indebtedness or otherwise) becoming due to any current or former employee, director or other individual service provider of Sprint or its subsidiaries under any Sprint Benefit Plan, (B) increase any compensation or benefits otherwise payable under any Sprint Benefit Plan, (C) result in any acceleration of the time of payment, funding or vesting of any such compensation or benefits, (D) impose any restrictions or limitations on the rights ofT-Mobile or its affiliates to amend, merge, terminate or receive a reversion of assets from any Sprint Benefit Plan or (E) result in the payment of any compensation or benefits to any person who would be a “disqualified individual” (as such term is defined in Treasury RegulationsSection 1.280G-1) with respect to Sprint or its affiliates that could reasonably, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).

(vii) No person is entitled to receive any additional payment (including any Taxgross-up or other payment) from Sprint or any of its subsidiaries as a result of the imposition of the excise Taxes required by Section 4999 of the Code or any Taxes required by Section 409A of the Code.

(viii) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint, all Sprint Benefit Plans subject to the laws of any jurisdiction outside of the United States (A) have been maintained in accordance with all applicable requirements, (B) that are intended to qualify for special tax treatment meet all requirements for such treatment, and (C) that are intended to be funded and/or book-reserved are funded and/or book reserved, as required under applicable Laws and GAAP, based upon reasonable actuarial assumptions.

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(k)Labor and Employment Matters.

(i) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint, neither Sprint nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, affirmative action, immigration, occupational health and safety or workplace safety and workers compensation insurance laws to conduct an investigation of Sprint or any of its subsidiaries and, to the knowledge of Sprint, no such investigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of Sprint or any of its subsidiaries, (B) to the knowledge of Sprint, there is no (and has not been during the three-year period preceding the date of this Agreement) labor organizing effort pending or threatened in writing against Sprint or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Sprint, threatened in writing against Sprint or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown or work stoppage in effect or, to the knowledge of Sprint, threatened in writing, with respect to any employees of Sprint or any of its subsidiaries, (E) neither Sprint nor any of its subsidiaries has, or is reasonably expected to have, any liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law (the “WARN Act”), and (F) to the knowledge of Sprint, no current or former employee, independent contractor or consultant of Sprint or any of its subsidiaries has breached any nondisclosure obligation to,non-competition agreement with or other restrictive covenant with: (i) Sprint or any of its subsidiaries or (ii) a former employer of any such individual relating to (a) the right of any such individual to be employed or engaged by Sprint or any of its subsidiaries or (b) the use or disclosure of confidential information in connection with such individual’s employment with or engagement by Sprint or any of its subsidiaries. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint, Sprint and each of its subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, affirmative action, immigration and occupational safety and health (including classifications of service providers as employees and/or independent contractors).

(ii) Neither Sprint nor any of its subsidiaries is a party or subject to, or otherwise bound by, any Labor Agreement, and none of the employees of Sprint or its subsidiaries are represented by a works council, union or similar labor organization with respect to their services to Sprint or its subsidiaries. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will require the consent of, or advance notification to, any works councils, unions or similar labor organizations with respect to employees of Sprint or any of its subsidiaries.

(l)Taxes. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint:

(i) (A) All Tax Returns required to be filed by Sprint and its subsidiaries, have been timely filed, (B) all such Tax Returns are true, complete and correct in all respects, (C) all Taxes (whether or not reflected on such Tax Returns) required to have been paid by Sprint and its subsidiaries have been timely paid, except, in the case of clause (B) or (C), with respect to Taxes for which adequate reserves have been established in accordance with GAAP in the Sprint Financial Statements, and (D) Sprint and its subsidiaries have duly and timely withheld all Taxes required to be withheld and such withheld Taxes have been either duly and timely paid to the proper Taxing Authority or properly set aside in accounts for such purpose and will be duly and timely paid to the proper Taxing Authority.

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(ii) As of the date hereof, there is no written agreement or other written document waiving or extending, or having the effect of waiving or extending, the statute of limitations or the period of assessment or collection of any Taxes relating to Sprint or any of its subsidiaries that remains in effect.

(iii) (A) No investigation, examination, audit or other administrative proceeding with regard to any Taxes or Tax Return of Sprint or any of its subsidiaries is currently pending or has been threatened in writing, and (B) no Taxing Authority has asserted in writing any deficiency or claim for Taxes or any adjustment to Taxes with respect to which Sprint or any of its subsidiaries may be liable which has not been adequately reserved for in the Sprint Financial Statements, fully paid or finally settled.

(iv) Neither Sprint nor any of its subsidiaries is bound by any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law), or has received or requested any private letter ruling, technical advice memorandum or other written ruling from a Taxing Authority, which agreement, ruling or memorandum is or would be binding with respect to any taxable period for which the applicable statute of limitations has not yet expired.

(v) In the past three years, no claim has been made in writing by a Governmental Entity in a jurisdiction where Sprint or any of its subsidiaries does not file Tax Returns with respect to a particular type of Tax that it is or may be subject to taxation for such Tax by that jurisdiction.

(vi) Neither Sprint nor any of its subsidiaries (A) is a party to or bound by or has any obligation under any Tax indemnification, separation, sharing or similar agreement or arrangement (other than (x) any such agreements solely between Sprint and one or more wholly owned subsidiaries of Sprint or (y) customary Tax indemnification provisions in commercial contracts entered into in the ordinary course of business and not primarily related to Taxes), (B) is or has been a member of any consolidated, combined, unitary or similar group for purposes of filing Tax Returns or paying Taxes (other than a group of which Sprint is the common parent corporation), or (C) has any liability for the payment of Taxes of any person (other than Sprint or any of its subsidiaries) as a successor or transferee, or otherwise.

(vii) None of the assets of Sprint or any of its subsidiaries is subject to any Liens for Taxes (other than Permitted Liens).

(viii) In the past two years, neither Sprint nor any of its subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify fortax-free treatment under Section 355 of the Code.

(ix) Neither Sprint nor any of its subsidiaries has taken any action or knows of the existence of any fact, agreement, plan or other circumstance that could reasonably be expected to prevent or impede (i) the qualification of any of the SoftBank US Mergers or the Merger as a “reorganization” within the meaning of Section 368(a) of the Code, (ii) Starburst or Galaxy from delivering their respective Tax Certificates, or (iii) Sprint obtaining the opinion described inSection 7.3(e).

(x) Neither Sprint nor any of its subsidiaries has participated in any “listed transaction” within the meaning of Treasury RegulationsSection 1.6011-4(b)(2) (or any similar provision of state, local or foreign Law).

(m)Voting Requirements. The Sprint Stockholder Approval is the only vote of holders of any securities of Sprint or its subsidiaries necessary to approve the transactions contemplated by this Agreement. The execution and delivery to Sprint by the SoftBank Stockholder (as defined in the SoftBank Support Agreement) of the written consent contemplated by Section 2 of the SoftBank Support Agreement will constitute receipt of the Sprint Stockholder Approval.

(n)Intellectual Property.

(i) Sprint and its subsidiaries own, free and clear of all Liens (except Permitted Liens), or have the right to use pursuant to valid licenses, sublicenses, agreements or permissions, all items of Intellectual Property

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necessary for their operations as currently conducted or as contemplated by them to be conducted, except where the failure to own or have such rights, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint. All such rights shall survive the consummation of the Merger unchanged in all respects, except as would not reasonably be expected to have a Material Adverse Effect on Sprint.

(ii) The conduct of Sprint’s and its subsidiaries’ businesses as currently conducted or as contemplated by them to be conducted does not infringe, misappropriate, dilute or otherwise violate any of the Intellectual Property rights of any third party, except for infringements, misappropriations, dilutions or other violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint. No claims are pending or, to the knowledge of Sprint, threatened in writing adversely affecting the Intellectual Property rights of Sprint, except for claims that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint. To the knowledge of Sprint, no third party has infringed upon, misappropriated, diluted, or otherwise violated any Intellectual Property rights of Sprint or any of its subsidiaries, except for infringements, misappropriations, dilutions or other violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint.

(iii) Sprint and its subsidiaries have taken reasonable measures to protect the confidentiality of material trade secrets and other material confidential information, owned by or provided to them under conditions of confidentiality, including requiring all persons having access thereto to execute writtennon-disclosure agreements or otherwise be bound by obligations of confidentiality, except where the failure to take such measures, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint. To the knowledge of Sprint, there has been no disclosure of any such trade secrets or confidential information of or relating to Sprint or any of its subsidiaries to any person, except for disclosures that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint.

(iv) The material IT Assets of Sprint and its subsidiaries operate and perform as needed by Sprint and its subsidiaries to adequately conduct their respective businesses as currently conducted or as contemplated by them to be conducted, except for failures to operate or perform that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint. Since January 1, 2015, to the knowledge of Sprint, there have been no security breaches, unauthorized access, failures or unplanned outages or other adverse integrity or security access incidents affecting the IT Assets of Sprint or its subsidiaries or any other persons to the extent used by or on behalf of Sprint or its subsidiaries (or, in each case, information and transactions stored or contained therein or transmitted thereby), in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole.

(o)Data Protection.

(i) Sprint and its subsidiaries (A) are and have been since January 1, 2015 in compliance with all applicable Laws, as well as their own rules, policies and procedures, relating to privacy, data protection and the collection, retention, protection, transfer, use and processing of Personal Data, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole, and (B) have implemented and maintained a data security plan with commercially reasonable administrative, technical and physical safeguards to protect Personal Data against unauthorized access, use, loss and damage.

(ii) To the knowledge of Sprint, since January 1, 2015, there has been no unauthorized access to, or use, misuse or loss of, or damage to, any Personal Data maintained by or on behalf of Sprint or any of its subsidiaries, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole. Since January 1, 2015, no person (including any Governmental Entity) has made any claim or commenced any Action with respect to any unauthorized

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access to, or use, misuse or loss of, or damage to, any Personal Data maintained by or on behalf of Sprint or any of its subsidiaries, except as, individually or in the aggregate, would not reasonably be expected to be material to Sprint and its subsidiaries, taken as a whole.

(p)Material Contracts.

(i) Except for this Agreement, the Sprint Benefit Plans or any contracts filed as exhibits to or incorporated by reference in (regardless of when such contract was originally filed) any Sprint Filed SEC Document, Section 4.1(p)(i) of the Sprint Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each contract described below in thisSection 4.1(p)(i) that is unexpired and effective as of the date of this Agreement to which Sprint or any subsidiary of Sprint is a party or by which any of their respective properties or assets is bound or affected (all contracts of the type described in thisSection 4.1(p)(i), other than the Sprint Benefit Plans, whether or not set forth on Section 4.1(p)(i) of the Sprint Disclosure Letter, being referred to herein as the “Sprint Material Contracts”):

(A) any partnership, joint venture, strategic alliance or collaboration contract which is material to Sprint and its subsidiaries, taken as a whole;

(B) any contract pursuant to which any Indebtedness of Sprint or any of its subsidiaries, in each case in excess of $100,000,000, is outstanding or secured, other than any such contract or instrument solely between or among Sprint and any of its wholly owned subsidiaries;

(C) any contract related to an acquisition, divestiture, merger or similar transaction that contains financial covenants, indemnities or other similar payment obligations (including“earn-out” or other contingent payment obligations) that are still in effect and that would reasonably be expected to result in the receipt or making of future payments in excess of $100,000,000;

(D) any contract requiring or reasonably likely to result in (x) payments by Sprint and its subsidiaries in excess of (I) for any interconnection, bundling or similar agreement in connection with which the equipment, networks and services of Sprint or any of its subsidiaries are connected to those of another service provider in order to allow their respective customers access to each other’s services and networks, $50,000,000 during any12-month period or $100,000,000 for the period beginning on the date hereof and ending at the stated termination date of such contract, or, if no termination date is stated therein, for the period beginning on the date hereof and ending on the second anniversary of the date hereof, or (II) for all other contracts, $200,000,000 during any12-month period or $400,000,000 for the period beginning on the date hereof and ending at the stated termination date of such contract, or, if no termination date is stated therein, for the period beginning on the date hereof and ending on the second anniversary of the date hereof, or (y) payments to Sprint and its subsidiaries in excess of (I) for any interconnection, bundling or similar agreement in connection with which the equipment, networks and services of Sprint or any of its subsidiaries are connected to those of another service provider in order to allow their respective customers access to each other’s services and networks, $50,000,000 during any12-month period or $100,000,000 for the period beginning on the date hereof and ending at the stated termination date of such contract, or, if no termination date is stated therein, for the period beginning on the date hereof and ending on the second anniversary of the date hereof, or (II) for all other contracts, $200,000,000 during any12-month period or $400,000,000 for the period beginning on the date hereof and ending at the stated termination date of such contract, or, if no termination date is stated therein, for the period beginning on the date hereof and ending on the second anniversary of the date hereof;

(E) any contract containing anon-competition or similar provision that materially restricts the ability of Sprint or any of its subsidiaries to compete in any material line of business or in any material geographic region or with any person;

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of its subsidiaries to provide any minimum level of service, in each case which are, or in a manner that is, material to Sprint and its subsidiaries, taken as a whole;

(G) any contract obligating Sprint or any of its subsidiaries to make any capital expenditures in excess of $100,000,000, other than acquisitions of inventory and equipment in the ordinary course of business;

(H) any contract pursuant to which Sprint or any of its subsidiaries (x) leases wireless spectrum requiring or reasonably likely to result in annual payments by or to Sprint and its subsidiaries in excess of $100,000,000, (y) would reasonably be expected to be required to purchase, sell, lease or exchange any wireless spectrum with a value in excess of $100,000,000 or (z) provides mobile virtual network operator or other wholesale mobile network services to any third person and requiring or reasonably likely to result in annual payments by or to Sprint and its subsidiaries in excess of $100,000,000;

(I) any contract involving the settlement of any claim, action, suit or proceeding or any threatened claim, action, suit or proceeding (or series of related claims, actions, suits or proceedings) which (x) involves payments after the date hereof in excess of $100,000,000 or (y) imposes material monitoring, reporting or othernon-monetary obligations to any third party or Governmental Entity;

(J) (x) any NSA, (y) any Government Contract of Sprint or any of its subsidiaries involving payments in excess of $50,000,000, the period of performance of which is still active or for which final payment has not been received or (z) any other material contract with a Governmental Entity;

(K) any contract that contains a put, call, right of first refusal, right of first negotiation, right of first offer, redemption, repurchase or similar right pursuant to which Sprint or any of its subsidiaries would be required to purchase or sell, as applicable, any material equity interests, businesses, lines of business, divisions, joint ventures, partnerships or other assets;

(L) (x) any contract providing for a sale-leaseback, lease-leaseback or similar arrangement of tower sites and related assets involving, or that would reasonably be expected to involve, proceeds in excess of $100,000,000 and (y) any material lease, sublease,sub-sublease license or other agreement under which Sprint or any of its subsidiaries leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to use or occupy, now or in the future, any real property;

(M) any contract or binding oral or other arrangement between Sprint or any of its subsidiaries, on the one hand, and SoftBank or any of its affiliates (other than Sprint and its subsidiaries), on the other hand reasonably likely to result in (x) payments by Sprint and its subsidiaries in excess of $25,000,000 in any fiscal year or (y) payments to Sprint and its subsidiaries in excess of $25,000,000 in any fiscal year; and

(N) any contract not otherwise described in any other subsection of thisSection 4.1(p)(i) that would be required to be filed by Sprint as a “material contract” (as such term is defined in Item 601(b)(10) of RegulationS-K of the SEC).

(ii) Sprint has delivered or made available toT-Mobile, or its external legal advisors pursuant to a confidential review process, prior to the date of this Agreement, true and complete copies (with the exception of redactions) of all Sprint Material Contracts that exist as of the date of this Agreement and have not been filed as exhibits to the Sprint Filed SEC Documents. Except to the extent it has previously expired in accordance with its terms, each Sprint Material Contract is valid and binding on Sprint (or, to the extent that a subsidiary of Sprint is a party, such subsidiary) and is in full force and effect in all material respects (subject to the Enforceability Exceptions). Sprint and each of its subsidiaries have performed all obligations required to be performed by them to date under each Sprint Material Contract, except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint. Neither Sprint nor any of its subsidiaries has knowledge of, or has received written notice of, any material violation or default under (nor, to the knowledge of Sprint, does there exist any condition that with or without notice or

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lapse of time, or both, would result in such a material violation or default under) any Sprint Material Contract. To the knowledge of Sprint, no other party to any Sprint Material Contract is in breach of or default under the terms of any Sprint Material Contract, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Sprint.

(iii) Since December 31, 2013, (A) neither Sprint nor any of its subsidiaries has been suspended or debarred from bidding on or entering into contracts or subcontracts for or with any Governmental Entity, (B) no suspension or debarment actions with respect to any Government Contract have been commenced or threatened in writing against Sprint or any of its subsidiaries, (C) all representations and certifications made by Sprint or any of its subsidiaries in connection with each of such entity’s Government Contracts and Government Bids were accurate and complete in all material respects as of the date of submission, and all such representations and certifications have been kept current, to the extent required, (D) neither Sprint nor any of its subsidiaries has received any written notice of investigations or audits planned, underway or unresolved by any Governmental Entity with respect to any Government Contract or Government Bid, and to the knowledge of Sprint, there are no such investigations planned, underway or unresolved for which Sprint or any of its subsidiaries has not received notice, (E) there are no material outstanding claims or disputes against or with Sprint or any of its subsidiaries relating to any Government Contracts and involving either the U.S. government, any prime contractor, any higher-tier subcontractor or any third party, (F) neither Sprint nor any of its subsidiaries has received a written negative determination of responsibility with respect to any quotation, bid or proposal for a Government Contract, (G) Sprint and its subsidiaries are in compliance, in all material respects, with all applicable statutory, regulatory and contractual requirements, including the Armed Services Procurement Act, the Federal Procurement and Administrative Services Act, the Federal Acquisition Regulation, as set forth under Title 48 of the Code of Federal Regulations (“FAR”) and applicable agency supplements thereto, the FAR Cost Principles and the Cost Accounting Standards, (H) there are no adverse or negative government past performance evaluations or ratings that would reasonably be expected to adversely affect in any material respect the evaluation of bids or proposals for future Government Contracts, (I) to the knowledge of Sprint, no facts exist which are reasonably likely to give rise to a material claim for price adjustment under the False Claims Act (31 U.S.C. §§ 3729 - 3733), the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. Chapter 35) or to any other request for a material reduction in the price of any Government Contract of Sprint or any of its subsidiaries, (J) the business systems of Sprint and each of its subsidiaries, including their accounting systems and related processes, are in compliance, in all material respects, with applicable requirements of each Government Contract and Government Bid and all applicable Laws, and no Governmental Entity has notified Sprint or any of its subsidiaries of a significant weakness or deficiency with respect to any such business system, (K) no termination for default, show cause notice, cure notice or letter of concern has been issued to or against Sprint or any of its subsidiaries with respect to any Government Contract and (L) no Government Contracts were awarded to Sprint or any of its subsidiaries pursuant to a procurement process that was limited to persons having 8(a), small business, small disadvantaged business, historically underutilized business zone small business, women owned small business, veteran-owned small business or service-disabled veteran-owned small business status or other preferential status.Section 4.1(p)(iii) of the Sprint Disclosure Letter contains a true and complete list of each Government Bid by Sprint or any of its subsidiaries outstanding as of the date of this Agreement, which Government Bid is material to the business of Sprint and its subsidiaries, taken as a whole.

(iv) A true and complete list of all facility security clearances held by Sprint or any of its subsidiaries, and aggregate data on all personnel security clearances held by their respective employees (the “Clearance List”), in each case as of the date of this Agreement, has been provided orally or in writing toT-Mobile’s external legal advisors prior to the date of this Agreement. Each Sprint entity holding any such facility security clearance holds, and at all relevant times has held, at least a “satisfactory” rating from DSS with respect to its facility clearance. The Clearance List contains all of the facility and aggregate data on personnel security clearances necessary to conduct the business of Sprint and its subsidiaries as currently being conducted, and are in full force and effect. No notice of revocation from DSS or any other Governmental Entity has been issued and remains unresolved with respect to any facility or personnel

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security clearance of Sprint, any of its subsidiaries or any of their respective employees. To the knowledge of Sprint, no information, fact, condition or circumstance currently exists that is reasonably likely to give rise to the revocation of any such clearance. Each of Sprint and its subsidiaries is in compliance with all applicable Laws regarding national security, including those obligations specified in the NISPOM, and in compliance with all national security agreements or other similar agreements with a Governmental Entity relating to U.S. national security (each, a “NSA”) to which it is a party. Prior to the date of this Agreement, Sprint has provided toT-Mobile’s external legal advisors a true and complete copy of each such NSA. A true and complete list of all Government Contracts that require access to U.S. classified information to which Sprint or any of its subsidiaries is a party except to the extent disclosure thereon is not permitted by Law (the “Sprint Classified Contracts”) will be provided toT-Mobile’s outside legal advisors after disclosure to and consent by the customers associated with the Sprint Classified Contracts.

(q)Environmental Protection. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint:

(i) Sprint and each of its subsidiaries are and have been since January 1, 2014 in compliance with all applicable Environmental Laws and neither Sprint nor any of its subsidiaries has received any written communication from any person or Governmental Entity that alleges that Sprint or any of its subsidiaries is not in such compliance with, or has any liability under, applicable Environmental Laws.

(ii) Sprint and each of its subsidiaries have obtained or have applied for all environmental, health and safety permits and governmental authorizations (“Environmental Permits”) necessary for the construction of their facilities and the conduct of their operations, and all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approval, and Sprint and its subsidiaries are in compliance with all terms and conditions of their material Environmental Permits.

(iii) There are no Environmental Claims pending or, to the knowledge of Sprint, threatened against (1) Sprint or any of its subsidiaries, (2) any person or entity whose liability for any Environmental Claim Sprint or any of its subsidiaries has or may have retained or assumed, either contractually or by operation of law, or (3) any real or personal property or operations which Sprint or any of its subsidiaries owns, leases or manages, or any such property formerly owned, leased or managed by any of them since January 1, 2014, in whole or in part.

(iv) There has been no release of any Hazardous Material that would be reasonably likely to form the basis of any Environmental Claim against Sprint or any of its subsidiaries, or, to the knowledge of Sprint, against any person or entity whose liability for any Environmental Claim Sprint or any of its subsidiaries has or may have retained or assumed, either contractually or by operation of law.

(r)Prohibited Payments. Except as, individually or in the aggregate, has not been, and would not reasonably be expected to be, material to Sprint and its subsidiaries, taken as a whole, since January 1, 2014, none of Sprint or any of its subsidiaries or, to the knowledge of Sprint, any of their respective directors, officers, agents, employees or other persons associated with them or acting on their behalf has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any other applicable Law relating to anti-corruption or anti-bribery (“Anti-Corruption Laws”) or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other payment. Neither Sprint nor any of its subsidiaries, as of the date of this Agreement, (i) to the knowledge of Sprint, is under external or internal investigation for any material violation of any Anti-Corruption Laws, (ii) has received any written or, to the knowledge of Sprint, other communication from any Governmental Entity regarding any material violation of, or failure to comply with, any Anti-Corruption Laws or (iii) to the knowledge of Sprint, is the subject of any internal complaint, audit or review process regarding a material violation of, or failure to comply with, any Anti-Corruption Laws. Except as, individually or in the aggregate, has

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not been, and would not reasonably be expected to be, material to Sprint and its subsidiaries, taken as a whole, since January 1, 2014, neither Sprint nor any of its subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any alleged irregularity, misstatement or omission or other potential violation or liability arising under or relating to any Anti-Corruption Laws.

(s)Real Property. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint: (i) Sprint and each of its subsidiaries have good and marketable fee title (or the equivalent in any applicable foreign jurisdiction) to all of their owned real property, and good and valid leasehold title to all of their leased property pursuant to leases with third parties which are enforceable in accordance with their terms, in each case subject only to Permitted Liens, (ii) all such real property (A) complies with all applicable zoning and land use ordinances, laws and regulations, or is a valid nonconforming use thereunder, (B) has sufficient access to a public road, and (C) is improved with all necessary and sufficient buildings, structures and improvements sufficient for the continuation of its business as currently conducted, in accordance with all applicable Licenses of Sprint and its subsidiaries and applicable Laws, (iii) there are no existing (or, to the knowledge of Sprint, threatened in writing) condemnation proceedings with respect to any such real property, and (iv) with respect to all such leased real property, Sprint and each of its subsidiaries are in compliance with all material terms and conditions of each lease therefor, and neither Sprint nor any of its subsidiaries has received any written notice of default thereunder which is outstanding and remains uncured beyond any applicable period of cure.

(t)Related Party Agreements. As of the date hereof, there are no agreements or arrangements between Sprint and/or any of its subsidiaries, on the one hand, and SoftBank and/or any affiliate of SoftBank or Sprint (other than Sprint and its subsidiaries), on the other hand, that are material to the operation of the businesses of Sprint and its subsidiaries as currently conducted, or that otherwise provide for rights or obligations of Sprint or any of its subsidiaries that, individually or in the aggregate, are, or would reasonably be expected to be, material to Sprint and its subsidiaries, taken as a whole, other than as set forth on Section 4.1(t) of the Sprint Disclosure Letter. Sprint has delivered or made available toT-Mobile, prior to the date of this Agreement, true and complete copies of all such agreements or arrangements that exist as of the date of this Agreement and have not been filed as exhibits to the Sprint Filed SEC Documents.

(u)Opinion of Financial Advisors. The Board of Directors of Sprint has received the opinion of J.P. Morgan Securities LLC, dated the date of this Agreement, to the effect that, as of such date, based upon and subject to the assumptions, limitations, qualifications, conditions and other matters set forth in such opinion, the Exchange Ratio in the Merger is fair, from a financial point of view, to the holders of Sprint Common Stock as of immediately prior to the SoftBank US Mergers. The Board of Directors of Sprint has received the opinion of Raine Securities LLC, dated the date of this Agreement, to the effect that, as of such date, based upon and subject to the assumptions, limitations, qualifications, conditions and other matters set forth in such opinion, the Exchange Ratio pursuant to this Agreement and taking into account the Merger is fair, from a financial point of view, to the holders of Sprint Common Stock as of immediately prior to the SoftBank US Mergers. The Sprint Transaction Committee has received the opinion of Centerview Partners LLC, dated the date of this Agreement, to the effect that, as of such date, based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in such opinion, that Exchange Ratio is fair, from a financial point of view, to the holders of Sprint Common Stock, other than Sprint Common Stock held in treasury and Sprint Common Stock held by the SoftBank Parties, the DT Parties or any affiliate of Sprint orT-Mobile.

(v)Brokers. Except as set forth in Section 4.1(v) of the Sprint Disclosure Letter, no broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Sprint.

(w)Takeover Statutes and Charter Provisions. Assuming the accuracy of the representations and warranties set forth inSection 4.2(x), the Board of Directors of Sprint has taken all action necessary so that the

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restrictions on a “business combination” (as such term is used in Section 203 of the DGCL) contained in Section 203 of the DGCL will be inapplicable to this Agreement and the transactions contemplated hereby, including the Merger Transactions. As of the date of this Agreement, no “fair price,” “moratorium,” “control share acquisition” or other antitakeover statute or similar statute or regulation applies with respect to Sprint or any of its subsidiaries in connection with this Agreement, the Merger Transactions or any of the other transactions contemplated hereby. As of the date of this Agreement, there is no stockholder rights plan, “poison pill” or similar antitakeover agreement or plan in effect to which Sprint or any of its subsidiaries is subject, party or otherwise bound.

(x)Ownership ofT-Mobile Common Stock. Neither Sprint nor any of its affiliates is, nor at any time during the last three years, has Sprint or any of its affiliates been, an “interested stockholder” ofT-Mobile as defined in Section 203 of the DGCL. Sprint and its affiliates do not beneficially own any shares ofT-Mobile Common Stock or other securities ofT-Mobile or any option, warrants or other rights to acquireT-Mobile Common Stock or other securities of, or any other economic interest in,T-Mobile.

Section 4.2.Representations and Warranties ofT-Mobile, Merger Sub and Merger Company. Except as set forth in anyT-Mobile SEC Document filed with the SEC since January 1, 2016 (including all exhibits and other information filed therewith or incorporated therein (including by reference), regardless of when such exhibits and other information were filed) and publicly available prior to the date of this Agreement (as amended prior to the date of this Agreement, the “T-Mobile Filed SEC Documents”), excluding any disclosures in suchT-Mobile Filed SEC Documents contained in any risk factors section, any section related to forward-looking statements and other disclosures that are predictive, cautionary or forward-looking in nature, or except as disclosed in the disclosure letter delivered byT-Mobile to Sprint at or prior to the execution of this Agreement (the “T-Mobile Disclosure Letter”) and making reference to the particular subsection of this Agreement to which exception is being taken (provided, that such disclosure shall be deemed to qualify that particular subsection and any other subsection of this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies such other subsection),T-Mobile, Merger Sub and Merger Company represent and warrant to Sprint and SoftBank as follows:

(a)Organization, Standing and Corporate Power. Each ofT-Mobile and its subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted, except, as to subsidiaries, for those jurisdictions where the failure to be so organized, existing or in good standing, or to have such power, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile. Each ofT-Mobile and its subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile.T-Mobile has delivered or made available to Sprint prior to the date of this Agreement true and complete copies of any amendments to the Certificate of Incorporation ofT-Mobile (the “T-Mobile Certificate of Incorporation”) and the Bylaws ofT-Mobile not filed prior to the date of this Agreement with theT-Mobile Filed SEC Documents.

(b)Corporate Authority;Non-contravention.

(i)T-Mobile has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and, subject only to theT-Mobile Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement byT-Mobile and the consummation byT-Mobile of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part ofT-Mobile, subject, in the case of theT-Mobile Share Issuance and theT-Mobile Charter Amendment, to theT-Mobile Stockholder Approval, and in the case of the Merger Transactions, to the adoption of this Agreement by the sole stockholder of Merger Sub and the sole member

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of Merger Company pursuant to Section 6.18. The Board of Directors ofT-Mobile (at a meeting duly called and held) has, by the unanimous vote of all directors ofT-Mobile, duly adopted resolutions: (A) approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, theT-Mobile Charter Amendment and theT-Mobile Share Issuance, on the terms and subject to the conditions set forth in this Agreement, (B) determining that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, theT-Mobile Charter Amendment and theT-Mobile Share Issuance, are fair to, and in the best interests of,T-Mobile and the stockholders ofT-Mobile, (C) recommending the approval of theT-Mobile Charter Amendment and theT-Mobile Share Issuance to the stockholders ofT-Mobile (the “T-Mobile Board Recommendation”) and (D) directing that theT-Mobile Charter Amendment and theT-Mobile Share Issuance be submitted to the stockholders ofT-Mobile for approval, which resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors ofT-Mobile consisting solely of independent directors ofT-Mobile (the “T-Mobile Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger Transactions, theT-Mobile Charter Amendment and theT-Mobile Share Issuance, are advisable and fair to, and in the best interests of, all of the stockholders ofT-Mobile (including such stockholders other than DT and its affiliates (other thanT-Mobile and its subsidiaries)), and (B) recommending the submission of this Agreement to the full Board of Directors ofT-Mobile and the approval of this Agreement and the transactions contemplated hereby, including the Merger Transactions, theT-Mobile Charter Amendment and theT-Mobile Share Issuance, by the full Board of Directors ofT-Mobile. This Agreement has been duly executed and delivered byT-Mobile and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation ofT-Mobile, enforceable againstT-Mobile in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions.

(ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement shall not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Liens upon any of the properties or assets ofT-Mobile or any of its subsidiaries under, (A) theT-Mobile Certificate of Incorporation or the Bylaws ofT-Mobile or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to whichT-Mobile or any of its subsidiaries is a party or by whichT-Mobile, any of its subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to inSection 4.2(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable toT-Mobile or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents ofT-Mobile’s subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect onT-Mobile or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

(iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect toT-Mobile or any of its subsidiaries in connection with the execution and delivery of this Agreement byT-Mobile or the consummation byT-Mobile of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the HSR Act, and with any other applicable Antitrust Laws, (B) compliance with any applicable requirements of the Communications Act, (C) pursuant to any applicable Laws of any PUCs or any similar foreign public utility bodies regulating telecommunications businesses, (D) pursuant to Section 721, (E) pursuant to the Securities Act and the Exchange Act, (F) pursuant to the DGCL, (G) in accordance with the rules and policies of the NYSE and NASDAQ, (H) such filings with DSS as are necessary to comply with the NISPOM and (I) such other consents, approvals, orders or authorizations the

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failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect onT-Mobile or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

(c)Capital Structure.

(i) The authorized capital stock ofT-Mobile consists of 1,000,000,000 shares ofT-Mobile Common Stock and 100,000,000 shares of preferred stock, par value $0.00001 per share, of which 20,000,000 shares have been designated as 5.50% Mandatory Convertible Preferred Stock, Series A (the “T-Mobile Preferred Stock”). At the close of business on the Measurement Date, (A) 847,947,274 shares ofT-Mobile Common Stock were issued and outstanding, (B) 1,510,742 shares ofT-Mobile Common Stock were held byT-Mobile in its treasury, (C) no shares ofT-Mobile Preferred Stock were outstanding, (D) 397,541 shares ofT-Mobile Common Stock were subject to issuance pursuant toT-Mobile Options, (E) 14,356,507 shares ofT-Mobile Common Stock were subject to issuance pursuant toT-Mobile RSU Awards, (F) 2,218,614 shares (assuming satisfaction of any performance vesting conditions at target levels) or 4,437,228 shares (assuming satisfaction of any performance vesting conditions at maximum levels) ofT-Mobile Common Stock were subject to issuance pursuant toT-Mobile PSU Awards, and (G) 4,431,843 shares ofT-Mobile Common Stock were reserved for issuance under theT-Mobile ESPP.

(ii) All outstanding shares of capital stock ofT-Mobile are, and all shares of capital stock ofT-Mobile that may be issued as permitted by this Agreement or otherwise shall be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth in thisSection 4.2(c) and except for changes since the Measurement Date resulting from the issuance of shares ofT-Mobile Common Stock pursuant to theT-Mobile ESPP or the exercise or settlement ofT-Mobile Options,T-Mobile RSU Awards orT-Mobile PSU Awards, or otherwise, to the extent expressly permitted bySection 5.1(b)(ii) (including Section 5.1(b)(ii) of theT-Mobile Disclosure Letter) or otherwise by this Agreement, (A) there are not issued or outstanding (x) any shares of capital stock or other voting or equity securities or interests ofT-Mobile, (y) any securities or interests ofT-Mobile or any of its subsidiaries convertible into, or exchangeable or exercisable for, or based upon the value of, any shares of capital stock or other voting or equity securities or interests ofT-Mobile or (z) any warrants, calls, options, preemptive rights, subscriptions or other securities or rights to acquire fromT-Mobile or any of its subsidiaries (including any subsidiary trust), or any agreements, arrangements or obligations ofT-Mobile or any of its subsidiaries to issue, any shares of capital stock or other voting or equity securities or interests ofT-Mobile, or any securities or interests convertible into, or exchangeable or exercisable for, or based upon the value of, any shares of capital stock or other voting or equity securities or interests ofT-Mobile, (B) there are no outstanding obligations ofT-Mobile or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or interests or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities or interests, and (C) there are no outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued byT-Mobile or any of its subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to whichT-Mobile or any of its subsidiaries is party, in each case pursuant to which any person is entitled to receive any payment fromT-Mobile based in whole or in part on the value of any shares of capital stock or other voting or equity securities or interests ofT-Mobile or any of its subsidiaries.

(iii) There are no stockholder agreements, voting agreements, voting trusts or other agreements or understandings to whichT-Mobile or any of its subsidiaries is a party, including any such agreements or understandings restricting the transfer of the capital stock or other voting or equity securities or interests ofT-Mobile or its subsidiaries or affecting the voting rights of the capital stock or other voting or equity securities or interests ofT-Mobile or its subsidiaries. NeitherT-Mobile nor any of its subsidiaries has granted any preemptive rights, anti-dilutive rights or rights of first refusal, registration rights,buy-sell rights or similar rights with respect to its shares of capital stock that are in effect. No shares of capital stock ofT-Mobile are held by any subsidiary ofT-Mobile.

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(d)Subsidiaries.

(i) All outstanding shares of capital stock or other voting or equity securities or interests of each “Significant Subsidiary” (as defined in Rule1-02 of RegulationS-X of the SEC) ofT-Mobile have been validly issued and are fully paid and nonassessable and are owned directly or indirectly byT-Mobile, free and clear of any Liens and free of any other restriction, including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other securities or interests.

(ii) There are no outstanding (A) securities or interests ofT-Mobile or any of its subsidiaries convertible into, or exchangeable or exercisable for, or based upon the value of, any shares of capital stock or other voting or equity securities or interests of any subsidiary ofT-Mobile, (B) warrants, calls, options, preemptive rights, subscriptions or other securities or rights to acquire fromT-Mobile or any of its subsidiaries (including any subsidiary trust), or agreements, arrangements or obligations ofT-Mobile or any of its subsidiaries to issue, any shares of capital stock or other voting or equity securities or interests of any subsidiary ofT-Mobile, or any securities or interests convertible into, or exchangeable or exercisable for, or based on the value of, any shares of capital stock or other voting or equity securities or interests of any subsidiary ofT-Mobile or (C) obligations ofT-Mobile or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or interests of any subsidiary ofT-Mobile or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities or interests (in the case of clauses (B) and (C), other than in the case of Merger Sub and Merger Company pursuant to this Agreement).

(e)SEC Documents; Financial Statements; Undisclosed Liabilities.

(i)T-Mobile and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including all exhibits and other information filed therewith or incorporated therein (including by reference), regardless of when such exhibits and other information were filed) with the SEC since January 1, 2016 (the “T-Mobile SEC Documents”). As of their respective dates, theT-Mobile SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to theT-Mobile SEC Documents, and none of theT-Mobile SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Prior to the date of this Agreement,T-Mobile has furnished to Sprint true and complete copies of all comment letters from the SEC since January 1, 2016 through the date of this Agreement with respect to any of theT-Mobile SEC Documents, together with all written responses ofT-Mobile thereto, other than any such letters and responses that are publicly available on EDGAR prior to the date of this Agreement. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of theT-Mobile SEC Documents, and, to the knowledge ofT-Mobile, none of theT-Mobile SEC Documents is the subject of any outstanding SEC comment or investigation. No subsidiary ofT-Mobile is required to file periodic reports with the SEC pursuant to the requirements of the Exchange Act.

(ii) The consolidated financial statements (including all related notes and schedules) ofT-Mobile and its subsidiaries included in theT-Mobile SEC Documents (the “T-Mobile Financial Statements”) when filed complied in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position ofT-Mobile and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normalyear-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto).

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(iii) Except (A) as (and to the extent) reflected or reserved against inT-Mobile’s audited balance sheet as of December 31, 2017 (or the notes thereto) included in theT-Mobile Filed SEC Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2017, and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neitherT-Mobile nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, and whether or not required by GAAP to be reflected on a consolidated balance sheet ofT-Mobile and its subsidiaries (or in the notes thereto)) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect onT-Mobile.

(iv)T-Mobile maintains a system of “internal control over financial reporting” (as defined in Rules13a-15(f) and15d-15(f) of the Exchange Act) reasonably designed to provide reasonable assurance regarding the reliability ofT-Mobile’s financial reporting and the preparation ofT-Mobile’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets ofT-Mobile, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures ofT-Mobile are being made only in accordance with authorizations of management and directors ofT-Mobile and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition ofT-Mobile’s assets that could have a material effect on its financial statements. Since January 1, 2016, none ofT-Mobile,T-Mobile’s independent accountants, the Board of Directors ofT-Mobile or its audit committee has received any written or, to the knowledge ofT-Mobile, oral notification of any (1) “significant deficiency” in the internal controls over financial reporting ofT-Mobile, (2) “material weakness” in the internal controls over financial reporting ofT-Mobile or (3) fraud, whether or not material, that involves management or other employees ofT-Mobile who have a significant role in the internal controls over financial reporting ofT-Mobile. Since January 1, 2016 through the date of this Agreement, there have been no material internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, chief accounting officer or general counsel ofT-Mobile or the Board of Directors ofT-Mobile or any committee thereof.

(v) The “disclosure controls and procedures” (as defined inRules 13a-15(e) and15d-15(e) of the Exchange Act) utilized byT-Mobile are reasonably designed to ensure that all information (both financial andnon-financial) required to be disclosed byT-Mobile in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management ofT-Mobile, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer ofT-Mobile to make the certifications required under the Exchange Act with respect to such reports.

(vi) Since January 1, 2016, (A) neitherT-Mobile nor any of its subsidiaries has received any written or, to the knowledge ofT-Mobile, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods ofT-Mobile or any of its subsidiaries, or unlawful accounting or auditing matters with respect toT-Mobile or any of its subsidiaries, and (B) no attorney representingT-Mobile or any of its subsidiaries, whether or not employed byT-Mobile or any of its subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation byT-Mobile or any of its subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors ofT-Mobile or any committee thereof or to the general counsel or chief executive officer ofT-Mobile pursuant to the rules of the SEC adopted under Section 307 of the Sarbanes-Oxley Act, in each case (A) and (B), except as, individually or in the aggregate, has not been, and would not reasonably be expected to be, materially adverse toT-Mobile and its subsidiaries, taken as a whole.

(vii) NeitherT-Mobile nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture,off-balance sheet partnership or similar contract (including any contract or

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arrangement relating to any transaction or relationship between or amongT-Mobile and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any“off-balance sheet arrangements” (as defined in Item 303(a) of RegulationS-K under the Exchange Act)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of,T-Mobile or any of its subsidiaries in theT-Mobile Financial Statements or otherwise in theT-Mobile SEC Documents.

(viii)T-Mobile is in compliance in all material respects with the applicable rules and regulations of NASDAQ and the applicable listing requirements of NASDAQ.

(f)Information Supplied. None of the information supplied or to be supplied byT-Mobile specifically for inclusion or incorporation by reference in (i) the FormS-4 will, at the time the FormS-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or (ii) the Consent Solicitation Statement will, at the date it is first mailed to the respective stockholders of Sprint andT-Mobile, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The FormS-4 and the Consent Solicitation Statement shall comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made byT-Mobile with respect to statements made or incorporated by reference therein based on information supplied by Sprint or a SoftBank Party specifically for inclusion or incorporation by reference in the FormS-4 or the Consent Solicitation Statement.

(g)Absence of Certain Changes or Events.

(i) From December 31, 2017 through the date of this Agreement, other than with respect to the transactions contemplated hereby, the businesses ofT-Mobile and its subsidiaries have been conducted in all material respects in the ordinary course of business in a manner consistent with past practice.

(ii) From December 31, 2017 through the date of this Agreement, neitherT-Mobile nor any of its subsidiaries has taken any action that, if taken after the date of this Agreement, would constitute a breach of clause (i), (iv), (viii), (ix), (xi), (xii), (xv), (xvii) or (xx) (in the case of (xx), to the extent relating to any of the foregoing clauses) ofSection 5.1(b).

(iii) Since March 31, 2017, there have been no Effects that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect onT-Mobile.

(h)Compliance with Laws; Licenses.

(i)T-Mobile and its subsidiaries have been and are, and the businesses ofT-Mobile and its subsidiaries have been and are being, conducted, in compliance with all Laws relating toT-Mobile and its subsidiaries or their respective businesses or properties, except where the failure to be in compliance with such applicable Laws, individually or in the aggregate, would not reasonably be expected to (A) have a Material Adverse Effect onT-Mobile or (B) prevent or materially delay the consummation of any of the transactions contemplated hereby. No investigation or review by any Governmental Entity with respect toT-Mobile or any of its subsidiaries is pending or, to the knowledge ofT-Mobile, threatened, except for such investigations or reviews that, individually or in the aggregate, would not reasonably be expected to (A) have a Material Adverse Effect onT-Mobile or (B) prevent or materially delay the consummation of any of the transactions contemplated hereby. Each ofT-Mobile and its subsidiaries has obtained, holds and is in compliance with all Licenses necessary to conduct its business as currently conducted (the “T-Mobile Material Licenses”), except where the failure to have any such License, individually or in the aggregate,

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would not reasonably be expected to (A) have a Material Adverse Effect onT-Mobile or (B) prevent or materially delay the consummation of any of the transactions contemplated hereby.

(ii) Each ofT-Mobile and its subsidiaries is in compliance with its obligations under each of the Licenses issued or granted to it by the FCC and all leases for the use of wireless spectrum betweenT-Mobile or any of its subsidiaries, as lessee(s), and the FCC licensees of such spectrum, as lessors (the “T-Mobile FCC Licenses”) and the rules and regulations of the FCC, and with its obligations under each of the Licenses issued or granted to it by PUCs regulating telecommunications businesses (the “T-Mobile State Licenses”), and with its obligations under each of the Licenses issued or granted to it by foreign Governmental Entities regulating telecommunications businesses (together with theT-Mobile Material Licenses, theT-Mobile FCC Licenses and theT-Mobile State Licenses, the “T-Mobile Communications Licenses”), in each case, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole.

(iii)T-Mobile and its subsidiaries are not the subject of, and there are no pending or, to the knowledge ofT-Mobile, threatened proceedings, notices of violation, orders of forfeiture, complaints or investigations relating to theT-Mobile Communications Licenses before the FCC, the FAA or any other Governmental Entity, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole. The FCC actions granting allT-Mobile Communications Licenses, together with all underlying construction permits, have not been reversed, stayed, enjoined, annulled or suspended, and there is no pending or, to the knowledge ofT-Mobile, threatened application, petition, objection or other pleading with the FCC, the FAA or any other Governmental Entity that challenges or questions the validity of or any rights of the holder under any suchT-Mobile Communications License, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole.

(iv)T-Mobile or its subsidiaries have good and valid title to, or in the case of leases, a valid leasehold interest in, free and clear of all Liens, other thanT-Mobile Permitted Liens, all of theT-Mobile Communications Licenses. Each of theT-Mobile Communications Licenses is issued in the name ofT-Mobile or one of its subsidiaries. Each of theT-Mobile Communications Licenses is in full force and effect, is granted without conditions, except for those conditions on the face of suchT-Mobile Communications License or conditions generally applicable to all similarly situated licenses of comparable spectrum, and is free and clear of all Liens (other than Permitted Liens), in each case, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole.

(v) Each lease pursuant to whichT-Mobile or any of its subsidiaries has the right to use wireless spectrum licensed by the FCC is (i) valid and binding, (ii) in compliance with all applicable Laws and (iii) enforceable in accordance with its terms, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole. To the knowledge ofT-Mobile, each licensee of such wireless spectrum is in compliance with all of its obligations under the FCC Rules with respect to each License to which any such lease relates, and, to the knowledge ofT-Mobile, there are no facts or circumstances that would reasonably be likely (whether with or without notice, lapse of time or the occurrence of any other event) to preclude the renewal or extension of any such lease in the ordinary course of business, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole. None ofT-Mobile or its subsidiaries has, nor to the knowledge ofT-Mobile has any other party to any such lease, claimed that any party to any such lease is in breach or default under such lease, and any past breach or default has been waived, cured or otherwise settled, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole. No party to any such lease has claimed in writing nor, to the knowledge ofT-Mobile, has any party threatened in writing thatT-Mobile or any of its subsidiaries is in violation of or default under any such lease, or that such party has the right to terminate such lease, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole. To the knowledge

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ofT-Mobile, all FCC licenses underlying all such leases were validly issued and are in full force and effect, and are not subject to proceedings or threatened proceedings that could reasonably be expected to result in the revocation, modification, restriction, cancellation, termination, suspension ornon-renewal of any such FCC license, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole.

(vi) All of the currently operating cell sites, microwave paths, fiber routes and other network facilities ofT-Mobile and its subsidiaries in respect of which a filing with the FCC or any other Governmental Entity was required have been constructed and are currently operated as represented to the FCC or such other Governmental Entity in currently effective filings, and modifications to such cell sites, microwave paths, fiber routes or other network facilities have been preceded by the submission to the FCC or any other applicable Governmental Entity of all required filings, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole. All facilities constructed byT-Mobile or its subsidiaries for the purpose of demonstrating compliance with FCC substantial service orbuild-out requirements, or educational use requirements, whether such filings were made byT-Mobile or a lessor leasing spectrum toT-Mobile, remain constructed and are currently being operated as represented to the FCC, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole.

(vii) All transmission towers owned or leased byT-Mobile and its subsidiaries are (to the knowledge ofT-Mobile with respect to leased towers) obstruction-marked and lighted byT-Mobile or its subsidiaries to the extent required by, and in accordance with, the FAA Rules, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole. Appropriate notification to the FAA has been made for each transmission tower owned or leased byT-Mobile and its subsidiaries to the extent required to be made byT-Mobile or any of its subsidiaries by, and in accordance with, the FAA Rules, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole.

(viii) NeitherT-Mobile nor any of its subsidiaries holds anyT-Mobile Communications Licenses through a partnership, joint venture or other person that is not a subsidiary ofT-Mobile, or any structured finance, special purpose or limited purpose entity or person.

(ix)T-Mobile and its subsidiaries are fully qualified under the Communications Act and the rules and regulations of the FCC to hold theT-Mobile FCC Licenses generally. To the knowledge ofT-Mobile, there are no facts or circumstances relating to the qualifications ofT-Mobile and its subsidiaries that would prevent or materially delay the grant of any FCC Form 603 application (or other appropriate form) under the FCC Rules and the Communications Act with respect to the Merger Transactions.

(i)Litigation. There is no Action pending or, to the knowledge ofT-Mobile, threatened in writing against or affectingT-Mobile or any of its subsidiaries or any of their respective properties or any of their respective officers or directors before any court or arbitrator or any Governmental Entity, except as, individually or in the aggregate, would not reasonably be expected to (A) have a Material Adverse Effect onT-Mobile or (B) prevent or materially delay the consummation of any of the transactions contemplated hereby. NeitherT-Mobile nor any of its subsidiaries is subject to any outstanding order, injunction or decree that, individually or in the aggregate, would reasonably be expected to (A) have a Material Adverse Effect onT-Mobile or (B) prevent or materially delay the consummation of any of the transactions contemplated hereby.

(j)Benefit Plans.

(i) Section 4.2(j)(i) of theT-Mobile Disclosure Letter contains a complete and correct list of each materialT-Mobile Benefit Plan. With respect to each materialT-Mobile Benefit Plan,T-Mobile has made available to Sprint complete and accurate copies of the following documents (if applicable): (A) suchT-Mobile Benefit Plan and summary plan description thereof, (B) each trust, insurance, annuity or other funding contract related thereto, (C) the most recent audited financial statements and actuarial or other

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valuation reports prepared with respect thereto, (D) the most recent annual report on Form 5500 required to be filed with the IRS with respect thereto, and (E) the most recently received IRS determination letter or opinion.

(ii) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile, (A) each of theT-Mobile Benefit Plans has been operated and administered in compliance with its terms and in accordance with applicable Laws, including ERISA, the Code and in each case the regulations thereunder, (B) noT-Mobile Benefit Plan provides welfare benefits, including death or medical benefits (whether or not insured), with respect to current or former employees or directors ofT-Mobile or its subsidiaries beyond their retirement or other termination of service, other than coverage mandated by COBRA, or comparable U.S. state or foreign law, (C) all contributions or other amounts payable byT-Mobile or its subsidiaries as of the Effective Time pursuant to eachT-Mobile Benefit Plan in respect of current or prior plan years have been timely paid or, to the extent not yet due, have been accrued in accordance with GAAP, (D) neitherT-Mobile nor any of its subsidiaries has engaged in a transaction in connection with whichT-Mobile or its subsidiaries could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, and (E) there are no pending or, to the knowledge ofT-Mobile, threatened in writing or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any of theT-Mobile Benefit Plans or any trusts related thereto.

(iii) Except as set forth on Section 4.2(j)(iii) of theT-Mobile Disclosure Letter or as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile, none ofT-Mobile, any of its subsidiaries or any of their respective ERISA Affiliates contributes to or is obligated to contribute to, or within the six years preceding the date of this Agreement contributed to, or was obligated to contribute to, a Multiemployer Plan or Multiple Employer Plan, and none ofT-Mobile, any of its subsidiaries or any of their respective ERISA Affiliates has, within the preceding six years, withdrawn in a complete or partial withdrawal from any Multiemployer Plan or incurred any liability under Section 4202 of ERISA.

(iv) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile, each of theT-Mobile Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code, (A) is so qualified and, to the knowledge ofT-Mobile, there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of any such plan and (B) has received a favorable determination letter or opinion letter as to its qualification.

(v) NoT-Mobile Benefit Plan is subject to Section 302 or Title IV or Section 412, 430 or 4971 of the Code. Except for matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile, there does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability that would be a liability following the Closing ofT-Mobile, any of its subsidiaries or any of their respective ERISA Affiliates.

(vi) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will (A) result in any payment (including severance, unemployment compensation, forgiveness of Indebtedness or otherwise) becoming due to any current or former employee, director or other individual service provider ofT-Mobile or its subsidiaries under anyT-Mobile Benefit Plan, (B) increase any compensation or benefits otherwise payable under anyT-Mobile Benefit Plan, (C) result in any acceleration of the time of payment, funding or vesting of any such compensation or benefits, (D) impose any restrictions or limitations on the rights ofT-Mobile or its affiliates to amend, merge, terminate or receive a reversion of assets from anyT-Mobile Benefit Plan, or (E) result in the payment of any compensation or benefits to any person who would be a “disqualified individual” (as such term is defined in Treasury RegulationsSection 1.280G-1) with respect toT-Mobile or its affiliates that could reasonably, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).

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(vii) No person is entitled to receive any additional payment (including any Taxgross-up or other payment) fromT-Mobile or any of its subsidiaries as a result of the imposition of the excise Taxes required by Section 4999 of the Code or any Taxes required by Section 409A of the Code.

(viii) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile, allT-Mobile Benefit Plans subject to the laws of any jurisdiction outside of the United States (A) have been maintained in accordance with all applicable requirements, (B) that are intended to qualify for special tax treatment meet all requirements for such treatment, and (C) that are intended to be funded and/or book-reserved are funded and/or book reserved, as required under applicable Laws and GAAP, based upon reasonable actuarial assumptions.

(k)Labor and Employment Matters.

(i) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile, neitherT-Mobile nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, affirmative action, immigration, occupational health and safety or workplace safety and workers compensation insurance laws to conduct an investigation ofT-Mobile or any of its subsidiaries and, to the knowledge ofT-Mobile, no such investigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees ofT-Mobile or any of its subsidiaries, (B) to the knowledge ofT-Mobile, there is no (and has not been during the three-year period preceding the date of this Agreement) labor organizing effort pending or threatened in writing againstT-Mobile or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge ofT-Mobile, threatened in writing againstT-Mobile or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown or work stoppage in effect or, to the knowledge ofT-Mobile, threatened in writing, with respect to any employees ofT-Mobile or any of its subsidiaries, (E) neitherT-Mobile nor any of its subsidiaries has, or is reasonably expected to have, any liabilities under the WARN Act, and (F) to the knowledge ofT-Mobile, no current or former employee, independent contractor or consultant ofT-Mobile or any of its subsidiaries has breached any nondisclosure obligation to,non-competition agreement with or other restrictive covenant with:(i) T-Mobile or any of its subsidiaries or (ii) a former employer of any such individual relating to (a) the right of any such individual to be employed or engaged byT-Mobile or any of its subsidiaries or (b) the use or disclosure of confidential information in connection with such individual’s employment with or engagement byT-Mobile or any of its subsidiaries. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile,T-Mobile and each of its subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, affirmative action, immigration and occupational safety and health (including classifications of service providers as employees and/or independent contractors).

(ii) NeitherT-Mobile nor any of its subsidiaries is a party or subject to, or otherwise bound by, any Labor Agreement, and none of the employees ofT-Mobile or its subsidiaries are represented by a works council, union or similar labor organization with respect to their services toT-Mobile or its subsidiaries. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will require the consent of, or advance notification to, any works councils, unions or similar labor organizations with respect to employees ofT-Mobile or any of its subsidiaries.

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(l)Taxes. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile:

(i) (A) All Tax Returns required to be filed byT-Mobile and its subsidiaries, have been timely filed, (B) all such Tax Returns are true, complete and correct in all respects, (C) all Taxes (whether or not reflected on such Tax Returns) required to have been paid byT-Mobile and its subsidiaries have been timely paid, except, in the case of clause (B) or (C), with respect to Taxes for which adequate reserves have been established in accordance with GAAP in theT-Mobile Financial Statements, and(D) T-Mobile and its subsidiaries have duly and timely withheld all Taxes required to be withheld and such withheld Taxes have been either duly and timely paid to the proper Taxing Authority or properly set aside in accounts for such purpose and will be duly and timely paid to the proper Taxing Authority.

(ii) As of the date hereof, there is no written agreement or other written document waiving or extending, or having the effect of waiving or extending, the statute of limitations or the period of assessment or collection of any Taxes relating toT-Mobile or any of its subsidiaries that remains in effect.

(iii) (A) No investigation, examination, audit or other administrative proceeding with regard to any Taxes or Tax Return ofT-Mobile or any of its subsidiaries is currently pending or has been threatened in writing, and (B) no Taxing Authority has asserted in writing any deficiency or claim for Taxes or any adjustment to Taxes with respect to whichT-Mobile or any of its subsidiaries may be liable which has not been adequately reserved for in theT-Mobile Financial Statements, fully paid or finally settled.

(iv) NeitherT-Mobile nor any of its subsidiaries is bound by any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law), or has received or requested any private letter ruling, technical advice memorandum or other written ruling from a Taxing Authority, which agreement, ruling or memorandum is or would be binding with respect to any taxable period for which the applicable statute of limitations has not yet expired.

(v) In the past three years, no claim has been made in writing by a Governmental Entity in a jurisdiction whereT-Mobile or any of its subsidiaries does not file Tax Returns with respect to a particular type of Tax that it is or may be subject to taxation for such Tax by that jurisdiction.

(vi) NeitherT-Mobile nor any of its subsidiaries (A) is a party to or bound by or has any obligation under any Tax indemnification, separation, sharing or similar agreement or arrangement (other than (x) any such agreements solely betweenT-Mobile and one or more wholly owned subsidiaries ofT-Mobile or (y) customary Tax indemnification provisions in commercial contracts entered into in the ordinary course of business and not primarily related to Taxes), (B) is or has been a member of any consolidated, combined, unitary or similar group for purposes of filing Tax Returns or paying Taxes (other than a group of whichT-Mobile is the common parent corporation) or (C) has any liability for the payment of Taxes of any person (other thanT-Mobile or any of its subsidiaries) as a successor or transferee, or otherwise.

(vii) None of the assets ofT-Mobile or any of its subsidiaries is subject to any Liens for Taxes (other than Permitted Liens).

(viii) In the past two years, neitherT-Mobile nor any of its subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify fortax-free treatment under Section 355 of the Code.

(ix) NeitherT-Mobile nor any of its subsidiaries has taken any action or knows of the existence of any fact, agreement, plan or other circumstance that could reasonably be expected to prevent or impede (i) the qualification of any of the SoftBank US Mergers or the Merger as a “reorganization” within the meaning of Section 368(a) of the Code,(ii) T-Mobile from delivering its Tax Certificate, or(iii) T-Mobile obtaining the opinion described inSection 7.2(e).

(x) NeitherT-Mobile nor any of its subsidiaries has participated in any “listed transaction” within the meaning of Treasury RegulationsSection 1.6011-4(b)(2) (or any similar provision of state, local or foreign Law).

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(m)Voting Requirements. TheT-Mobile Stockholder Approval is the only vote of holders of any securities ofT-Mobile or its subsidiaries necessary to approve the transactions contemplated by this Agreement. The execution and delivery toT-Mobile by the DT Stockholder (as defined in the DT Support Agreement) of the written consent contemplated by Section 2 of the DT Support Agreement will constitute receipt of theT-Mobile Stockholder Approval.

(n)Intellectual Property.

(i)T-Mobile and its subsidiaries own, free and clear of all Liens (except Permitted Liens), or have the right to use pursuant to valid licenses, sublicenses, agreements or permissions, all items of Intellectual Property necessary for their operations, as currently conducted or as contemplated by them to be conducted, except where the failure to own or have such rights, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile. All such rights shall survive the consummation of the Merger unchanged in all respects, except as would not reasonably be expected to have a Material Adverse Effect onT-Mobile.

(ii) The conduct ofT-Mobile’s and its subsidiaries’ businesses, as currently conducted or as contemplated by them to be conducted does not infringe, misappropriate, dilute or otherwise violate any of the Intellectual Property rights of any third party, except for infringements, misappropriations, dilutions or other violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile. No claims are pending or, to the knowledge ofT-Mobile, threatened in writing adversely affecting the Intellectual Property rights ofT-Mobile, except for claims that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile. To the knowledge ofT-Mobile, no third party has infringed upon, misappropriated, diluted, or otherwise violated any Intellectual Property rights ofT-Mobile or any of its subsidiaries, except for infringements, misappropriations, dilutions or other violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile.

(iii)T-Mobile and its subsidiaries have taken reasonable measures to protect the confidentiality of material trade secrets and other material confidential information, owned by or provided to them under conditions of confidentiality, including requiring all persons having access thereto to execute writtennon-disclosure agreements or otherwise be bound by obligations of confidentiality, except where the failure to take such measures, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile. To the knowledge ofT-Mobile, there has been no disclosure of any such trade secrets or confidential information of or relating toT-Mobile or any of its subsidiaries to any person, except for disclosures that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile.

(iv) The material IT Assets ofT-Mobile and its subsidiaries operate and perform as needed byT-Mobile and its subsidiaries to adequately conduct their respective businesses as currently conducted or as contemplated by them to be conducted, except for failures to operate or perform that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile. Since January 1, 2015, to the knowledge ofT-Mobile, there have been no security breaches, unauthorized access, failures or unplanned outages or other adverse integrity or security access incidents affecting the IT Assets ofT-Mobile or its subsidiaries or any other persons to the extent used by or on behalf ofT-Mobile or its subsidiaries (or, in each case, information and transactions stored or contained therein or transmitted thereby), in each case, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole.

(o)Data Protection.

(i)T-Mobile and its subsidiaries (A) are and have been since January 1, 2015 in compliance with all applicable Laws, as well as their own rules, policies and procedures, relating to privacy, data protection and the collection, retention, protection, transfer, use and processing of Personal Data, except as, individually or

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in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole, and (B) have implemented and maintained a data security plan with commercially reasonable administrative, technical and physical safeguards to protect Personal Data against unauthorized access, use, loss and damage.

(ii) To the knowledge ofT-Mobile, since January 1, 2015, there has been no unauthorized access to, or use, misuse or loss of, or damage to, any Personal Data maintained by or on behalf ofT-Mobile or any of its subsidiaries, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole. Since January 1, 2015, no person (including any Governmental Entity) has made any claim or commenced any Action with respect to any unauthorized access to, or use, misuse or loss of, or damage to, any Personal Data maintained by or on behalf ofT-Mobile or any of its subsidiaries, except as, individually or in the aggregate, would not reasonably be expected to be material toT-Mobile and its subsidiaries, taken as a whole.

(p)Material Contracts.

(i) Except for this Agreement, theT-Mobile Benefit Plans or any contracts filed as exhibits to or incorporated by reference in (regardless of when originally filed) anyT-Mobile Filed SEC Document, Section 4.2(p)(i) of theT-Mobile Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each contract described below in thisSection 4.2(p)(i) that is unexpired and effective as of the date of this Agreement to whichT-Mobile or any subsidiary ofT-Mobile is a party or by which any of their respective properties or assets is bound or affected (all contracts of the type described in thisSection 4.2(p)(i), other than theT-Mobile Benefit Plans, whether or not set forth on Section 4.2(p)(i) of theT-Mobile Disclosure Letter, being referred to herein as the “T-Mobile Material Contracts”):

(A) any partnership, joint venture, strategic alliance or collaboration contract which is material toT-Mobile and its subsidiaries, taken as a whole;

(B) any contract pursuant to which any Indebtedness ofT-Mobile or any of its subsidiaries, in each case in excess of $100,000,000, is outstanding or secured, other than any such contract or instrument solely between or amongT-Mobile and any of its wholly owned subsidiaries;

(C) any contract related to an acquisition, divestiture, merger or similar transaction that contains financial covenants, indemnities or other similar payment obligations (including“earn-out” or other contingent payment obligations) that are still in effect and would reasonably be expected to result in the receipt or making of future payments in excess of $150,000,000;

(D) any contract requiring or reasonably likely to result in (x) payments byT-Mobile and its subsidiaries in excess of (I) for any interconnection, bundling or similar agreement in connection with which the equipment, networks and services ofT-Mobile or any of its subsidiaries are connected to those of another service provider in order to allow their respective customers access to each other’s services and networks, $75,000,000 during any12-month period or $150,000,000 for the period beginning on the date hereof and ending at the stated termination date of such contract, or, if no termination date is stated therein, for the period beginning on the date hereof and ending on the second anniversary of the date hereof, or (II) for all other contracts, $300,000,000 during any12-month period or $600,000,000 for the period beginning on the date hereof and ending at the stated termination date of such contract, or, if no termination date is stated therein, for the period beginning on the date hereof and ending on the second anniversary of the date hereof, or (y) payments toT-Mobile and its subsidiaries in excess of (I) for any interconnection, bundling or similar agreement in connection with which the equipment, networks and services ofT-Mobile or any of its subsidiaries are connected to those of another service provider in order to allow their respective customers access to each other’s services and networks, $75,000,000 during any12-month period or $150,000,000 for the period beginning on the date hereof and ending at the stated termination date of such contract, or, if no termination date is stated therein, for the period beginning on the date hereof and ending on the second anniversary of the date hereof, or (II) for all other contracts, $300,000,000 during any12-month period

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or $600,000,000 for the period beginning on the date hereof and ending at the stated termination date of such contract, or, if no termination date is stated therein, for the period beginning on the date hereof and ending on the second anniversary of the date hereof;

(E) any contract containing anon-competition or similar provision that materially restricts the ability ofT-Mobile or any of its subsidiaries to compete in any material line of business or in any material geographic region or with any person;

(F) any contract that provides for exclusive rights for the benefit of any third party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requiresT-Mobile or any of its subsidiaries to provide any minimum level of service, in each case which are, or in a manner that is, material toT-Mobile and its subsidiaries, taken as a whole;

(G) any contract obligatingT-Mobile or any of its subsidiaries to make any capital expenditures in excess of $150,000,000, other than acquisitions of inventory and equipment in the ordinary course of business;

(H) any contract pursuant to whichT-Mobile or any of its subsidiaries (x) leases wireless spectrum requiring or reasonably likely to result in annual payments by or toT-Mobile and its subsidiaries in excess of $150,000,000, (y) would reasonably be expected to be required to purchase, sell, lease or exchange any wireless spectrum with a value in excess of $150,000,000 or (z) provides mobile virtual network operator or other wholesale mobile network services to any third person and requiring or reasonably likely to result in annual payments by or toT-Mobile and its subsidiaries in excess of $150,000,000;

(I) any contract involving the settlement of any claim, action, suit or proceeding or any threatened claim, action, suit or proceeding (or series of related claims, actions, suits or proceedings) which (x) involves payments after the date hereof in excess of $150,000,000 or (y) imposes material monitoring, reporting or othernon-monetary obligations to any third party or Governmental Entity;

(J) (x) any NSA, (y) any Government Contract ofT-Mobile or any of its subsidiaries involving payments in excess of $50,000,000, the period of performance of which is still active or for which final payment has not been received or (z) any other material contract with a Governmental Entity;

(K) any contract that contains a put, call, right of first refusal, right of first negotiation, right of first offer, redemption, repurchase or similar right pursuant to whichT-Mobile or any of its subsidiaries would be required to purchase or sell, as applicable, any material equity interests, businesses, lines of business, divisions, joint ventures, partnerships or other assets;

(L) (x) any contract providing for a sale-leaseback, lease-leaseback or similar arrangement of tower sites and related assets involving, or that would reasonably be expected to involve, proceeds in excess of $150,000,000 and (y) any material lease, sublease,sub-sublease license or other agreement under whichT-Mobile or any of its subsidiaries leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to use or occupy, now or in the future, any real property;

(M) any contract or binding oral or other arrangement betweenT-Mobile or any of its subsidiaries, on the one hand, and DT or any of its affiliates (other thanT-Mobile and its subsidiaries), on the other hand, reasonably likely to result in (x) payments byT-Mobile and its subsidiaries in excess of $25,000,000 in any fiscal year or (y) payments toT-Mobile and its subsidiaries in excess of $25,000,000 in any fiscal year; and

(N) any contract not otherwise described in any other subsection of thisSection 4.2(p)(i) that would be required to be filed byT-Mobile as a “material contract” (as such term is defined in Item 601(b)(10) of RegulationS-K of the SEC).

(ii)T-Mobile has delivered or made available to Sprint, or its external legal advisors pursuant to a confidential review process, prior to the date of this Agreement, true and complete copies (with the

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exception of redactions) of allT-Mobile Material Contracts that exist as of the date of this Agreement and have not been filed as exhibits to theT-Mobile Filed SEC Documents. Except to the extent it has previously expired in accordance with its terms, eachT-Mobile Material Contract is valid and binding onT-Mobile (or, to the extent that a subsidiary ofT-Mobile is a party, such subsidiary) and is in full force and effect in all material respects (subject to the Enforceability Exceptions).T-Mobile and each of its subsidiaries have performed all obligations required to be performed by them to date under eachT-Mobile Material Contract, except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile. NeitherT-Mobile nor any of its subsidiaries has knowledge of, or has received written notice of, any material violation or default under (nor, to the knowledge ofT-Mobile, does there exist any condition that with or without notice or lapse of time, or both, would result in such a material violation or default under) anyT-Mobile Material Contract. To the knowledge ofT-Mobile, no other party to anyT-Mobile Material Contract is in breach of or default under the terms of anyT-Mobile Material Contract, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect onT-Mobile.

(iii) Since December 31, 2013, (A) neitherT-Mobile nor any of its subsidiaries has been suspended or debarred from bidding on or entering into contracts or subcontracts for or with any Governmental Entity, (B) no suspension or debarment actions with respect to any Government Contract have been commenced or threatened in writing againstT-Mobile or any of its subsidiaries, (C) all representations and certifications made byT-Mobile or any of its subsidiaries in connection with each of such entity’s Government Contracts and Government Bids were accurate and complete in all material respects as of the date of submission, and all such representations and certifications have been kept current, to the extent required, (D) neitherT-Mobile nor any of its subsidiaries has received any written notice of investigations or audits planned, underway or unresolved by any Governmental Entity with respect to any Government Contract or Government Bid, and to the knowledge ofT-Mobile, there are no such investigations planned, underway or unresolved for whichT-Mobile or any of its subsidiaries has not received notice, (E) there are no material outstanding claims or disputes against or withT-Mobile or any of its subsidiaries relating to any Government Contracts and involving either the U.S. government, any prime contractor, any higher-tier subcontractor or any third party, (F) neitherT-Mobile nor any of its subsidiaries has received a written negative determination of responsibility with respect to any quotation, bid or proposal for a Government Contract,(G) T-Mobile and its subsidiaries are in compliance, in all material respects, with all applicable statutory, regulatory and contractual requirements, including the Armed Services Procurement Act, the Federal Procurement and Administrative Services Act, the Federal Acquisition Regulation, as set forth under FAR and applicable agency supplements thereto, the FAR Cost Principles and the Cost Accounting Standards, (H) there are no adverse or negative government past performance evaluations or ratings that would reasonably be expected to adversely affect in any material respect the evaluation of bids or proposals for future Government Contracts, (I) to the knowledge ofT-Mobile, no facts exist which are reasonably likely to give rise to a material claim for price adjustment under the False Claims Act (31 U.S.C. §§ 3729 - 3733), the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. Chapter 35) or to any other request for a material reduction in the price of any Government Contract ofT-Mobile or any of its subsidiaries, (J) the business systems ofT-Mobile and each of its subsidiaries, including their accounting systems and related processes, are in compliance, in all material respects, with applicable requirements of each Government Contract and Government Bid and all applicable Laws, and no Governmental Entity has notifiedT-Mobile or any of its subsidiaries of a significant weakness or deficiency with respect to any such business system, (K) no termination for default, show cause notice, cure notice or letter of concern has been issued to or againstT-Mobile or any of its subsidiaries with respect to any Government Contract and (L) no Government Contracts were awarded toT-Mobile or any of its subsidiaries pursuant to a procurement process that was limited to persons having 8(a), small business, small disadvantaged business, historically underutilized business zone small business, women owned small business, veteran-owned small business or service-disabled veteran-owned small business status or other preferential status.Section 4.1(p)(iii) of theT-Mobile Disclosure Letter contains a true and complete list of each Government Bid byT-Mobile or any of its

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subsidiaries outstanding as of the date of this Agreement, which Government Bid is material to the business ofT-Mobile and its subsidiaries, taken as a whole.

(iv) NeitherT-Mobile nor any subsidiary ofT-Mobile (A) has a facility security clearance under U.S. national industrial security regulations, or (B) performs, or since December 31, 2013, has performed, on any classified Government Contracts or programs. Aggregate data on all personnel security clearances held byT-Mobile’s and its subsidiaries’ employees (the “T-Mobile Clearance List”), as of the date of this Agreement, has been provided orally or in writing to Sprint’s external legal advisors prior to the date of this Agreement. TheT-Mobile Clearance List provided toT-Mobile prior to the date hereof contains aggregate data on personnel security clearances necessary to conduct the business ofT-Mobile and its subsidiaries as currently being conducted, and are in full force and effect. No notice of revocation from DSS or any other Governmental Entity has been issued toT-Mobile and remains unresolved with respect to any personnel security clearance of any employee ofT-Mobile or any of its subsidiaries. To the knowledge ofT-Mobile, no information, fact, condition or circumstance currently exists that is reasonably likely to give rise to the revocation of any such clearance.

(q)Environmental Protection. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile:

(i)T-Mobile and each of its subsidiaries are and have been since January 1, 2014 in compliance with all applicable Environmental Laws and neitherT-Mobile nor any of its subsidiaries has received any written communication from any person or Governmental Entity that alleges thatT-Mobile or any of its subsidiaries is not in such compliance with, or has any liability under, applicable Environmental Laws.

(ii)T-Mobile and each of its subsidiaries have obtained or have applied for all Environmental Permits necessary for the construction of their facilities and the conduct of their operations, and all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approval, andT-Mobile and its subsidiaries are in compliance with all terms and conditions of their material Environmental Permits.

(iii) There are no Environmental Claims pending or, to the knowledge ofT-Mobile, threatened against(1) T-Mobile or any of its subsidiaries, (2) any person or entity whose liability for any Environmental ClaimT-Mobile or any of its subsidiaries has or may have retained or assumed, either contractually or by operation of law or (3) any real or personal property or operations whichT-Mobile or any of its subsidiaries owns, leases or manages, or any such property formerly owned, leased or managed by any of them since January 1, 2014, in whole or in part.

(iv) There has been no release of any Hazardous Material that would be reasonably likely to form the basis of any Environmental Claim againstT-Mobile or any of its subsidiaries or, to the knowledge ofT-Mobile, against any person or entity whose liability for any Environmental ClaimT-Mobile or any of its subsidiaries has or may have retained or assumed, either contractually or by operation of law.

(r)Prohibited Payments. Except as, individually or in the aggregate, has not been, and would not reasonably be expected to be, material toT-Mobile and its subsidiaries, taken as a whole, since January 1, 2014, none ofT-Mobile or any of its subsidiaries or, to the knowledge ofT-Mobile, any of their respective directors, officers, agents, employees or other persons associated with them or acting on their behalf has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any other applicable Anti-Corruption Laws or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other payment. NeitherT-Mobile nor any of its subsidiaries, as of the date of this Agreement, (i) to the knowledge ofT-Mobile, is under external or internal investigation for any material violation of any Anti-Corruption Laws, (ii) has received any written or,

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to the knowledge ofT-Mobile, other communication from any Governmental Entity regarding any material violation of, or failure to comply with, any Anti-Corruption Laws or (iii) to the knowledge ofT-Mobile, is the subject of any internal complaint, audit or review process regarding a material violation of, or failure to comply with, any Anti-Corruption Laws. Except as, individually or in the aggregate, has not been, and would not reasonably be expected to be, material toT-Mobile and its subsidiaries, taken as a whole, since January 1, 2014, neitherT-Mobile nor any of its subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any alleged irregularity, misstatement or omission or other potential violation or liability arising under or relating to any Anti-Corruption Laws.

(s)Real Property. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect onT-Mobile:(i) T-Mobile and each of its subsidiaries have good and marketable fee title (or the equivalent in any applicable foreign jurisdiction) to all of their owned real property, and good and valid leasehold title to all of their leased property pursuant to leases with third parties which are enforceable in accordance with their terms, in each case subject only to Permitted Liens, (ii) all such real property (A) complies with all applicable zoning and land use ordinances, laws and regulations, or is a valid nonconforming use thereunder, (B) has sufficient access to a public road, and (C) is improved with all necessary and sufficient buildings, structures and improvements sufficient for the continuation of its business as currently conducted, in accordance with all applicable Licenses ofT-Mobile and its subsidiaries and applicable Laws, (iii) there are no existing (or, to the knowledge ofT-Mobile, threatened in writing) condemnation proceedings with respect to any such real property, and (iv) with respect to all such leased real property,T-Mobile and each of its subsidiaries are in compliance with all material terms and conditions of each lease therefor, and neitherT-Mobile nor any of its subsidiaries has received any written notice of default thereunder which is outstanding and remains uncured beyond any applicable period of cure.

(t)Related Party Agreements. As of the date hereof, there are no agreements or arrangements betweenT-Mobile and/or any of its subsidiaries, on the one hand, and DT and/or any affiliate of DT orT-Mobile (other thanT-Mobile and its subsidiaries), on the other hand, that are material to the operation of the businesses ofT-Mobile and its subsidiaries as currently conducted, or that otherwise provide for rights or obligations ofT-Mobile or any of its subsidiaries that, individually or in the aggregate, are, or would reasonably be expected to be, material toT-Mobile and its subsidiaries, taken as a whole, other than as set forth on Section 4.2(t) of theT-Mobile Disclosure Letter.T-Mobile has delivered or made available to Sprint, prior to the date of this Agreement, true and complete copies of all such agreements or arrangements that exist as of the date of this Agreement and have not been filed as exhibits to theT-Mobile Filed SEC Documents.

(u)Opinion of Financial Advisors. The Board of Directors ofT-Mobile has received the opinion of PJT Partners LP, dated the date of this Agreement, to the effect that, as of such date and subject to the assumptions, limitations, qualifications and other matters set forth in such opinion, the Exchange Ratio pursuant to this Agreement is fair from a financial point of view toT-Mobile. The Board of Directors ofT-Mobile has received the opinion of Goldman Sachs & Co. LLC, dated the date of this Agreement, to the effect that, as of such date and subject to the assumptions, limitations, qualifications and other matters set forth in such opinion, the Exchange Ratio pursuant to this Agreement is fair from a financial point of view toT-Mobile. TheT-Mobile Independent Committee has received the opinion of Evercore Group L.L.C., dated the date of this Agreement, to the effect that, as of such date and subject to the assumptions, limitations, qualifications and other matters set forth in such opinion, the Exchange Ratio is fair, from a financial point of view, to the holders of shares ofT-Mobile Common Stock (including such holders ofT-Mobile Common Stock other than DT and its affiliates).

(v)Brokers. Except as set forth in Section 4.2(v) of theT-Mobile Disclosure Letter, no broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf ofT-Mobile.

(w)Takeover Statutes and Charter Provisions. Assuming the accuracy of the representations and warranties set forth inSection 4.1(x), the Board of Directors ofT-Mobile has taken all action necessary so that

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the restrictions on a “business combination” (as such term is used in Section 203 of the DGCL) contained in Section 203 of the DGCL will be inapplicable to this Agreement and the transactions contemplated hereby, including the Merger Transactions. As of the date of this Agreement, no “fair price,” “moratorium,” “control share acquisition” or other antitakeover statute or similar statute or regulation applies with respect toT-Mobile or any of its subsidiaries in connection with this Agreement, the Merger Transactions or any of the other transactions contemplated hereby. As of the date of this Agreement, there is no stockholder rights plan, “poison pill” or similar antitakeover agreement or plan in effect to whichT-Mobile or any of its subsidiaries is subject, party or otherwise bound.

(x)Ownership of Sprint Common Stock. NeitherT-Mobile nor any of its affiliates is, nor at any time during the last three years, hasT-Mobile or any of its affiliates been, an “interested stockholder” of Sprint as defined in Section 203 of the DGCL.T-Mobile and its affiliates do not beneficially own any shares of Sprint Common Stock or other securities of Sprint or any option, warrants or other rights to acquire Sprint Common Stock or other securities of, or any other economic interest in, Sprint.

(y)Financing.

(i)T-Mobile has delivered to Sprint a true, complete and correct copy of an executed commitment letter, dated the date of this Agreement (such commitment letter as the same may be amended fromtime-to-time is referred to herein as the “Commitment Letter”, together with the customary fee letters referred to in clause (ii) below), amongT-Mobile USA, Inc. and the Financing Parties party thereto, pursuant to which, among other things, each of the Financing Parties has agreed, subject to the terms and conditions of the Commitment Letter, to provide or cause to be provided the financing commitments specified in the Commitment Letter subject to the terms and conditions thereof, the proceeds of which are intended byT-Mobile to be utilized as specified in the Commitment Letter. The financing commitments contemplated under the Commitment Letter and the financing contemplated thereby are referred to herein, individually and collectively, as the “Financing”.

(ii) The Commitment Letter as of the date hereof, (x) is in full force and effect, (y) is a legal, valid and binding obligation ofT-Mobile USA, Inc. and, to the knowledge ofT-Mobile, the other parties thereto (z) has not been amended or modified prior to the date hereof. As of the date hereof, (i) no event has occurred which, with or without notice, lapse of time or both, would constitute a material default or material breach on the part ofT-Mobile USA, Inc. under the Commitment Letter, and (ii) subject the satisfaction of the conditions set forth in Section 7.1 and Section 7.2 hereof, and assuming the accuracy in all material respects of the representations and warranties contained in Section 4.1, 4.3 and 4.4,T-Mobile has no reason to believe that it will be unable to satisfy on a timely basis any material term or condition of closing to be satisfied by the Commitment Letter on or prior to the Closing Date. As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Financing (including any “market flex” provisions contained in the Commitment Letter) other than as expressly set forth in or expressly contemplated by the Commitment Letter. As of the date hereof, there are no side letters or other agreements, contracts or arrangements (except for customary fee letters, fee credit letters, and engagement letters, a correct and complete copy of which have been delivered byT-Mobile to Sprint on or prior to the date of this Agreement (other than with respect to redacted fees, fee amounts, pricing terms, pricing caps, “market flex” provisions and other economic terms) which do not contain provisions that impose any additional conditions to the funding of the Financing not otherwise set forth in the Commitment Letter) related to the funding of the full amount of the Financing other than as expressly set forth in or expressly contemplated by the Commitment Letter.

(z)Merger Sub. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Merger Company. Merger Sub was formed solely for the purpose of entering into the transactions contemplated by this Agreement and, since the date of its formation, has not carried on any business, conducted any operations or incurred any liabilities or

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obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto. Subject only to the adoption of this Agreement by the sole stockholder of Merger Sub, Merger Sub has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement by Merger Sub and the consummation by Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Merger Sub, subject only to the adoption of this Agreement by the sole stockholder of Merger Sub and the filing of the Merger Certificate pursuant to the DGCL. This Agreement has been duly executed and delivered by Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions.

(aa)Merger Company. All of the limited liability interests of Merger Company are, and at the Effective Time will be, owned byT-Mobile. Merger Company was formed solely for the purpose of entering into the transactions contemplated by this Agreement and, since the date of its formation, has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto. Subject only to the adoption of this Agreement by the sole member of Merger Company, Merger Company has all requisite limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the SoftBank US Mergers and the other transactions contemplated hereby. The execution and delivery of this Agreement by Merger Company and the consummation by Merger Company of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Merger Company, subject only to the adoption of this Agreement by the sole member of Merger Company and the filing of the SoftBank US Merger Certificates pursuant to the DGCL. This Agreement has been duly executed and delivered by Merger Company and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of Merger Company, enforceable against Merger Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. No entity classification election has been made to treat Merger Company, for U.S. federal income tax purposes, other than as an entity disregarded as separate fromT-Mobile.

Section 4.3.Representations and Warranties of theSoftBank Parties. The SoftBank Parties represent and warrant toT-Mobile, Merger Sub, Merger Company and the DT Parties as follows:

(a)Organization, Standing and Corporate Power. Each SoftBank Party is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted. Each SoftBank US HoldCo is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary. Each SoftBank US HoldCo has delivered or made available toT-Mobile prior to the date of this Agreement true and complete copies of its certificate of incorporation and bylaws.

(b)Corporate Authority. Subject, in the case of the SoftBank US HoldCos, only to the adoption of this Agreement by SoftBank UK HoldCo, in its capacity as the sole stockholder of each SoftBank US HoldCo, each of the SoftBank Parties has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the SoftBank Parties and the consummation by the SoftBank Parties of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the SoftBank Parties, subject, in the case of the SoftBank US HoldCos, only to the adoption of this Agreement by SoftBank UK HoldCo in its capacity as the sole stockholder of such SoftBank US HoldCo and the filing of the SoftBank US Merger Certificates pursuant to the DGCL. This Agreement has been duly executed and delivered by the

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SoftBank Parties and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of each of the SoftBank Parties, enforceable against each of the SoftBank Parties in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. Other than, in the case of the SoftBank US HoldCos, the adoption of this Agreement by SoftBank UK HoldCo in its capacity as the sole stockholder of each SoftBank US HoldCo, no approval by the stockholders of any of the SoftBank Parties is required in order for each of the SoftBank Parties to execute, deliver and perform its obligations under this Agreement or to consummate the transactions hereby on the terms and subject to the conditions of this Agreement.

(c)Ownership of Sprint Shares; Total Shares; Assets. As of the date hereof, Starburst is the record and beneficial owner of 3,076,525,523 shares of Sprint Common Stock, Galaxy is the record and beneficial owner of 314,980,663 shares of Sprint Common Stock (such shares of Sprint Common Stock held by the SoftBank US HoldCos, together with any shares of Sprint Common Stock acquired by the SoftBank Parties from and after the Effective Date as permitted underSection 5.1(d), collectively, the “Sprint Subject Shares”) and SoftBank is the indirect beneficial owner of all of the shares of common stock of each of Starburst and Galaxy. The Sprint Subject Shares are free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or transfer the Sprint Subject Shares), except (i) for the obligation to settle the Galaxy RSUs in Sprint Capital Stock, (ii) as provided hereunder or (iii) pursuant to any applicable restrictions on transfer under the Securities Act. As of the date hereof, neither SoftBank US HoldCo owns any assets, directly or indirectly, beneficially or otherwise, other than its respective Sprint Subject Shares. As of the date hereof, none of the SoftBank Parties owns, directly or indirectly, beneficially or otherwise, any shares of Sprint Common Stock other than the Sprint Subject Shares and 54,579,924 shares of Sprint Common Stock issuable upon exercise of the SoftBank Sprint Warrants.

(d)Voting Power.Collectively, SoftBank and its wholly owned subsidiaries have full voting power, full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in the SoftBank Support Agreement, in each case with respect to all of the Sprint Subject Shares. None of the Sprint Subject Shares are subject to any voting trust or other agreement or arrangement with respect to the voting of such shares, except as provided in the SoftBank Support Agreement.

(e)Capitalization. The authorized capital stock of Galaxy consists of 2,000 shares of Galaxy Common Stock. As of the date hereof and as of the Closing Date, (i) 1,501 shares of Galaxy Common Stock are issued and outstanding, all of which are owned of record and beneficially by SoftBank UK HoldCo, and (ii) no shares of Galaxy Common Stock are held by Galaxy in its treasury. The authorized capital stock of Starburst consists of 100,000 shares of Starburst Common Stock. As of the date hereof and as of the Closing Date, (i) 34,122 shares of Starburst Common Stock are issued and outstanding, all of which are owned of record and beneficially by SoftBank UK HoldCo, and (ii) no shares of Starburst Common Stock are held by Starburst in its treasury. All outstanding shares of capital stock of each SoftBank US HoldCo are, and all shares of capital stock of each SoftBank US HoldCo that may be issued shall be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

(f)Legal Proceedings. As of the date of this Agreement, there are no Actions pending or, to the knowledge of SoftBank, threatened against either SoftBank or any subsidiary of SoftBank (other than the SoftBank US HoldCos and other than Sprint or any subsidiary of Sprint) arising out of or relating to (i) the SoftBank Parties’ ownership of the Sprint Subject Shares or (ii) this Agreement or any of the transactions contemplated hereby, in each case, except as, individually or in the aggregate, would not reasonably be expected to prevent or materially delay the consummation of any of the transactions contemplated hereby. As of the date of this Agreement and as of the Closing Date, there are no Actions pending or threatened against either SoftBank US HoldCo.

(g)Holdco Status. Each SoftBank US HoldCo was formed solely for the purpose of acquiring and holding shares of Sprint Common Stock and, since the date of its formation, has not carried on any other

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business, conducted any other operations, owned any assets other than the Sprint Subject Shares, or incurred any liabilities or obligations of any kind other than those incident to its ownership of the Sprint Subject Shares and the execution of this Agreement.

(h)Taxes. With respect to each SoftBank US HoldCo:

(i) (A) All material Tax Returns required to be filed by or with respect to such SoftBank US HoldCo have been timely filed, (B) all such Tax Returns are true, complete and correct in all material respects, (C) all material Taxes (whether or not reflected on such Tax Returns) required to have been paid have been timely paid and (D) all material Taxes required to be withheld have been duly and timely withheld, and such withheld Taxes have been either duly and timely paid to the proper Taxing Authority or properly set aside in accounts for such purpose and will be duly and timely paid to the proper Taxing Authority.

(ii) There is no written agreement or other written document waiving or extending, or having the effect of waiving or extending, the statute of limitations or the period of assessment or collection of any material amount of Taxes that remains in effect.

(iii) (A) No material investigation, examination, audit or other administrative proceeding with regard to any Taxes or Tax Return is currently pending or has been threatened and (B) no Taxing Authority has asserted in writing, or has threatened, any material deficiency or claim for Taxes or any material adjustment to Taxes.

(iv) Such SoftBank US HoldCo is not bound by any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law) and has not received or requested any private letter ruling, technical advice memorandum or other written ruling from a Taxing Authority.

(v) In the past three years, no claim has been made in writing by a Governmental Entity in a jurisdiction where such SoftBank US HoldCo does not file Tax Returns with respect to a particular type of Tax that it is or may be subject to taxation for such Tax by that jurisdiction.

(vi) Such SoftBank US HoldCo (A) is not a party to or bound by, or does not have any obligation under, any Tax indemnification, separation, sharing or similar agreement or arrangement,(B) is not and has not been a member of any consolidated, combined, unitary or similar group for purposes of filing Tax Returns or paying Taxes (except that, from October 5, 2012 to July 10, 2013, Starburst was the common parent of a consolidated federal income tax return group that included Sprint and its subsidiaries), and (C) has no liability for the payment of Taxes of any person as a successor or transferee, or otherwise.

(vii) None of such SoftBank US HoldCo’s assets is subject to any Liens for Taxes (other than statutory Liens for Taxes that are not yet delinquent).

(viii) Such SoftBank US HoldCo has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify fortax-free treatment under Section 355 of the Code.

(ix) Such SoftBank US HoldCo has not taken any action, nor does it know of the existence of any fact, agreement, plan or other circumstance, that could reasonably be expected to prevent or impede (i) the qualification of any of the SoftBank US Mergers or the Merger as a “reorganization” within the meaning of Section 368(a) of the Code, (ii) Starburst or Galaxy from delivering their respective Tax Certificates, or (iii) Sprint obtaining the opinion described inSection 7.3(e).

(x) Such SoftBank US HoldCo has not participated in any “reportable transaction” within the meaning of Treasury RegulationsSection 1.6011-4(b) (or any similar provision of state, local or foreign Law).

(xi) No power of attorney has been granted to any person with respect to any Tax matter of such SoftBank US HoldCo that will remain in force after the Closing.

(xii) Such SoftBank US HoldCo (or any successor thereto) will not be required to include any material item of income in, or exclude any material item of deduction from, its taxable income for any taxable period

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(or portion thereof) beginning after the Closing Date as a result of any (A) adjustment required by reason of a change in method of accounting under Section 481(c) of the Code (or any similar provision of state, local or foreign Law), (B) closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law) entered into prior to the Closing, or (C) installment sale or intercompany transaction made prior to the Closing.

(xiii) No such SoftBank US HoldCo has been or will have been, at any time during the five-year period ending on the date on which the SoftBank US Mergers Effective Time occurs, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

(i)Information Supplied. None of the information supplied or to be supplied by the SoftBank Parties specifically for inclusion or incorporation by reference in (i) the FormS-4 will, at the time the FormS-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or (ii) the Consent Solicitation Statement will, at the date it is first mailed to the respective stockholders of Sprint andT-Mobile, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the SoftBank Parties with respect to statements made or incorporated by reference therein based on information supplied byT-Mobile or a DT Party specifically for inclusion or incorporation by reference in the FormS-4 or the Consent Solicitation Statement.

Section 4.4.Representations and Warranties of theDT Parties. The DT Parties represents and warrants to Sprint and SoftBank as follows:

(a)Organization, Standing and Corporate Power. Each DT Party is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power and authority to carry on its business as now being conducted.

(b)Corporate Authority. Each DT Party has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the DT Parties and the consummation by the DT Parties of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the DT Parties. This Agreement has been duly executed and delivered by the DT Parties and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of the DT Parties, enforceable against the DT Parties in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. No approval by the stockholders of the DT Parties is required in order for the DT Parties to execute, deliver and perform its obligations under this Agreement or to consummate the transactions hereby on the terms and subject to the conditions of this Agreement.

(c)Legal Proceedings. As of the date of this Agreement, there are no Actions pending or, to the knowledge of DT, threatened against either DT or any subsidiary of DT (other thanT-Mobile or any subsidiary ofT-Mobile) arising out of or relating to this Agreement or any of the transactions contemplated hereby, in each case, except as, individually or in the aggregate, would not reasonably be expected to prevent or materially delay the consummation of any of the transactions contemplated hereby.

(d)Information Supplied. None of the information supplied or to be supplied by the DT Parties specifically for inclusion or incorporation by reference in (i) the FormS-4 will, at the time the FormS-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which

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they are made, not misleading or (ii) the Consent Solicitation Statement will, at the date it is first mailed to the respective stockholders of Sprint andT-Mobile, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the DT Parties with respect to statements made or incorporated by reference therein based on information supplied by Sprint or SoftBank specifically for inclusion or incorporation by reference in the FormS-4 or the Consent Solicitation Statement.

Section 4.5.No Other Representations and Warranties.

(a) Except for the representations and warranties of Sprint contained inSection 4.1 or in any certificates delivered by Sprint in connection with the Merger Transactions pursuant toSection 7.2(c) and the representations and warranties of the SoftBank Parties contained inSection 4.3,T-Mobile, Merger Sub, Merger Company and the DT Parties acknowledge that none of Sprint, the SoftBank Parties or any of their respective affiliates or such parties’ or their affiliates’ respective Representatives, nor any other person on behalf of Sprint or the SoftBank Parties, makes, and none ofT-Mobile, Merger Sub, Merger Company or the DT Parties has relied upon, any other express or implied representation or warranty with respect to Sprint, the SoftBank Parties or any of their respective affiliates or with respect to any other information provided or made available by them or on their behalf toT-Mobile, Merger Sub, Merger Company, the DT Parties or their respective Representatives in connection with this Agreement, including any information, documents, projections, forecasts or other material made available toT-Mobile, Merger Sub, Merger Company, the DT Parties or their respective Representatives in certain “data rooms” or management presentations or meetings in expectation of the Merger Transactions.

(b) Except for the representations and warranties ofT-Mobile, Merger Sub and Merger Company contained inSection 4.2 or in any certificates delivered byT-Mobile in connection with the Merger Transactions pursuant toSection 7.3(c) and the representations and warranties of the DT Parties contained inSection 4.4, Sprint and the SoftBank Parties acknowledge that none ofT-Mobile, Merger Sub, Merger Company, the DT Parties or any of their respective affiliates or such parties’ or their affiliates’ respective Representatives, nor any other person on behalf ofT-Mobile, Merger Sub, Merger Company or the DT Parties, makes, and none of Sprint or the SoftBank Parties has relied upon, any other express or implied representation or warranty with respect toT-Mobile, Merger Sub, Merger Company, the DT Parties or their respective affiliates or with respect to any other information provided or made available by them or on their behalf to Sprint, the SoftBank Parties or their respective Representatives in connection with this Agreement, including any information, documents, projections, forecasts or other material made available to Sprint, the SoftBank Parties or their respective Representatives in certain “data rooms” or management presentations or meetings in expectation of the Merger Transactions.

ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

Section 5.1.Conduct of Business.

(a)Conduct of Business by Sprint. Except (w) as set forth in Section 5.1(a) of the Sprint Disclosure Letter, (x) as otherwise expressly permitted by this Agreement, (y) as required by applicable Law or (z) as consented to byT-Mobile in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, Sprint (1) shall, and shall cause its subsidiaries to, use reasonable best efforts to carry on their respective businesses in the ordinary course of business consistent with past practice and, to the extent consistent therewith, use reasonable best efforts to preserve intact their current business organizations,

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preserve their assets and properties in good repair and condition and preserve their relationships with those persons having business dealings with them to the end that their goodwill and ongoing businesses shall be unimpaired at the Effective Time and (2) shall not, and shall not permit any of its subsidiaries to:

(i) (A) other than dividends and distributions by a direct or indirect wholly owned subsidiary of Sprint to its parent, declare, set aside or pay any dividends on, make any other distributions in respect of, or enter into any agreement with respect to the voting of, any of its capital stock, (B) (I) other than with respect to the capital stock or securities of direct or indirect wholly owned subsidiaries of Sprint, split, combine or reclassify any shares of its capital stock or (II) issue any other securities in respect of, in lieu of or in substitution for shares of its capital stock, unless such issuance is to other direct or indirect wholly owned subsidiaries of Sprint, or (C) purchase, redeem or otherwise acquire any shares of capital stock of Sprint or anynon-wholly owned subsidiary of Sprint or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities of Sprint or anynon-wholly owned subsidiary of Sprint (other than the acquisition of shares from a holder of a Sprint Equity Award in satisfaction of withholding obligations or in payment of the exercise price in accordance with the terms thereof or in connection with the forfeiture of a Sprint Equity Award);

(ii) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting or equity securities or interests or any securities or interests convertible into, or any rights, warrants or options to acquire, any such shares, securities or interests or convertible securities other than (A) in connection with the exercise or settlement of Sprint Equity Awards outstanding as of the date of this Agreement in accordance with their present terms (or granted following the date of this Agreement in accordance with the terms of this Agreement), (B) in accordance withSection 5.1(a)(ii) of the Sprint Disclosure Letter, (C) the issuance, delivery or sale of capital stock or other voting or equity securities or interests to another direct or indirect wholly owned subsidiary of Sprint, (D) Liens on the capital stock of any subsidiaries of Sprint which are required to be granted pursuant to the terms of any Indebtedness existing on the date hereof or permitted to be incurred in accordance withSection 5.1(a)(viii) or that constitutes or is incurred because it represents aPre-Merger Financing Transaction, or (E) the issuance by Sprint of up to 61,868,554 shares of Sprint Common Stock upon the exercise of Sprint Warrants in accordance with the terms thereof;

(iii) except as set forth in Section 5.1(a)(iii)(X) of the Sprint Disclosure Letter, (X) amend or modify in any material respect, renew, waive any material provision of, or terminate, any Sprint Material Contract, or enter into any contract that would have been a Sprint Material Contract had it been in effect as of the date of this Agreement, except (A) in the ordinary course of business consistent with past practice (other than materially increasing the financial commitments of Sprint or any of its subsidiaries under any contract of the type described in clause (D)(x)(II) of the definition of “Sprint Material Contracts ” (with the references to “$200,000,000” and “$400,000,000” in such clause replaced with “$300,000,000” and “$600,000,000,” respectively, for purposes of thisSection 5.1(a)(iii)) and other than with respect to any contract of the type described in clauses (H)(z), (J)(x), (L)(x) and (M) of the definition of “Sprint Material Contracts,” to which the foregoing ordinary course exception shall not apply), (B) in connection with any matter to the extent such matter is expressly permitted by another clause of thisSection 5.1(a) or (C) for any renewal or extension of a Sprint Material Contract in the ordinary course of business consistent with past practice and in accordance with the express terms of such Sprint Material Contract as in effect on the date hereof;or (Y) permit to exist as of the Closing Date any condition that is or would result in an event of termination or an event of default with respect to any of the Sprint Material Contracts set forth on Section 5.1(a)(iii)(Y) to the Sprint Disclosure Letter, or otherwise would result in a right of the applicable counterparty to terminate such Sprint Material Contract;

(iv) other than acquisitions of wireless spectrum, which shall be governed bySection 5.1(a)(v), and except for transactions solely between Sprint and its wholly owned subsidiaries, or among Sprint’s wholly owned subsidiaries, (A) acquire any equity interests in, or make any investment in or any capital contribution to, any person, or acquire a substantial portion of the assets or business of any person (or any division or line of business thereof), including in each case by merger or consolidation, or (B) otherwise

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acquire (including through leases, subleases and licenses of real property) any assets, except (I) in the case of clause (B), inventory, equipment, tower leases and assets acquired in the ordinary course of business consistent with past practice and (II) in the case of clauses (A) and (B), (w) pursuant to any agreement in effect on the date hereof (and without giving effect to any amendment or modification thereto after the date hereof) and made available toT-Mobile prior to the date hereof, (x) acquisitions in the investment portfolio of Sprint or its subsidiaries made in the ordinary course of business consistent with past practice and consistent with Sprint’s bona fide cash management policies, (y) assets required for, and reasonably acquired for, a disaster recovery operation or (z) in one or more transactions with respect to which the aggregate consideration for all such transactions during the period from the date of this Agreement to the Closing Date does not exceed $250,000,000;

(v) acquire any wireless spectrum, except (A) fair market value exchanges of spectrum licenses in the ordinary course of business consistent with past practice that do not adversely affect existing operations of Sprint or its subsidiaries, (B) pursuant to any agreement in effect on the date hereof (and without giving effect to any amendment or modification thereto after the date hereof) and made available toT-Mobile prior to the date hereof, (C) pursuant to an auction of wireless spectrum by a Governmental Entity or (D) in one or more transactions with respect to which the aggregate consideration for all such transactions (including any cash component of an otherwise fair market value exchange of spectrum licenses) during the period from the date of this Agreement to the Closing Date does not exceed $1,000,000,000;

(vi) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon, voluntarily fail to renew on commercially reasonable terms, allow to lapse or expire or otherwise dispose of (in each case except among Sprint and its wholly owned subsidiaries, including transactions between such subsidiaries) any Sprint Communications Licenses or wireless spectrum (or leases therefor) (or authorize, by action or inaction, any licensee leasing spectrum to Sprint or any of its subsidiaries to do any of the foregoing to the extent it would impair rights of Sprint or its subsidiaries to leased spectrum), other than (A) fair market value exchanges of spectrum licenses in the ordinary course of business consistent with past practice that do not adversely affect existing operations of Sprint or its subsidiaries, and would not reasonably be expected to adversely affect the expected benefits of the transactions contemplated by this Agreement toT-Mobile and Sprint, in each case, in any material respect, (B) pursuant to any agreement in effect on the date hereof and made available toT-Mobile prior to the date hereof (and without giving effect to any amendment or modification thereto after the date hereof), (C) effecting any of the foregoing in one or more transactions (including any cash component of an otherwise fair market value exchange of spectrum licenses and fair market value of the wireless spectrum for any lease not so renewed) during the period from the date of this Agreement to the Closing Date does not exceed $50,000,000, or (D) Liens which are required to be granted pursuant to the terms of any Indebtedness existing on the date hereof or permitted to be incurred in accordance with Section 5.1(a)(viii);

(vii) except in the ordinary course of business, transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon, voluntarily fail to renew on commercially reasonable terms, allow to lapse or expire or otherwise dispose of (except transfers, sales, leases or licenses solely among Sprint and its wholly owned subsidiaries, including transactions between such subsidiaries) any Licenses (other than Sprint Communications Licenses), assets (other than wireless spectrum and Intellectual Property), operations, rights, businesses or interests therein of Sprint or its subsidiaries, other than (A) any such Licenses, assets, operations, rights, businesses or interests therein with a fair market value or purchase price in the aggregate not in excess of $250,000,000 for all such transactions during the period from the date of this Agreement to the Closing Date or (B) pursuant to any agreement in effect on the date hereof (and without giving effect to any amendment or modification thereto after the date hereof) and made available toT-Mobile prior to the date hereof;

(viii) create, incur or assume any Indebtedness for borrowed money; issue any debt securities or any right to acquire debt securities; assume, guarantee, endorse or otherwise become liable or responsible (whether, directly, contingently or otherwise) for the Indebtedness of another person; enter into any

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agreement to maintain any financial condition of another person; enter into any securitization or factoring arrangement; or enter into any arrangement having the economic effect of any of the foregoing, except for:

(A) Indebtedness under Sprint’s current revolving credit facilities, and securitization facilities;

(B) any Indebtedness incurred to refinance or replace Indebtedness in existence on the date hereof or permitted to be incurred by thisSection 5.1(a)(viii), which refinancing Indebtedness shall be in an amount not to exceed the amount of Indebtedness refinanced thereby, plus accrued and unpaid interest, customary fees and expenses relating thereto;

(D) incremental Indebtedness for borrowed money used to finance the acquisition of wireless spectrum underSection 5.1(a)(v)(C) after the date hereof and prior to the Closing Date, not to exceed $1,000,000,000 in the aggregate outstanding at any time;

(E) incremental Indebtedness for borrowed money not to exceed $2,000,000,000 in the aggregate outstanding at any time; and

(F) guarantees by Sprint or its wholly owned subsidiaries of Indebtedness for borrowed money of Sprint or its wholly owned subsidiaries (other than intercompany Indebtedness) to the extent that (1) such guarantee is required by the terms of such Indebtedness and (2) such Indebtedness is in existence on the date hereof or incurred in compliance with clauses (A) through (E) of thisSection 5.1(a)(viii);

provided that any such Indebtedness incurred pursuant to the foregoing clauses (B), (D) or (E) is prepayable at par at any time (except, in the case of any term loan B, for any customary 101 “soft call”); provided, further, that the foregoing shall not limit the incurrence of Indebtedness pursuant to anyPre-Merger Financing Transaction in accordance withSection 6.17;

(ix) except in the ordinary course of business consistent with past practice, make any loans or advances, except (A) to the extent required under any agreement in effect on the date hereof (and without giving effect to any amendment or modification thereto after the date hereof) and made available toT-Mobile prior to the date hereof, (B) to Sprint or any of its wholly owned subsidiaries (including loans and advances between such subsidiaries) or (C) loans or advances not in excess of $30,000,000 in the aggregate for all such loans and advances during the period from the date of this Agreement to the Closing Date;

(x) make or forgive any loans or advances to any of its employees, directors or officers (other than making travel and similar advances in the ordinary course of business consistent with past practice), except in the ordinary course of business in amounts not in excess of $5,000 per employee;

(xi) other than any Action with respect to Taxes (which are governed bySection 5.1(a)(xii)), waive, release, assign, settle or compromise any pending or threatened (in writing) Action, other than (A) settlements that result in recoveries by Sprint or any of its subsidiaries, (B) settlements involving de minimisnon-monetary obligations entered into in the ordinary course of business consistent with past practice or (C) settlements that result solely in monetary obligations of Sprint or its subsidiaries (without the admission of wrongdoing or a nolo contendere or similar plea by, the imposition of injunctive or other equitable relief on, or restrictions on the future activity or conduct of, Sprint or any of its subsidiaries, and excluding any Action subject toSection 6.16) involving the payment by Sprint or any of its subsidiaries of (i) amounts not in excess of the amounts specifically reserved in accordance with GAAP with respect to such Action on Sprint’s consolidated financial statements for the quarterly period ending December 31, 2017, or (ii) amounts not in excess of $100,000,000 for a single Action or $167,000,000 in the aggregate for all such Actions during the period from the date of this Agreement to the Closing Date;

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to a material amount of Taxes, (C) change (or make a request to any Taxing Authority to change) any Tax accounting period or any material aspect of its method of accounting for Tax purposes, (D) amend any material Tax Return, (E) enter into any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law) with respect to any material Tax or (F) surrender any claim for a refund of a material amount of Taxes;

(xiii) other than (1) in the ordinary course of business and consistent with past practice, (2) as set forth onSection 5.1(a)(xiii)of the Sprint Disclosure Letter, (3) as required by any Sprint Benefit Plan as in effect on the date of this Agreement or (4) as required by applicable Law, (A) increase any compensation or benefits of any executive officer or director of Sprint, (B) grant any cash or equity incentive compensation to any executive officer or director of Sprint, or pay or settle any cash or equity incentive compensation, other than in accordance with the terms of the applicable Sprint Benefit Plan based, if applicable, on actual performance, (C) enter into or adopt any new Sprint Benefit Plan or amend in any material respect or terminate any existing Sprint Benefit Plan, (D) accelerate the vesting of any compensation or benefits (including Sprint Equity Awards), (E) provide any funding for any rabbi trust or similar arrangement, or take any other action to fund or secure the payment of any compensation or benefit, (F) amend the funding obligation or contribution rate of any Sprint Benefit Plan or change any underlying assumptions to calculate benefits payable under any Sprint Benefit Plan, except as may be required by GAAP, or (G) grant to any executive officer or director of Sprint any right to receive any severance,change-in-control, retention, termination or similar compensation or benefits or increases therein;

(xiv) (A) negotiate, enter into, materially modify or (except in accordance with its terms) extend any Labor Agreement or (B) voluntarily recognize or certify any labor or trade union, works council, employee representative body or other labor organization as the representative of any employees of Sprint or any of its subsidiaries;

(xv) change any of its material financial accounting policies or procedures currently in effect, except (A) as required by GAAP (or with respect to permitted early adoption of changes required by GAAP), RegulationS-X of the Exchange Act or a Governmental Entity or quasi-governmental authority (including the Financial Accounting Standards Board (the “FASB”) or any similar organization) as determined in consultation with Sprint’s outside auditor or (B) as required by applicable Law;

(xvi) make any payment or accrual of aggregate capital expenditures (excluding leased handsets in the ordinary course of business consistent with past practice) that are greater than 110% of the amounts set forth in Section 5.1(a)(xvi) of the Sprint Disclosure Letter for the respective periods set forth therein;

(xvii) write up, write down or write off the book value of any of its assets, other than (A) in the ordinary course of business consistent with past practice or (B) as may be consistent with Sprint’s financial accounting policies and procedures and GAAP as determined in consultation with Sprint’s outside auditor;

(xviii) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest or otherwise dispose of (in each case except among Sprint and its wholly owned subsidiaries), or cancel, dedicate to the public, disclaim, forfeit, reexamine, abandon or allow to lapse (except with respect to patents expiring in accordance with their terms), any rights in, or registrations or applications for, Intellectual Property, other than immaterial rights in, or registrations or applications for, Intellectual Property in the ordinary course of business consistent with past practice;

(xix) (A) amend the Sprint Certificate of Incorporation or Bylaws of Sprint or the comparable organizational documents of any of its subsidiaries (other than any amendment to the organizational documents of any of its wholly owned subsidiaries that would not reasonably be expected to be materially adverse toT-Mobile or Merger Sub or to prevent or materially delay the consummation of any of the transactions contemplated hereby) or (B) merge or consolidate with any person (other than any merger or consolidation involving only Sprint’s direct and indirect wholly owned subsidiaries) or adopt or implement any plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization; or

(xx) authorize, commit, agree or publicly announce an intention to take any of the foregoing actions.

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(b)Conduct of Business byT-Mobile. Except (w) as set forth in Section 5.1(b) of theT-Mobile Disclosure Letter,(x) as otherwise expressly permitted by this Agreement, (y) as required by applicable Law or (z) as consented to by Sprint in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement pursuant to its terms,T-Mobile (1) shall, and shall cause its subsidiaries to, use reasonable best efforts to carry on their respective businesses in the ordinary course of business consistent with past practice and, to the extent consistent therewith, use reasonable best efforts to preserve intact their current business organizations, preserve their assets and properties in good repair and condition and preserve their relationships with those persons having business dealings with them to the end that their goodwill and ongoing businesses shall be unimpaired at the Effective Time and (2) shall not, and shall not permit any of its subsidiaries to:

(i) (A) other than dividends and distributions by a direct or indirect wholly owned subsidiary ofT-Mobile to its parent, declare, set aside or pay any dividends on, make any other distributions in respect of, or enter into any agreement with respect to the voting of, any of its capital stock, (B) (I) other than with respect to the capital stock or securities of direct or indirect wholly owned subsidiaries ofT-Mobile, split, combine or reclassify any shares of its capital stock or (II) issue any other securities in respect of, in lieu of or in substitution for shares of its capital stock, unless such issuance is to other direct or indirect wholly owned subsidiaries ofT-Mobile, or (C) purchase, redeem or otherwise acquire any shares of capital stock ofT-Mobile or anynon-wholly owned subsidiary ofT-Mobile or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities ofT-Mobile or anynon-wholly owned subsidiary ofT-Mobile (other than the acquisition of shares from a holder of aT-Mobile Equity Award in satisfaction of withholding obligations or in payment of the exercise price in accordance with the terms thereof or in connection with the forfeiture of aT-Mobile Equity Award);

(ii) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting or equity securities or interests or any securities or interests convertible into, or any rights, warrants or options to acquire, any such shares, securities or interests or convertible securities other than (A) in connection with the exercise or settlement ofT-Mobile Equity Awards outstanding as of the date of this Agreement in accordance with their present terms (or granted following the date of this Agreement in accordance with the terms of this Agreement), (B) in accordance with Section 5.1(b)(ii) of theT-Mobile Disclosure Letter, (C) the issuance, delivery or sale of capital stock or other voting or equity securities or interests to another direct or indirect wholly owned subsidiary ofT-Mobile, or (D) Liens on the capital stock of any subsidiaries ofT-Mobile which are required to be granted pursuant to the terms of any Indebtedness existing on the date hereof or permitted to be incurred in accordance withSection 5.1(b)(viii) or that constitutes or is incurred because it represents aPre-Merger Financing Transaction;

(iii) (X) amend or modify in any material respect, renew, waive any material provision of, or terminate, anyT-Mobile Material Contract, or enter into any contract that would have been aT-Mobile Material Contract had it been in effect as of the date of this Agreement, except (A) in the ordinary course of business consistent with past practice (other than with respect to any contract of the type described in clause (M) of the definition of“T-Mobile Material Contracts”, to which the foregoing ordinary course exception does not apply), (B) in connection with any matter to the extent such matter is expressly permitted by another clause of thisSection 5.1(b) or (C) for any renewal or extension of aT-Mobile Material Contract in the ordinary course of business consistent with past practice and in accordance with the express terms of suchT-Mobile Material Contract as in effect on the date hereof; or (Y) permit to exist as of the Closing Date any condition that is or would result in an event of termination or an event of default with respect to any of theT-Mobile Material Contracts set forth on Section 5.1(b)(iii)(Y) to theT-Mobile Disclosure Letter, or otherwise would result in a right of the applicable counterparty to terminate suchT-Mobile Material Contract;

(iv) other than acquisitions of wireless spectrum, which shall be governed bySection 5.1(b)(v), and except for transactions solely betweenT-Mobile and its wholly owned subsidiaries, or amongT-Mobile’s wholly owned subsidiaries, (A) acquire any equity interests in, or make any investment in or any capital contribution to, any person, or acquire a substantial portion of the assets or business of any person (or any division or line of business thereof), including in each case by merger or consolidation, or (B) otherwise

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acquire (including through leases, subleases and licenses of real property) any assets, except (I) in the case of clause (B), inventory, equipment, tower leases and assets acquired in the ordinary course of business consistent with past practice and (II) in the case of clauses (A) and (B), (w) pursuant to any agreement in effect on the date hereof (and without giving effect to any amendment or modification thereto after the date hereof) and made available to Sprint prior to the date hereof, (x) acquisitions in the investment portfolio ofT-Mobile or its subsidiaries made in the ordinary course of business consistent with past practice and consistent withT-Mobile’s bona fide cash management policies, (y) assets required for, and reasonably acquired for, a disaster recovery operation or (z) in one or more transactions with respect to which the aggregate consideration for all such transactions during the period from the date of this Agreement to the Closing Date does not exceed $375,000,000;

(v) acquire any wireless spectrum, except (A) fair market value exchanges of spectrum licenses in the ordinary course of business consistent with past practice that do not adversely affect existing operations ofT-Mobile or its subsidiaries, (B) pursuant to any agreement in effect on the date hereof (and without giving effect to any amendment or modification thereto after the date hereof) and made available to Sprint prior to the date hereof, (C) pursuant to an auction of wireless spectrum by a Governmental Entity or (D) in one or more transactions with respect to which the aggregate consideration for all such transactions (including any cash component of an otherwise fair market value exchange of spectrum licenses) during the period from the date of this Agreement to the Closing Date does not exceed $2,000,000,000;

(vi) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon, voluntarily fail to renew on commercially reasonable terms, allow to lapse or expire or otherwise dispose of (in each case except amongT-Mobile and its wholly owned subsidiaries, including transactions between such subsidiaries) anyT-Mobile Communications Licenses or wireless spectrum (or leases therefor) (or authorize, by action or inaction, any licensee leasing spectrum toT-Mobile or any of its subsidiaries to do any of the foregoing to the extent it would impair rights ofT-Mobile or its subsidiaries to leased spectrum), other than (A) fair market value exchanges of spectrum licenses in the ordinary course of business consistent with past practice that do not adversely affect existing operations ofT-Mobile or its subsidiaries, and would not reasonably be expected to adversely affect the expected benefits of the transactions contemplated by this Agreement toT-Mobile and Sprint, in each case, in any material respect, (B) pursuant to any agreement in effect on the date hereof and made available to Sprint prior to the date hereof (and without giving effect to any amendment or modification thereto after the date hereof), or (C) effecting any of the foregoing in one or more transactions (including any cash component of an otherwise fair market value exchange of spectrum licenses and fair market value of the wireless spectrum for any lease not so renewed) during the period from the date of this Agreement to the Closing Date does not exceed $50,000,000, or (D) Liens which are required to be granted pursuant to the terms of any Indebtedness existing on the date hereof or permitted to be incurred in accordance withSection 5.1(b)(viii);

(vii) except in the ordinary course of business, transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon, voluntarily fail to renew on commercially reasonable terms, allow to lapse or expire or otherwise dispose of (except transfers, sales, leases or licenses solely amongT-Mobile and its wholly owned subsidiaries, including transactions between such subsidiaries) any Licenses (other thanT-Mobile Communications Licenses), assets (other than wireless spectrum and Intellectual Property), operations, rights, businesses or interests therein ofT-Mobile or its subsidiaries, other than (A) any such Licenses, assets, operations, rights, businesses or interests therein with a fair market value or purchase price in the aggregate not in excess of $375,000,000 for all such transactions during the period from the date of this Agreement to the Closing Date or (B) pursuant to any agreement in effect on the date hereof (and without giving effect to any amendment or modification thereto after the date hereof) and made available to Sprint prior to the date hereof;

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agreement to maintain any financial condition of another person; or enter into any arrangement having the economic effect of any of the foregoing, except for:

(A) Indebtedness underT-Mobile’s current revolving credit agreements and securitization facilities;

(B) any Indebtedness incurred to refinance or replace Indebtedness in existence on the date hereof or permitted to be incurred by thisSection 5.1(b)(viii), which refinancing Indebtedness shall be in an amount not to exceed the amount of Indebtedness refinanced thereby, plus accrued and unpaid interest, customary fees and expenses relating thereto;

(D) incremental Indebtedness for borrowed money used to finance the acquisition of wireless spectrum underSection 5.1(b)(v)(C) after the date hereof and prior to the Closing Date, not to exceed $2,500,000,000 in the aggregate outstanding at any time;

(E) incremental Indebtedness for borrowed money not to exceed $2,000,000,000 in the aggregate outstanding at any time; and

(F) guarantees byT-Mobile or its wholly owned subsidiaries of Indebtedness for borrowed money ofT-Mobile or its wholly owned subsidiaries (other than intercompany Indebtedness) to the extent that (1) such guarantee is required by the terms of such Indebtedness and (2) such Indebtedness is in existence on the date hereof or incurred in compliance with clauses (A) through (E) of thisSection 5.1(b)(viii);

provided that the foregoing shall not limit the incurrence of Indebtedness pursuant to anyPre-Merger Financing Transaction in accordance withSection 6.17;

(ix) except in the ordinary course of business consistent with past practice, make any loans or advances, except (A) to the extent required under any agreement in effect on the date hereof (and without giving effect to any amendment or modification thereto after the date hereof) and made available to Sprint prior to the date hereof, (B) toT-Mobile or any of its wholly owned subsidiaries (including loans and advances between such subsidiaries) or (C) loans or advances not in excess of $30,000,000 in the aggregate for all such loans and advances during the period from the date of this Agreement to the Closing Date;

(xi) other than any Action with respect to Taxes (which are governed bySection 5.1(b)(xii)), waive, release, assign, settle or compromise any pending or threatened (in writing) Action, other than (A) settlements that result in recoveries byT-Mobile or any of its subsidiaries, (B) settlements involving de minimisnon-monetary obligations entered into in the ordinary course of business consistent with past practice or (C) settlements that result solely in monetary obligations ofT-Mobile or its subsidiaries (without the admission of wrongdoing or a nolo contendere or similar plea by, the imposition of injunctive or other equitable relief on, or restrictions on the future activity or conduct of,T-Mobile or any of its subsidiaries, and excluding any Action subject toSection 6.16) involving the payment byT-Mobile or any of its subsidiaries of (A) amounts not in excess of the amounts specifically reserved in accordance with GAAP with respect to such Action onT-Mobile’s consolidated financial statements for the annual period ending December 31, 2017 or (B) amounts not in excess of $150,000,000 for a single Action or $250,000,000 in the aggregate for all such Actions during the period from the date of this Agreement to the Closing Date;

(xii) other than in the ordinary course of business consistent with past practice, (A) make, change or revoke any material Tax election, (B) settle or compromise any claim, audit, proceeding or liability relating to a material amount of Taxes, (C) change (or make a request to any Taxing Authority to change) any Tax

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accounting period or any material aspect of its method of accounting for Tax purposes, (D) amend any material Tax Return, (E) enter into any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law) with respect to any material Tax, (F) surrender any claim for a refund of a material amount of Taxes or (G) take any action or make any election pursuant to Treasury RegulationsSection 301.7701-3(c) to treat Merger Company as other than disregarded as an entity separate fromT-Mobile for U.S. federal income Tax purposes;

(xiii) other than (1) in the ordinary course of business and consistent with past practice, (2) as set forth onSection 5.1(b)(xiii)of theT-Mobile Disclosure Letter, (3) as required by anyT-Mobile Benefit Plan as in effect on the date of this Agreement or (4) as required by applicable Law, (A) increase any compensation or benefits of any executive officer or director ofT-Mobile, (B) grant any cash or equity incentive compensation to any executive officer or director ofT-Mobile, or pay or settle any cash or equity incentive compensation, other than in accordance with the terms of the applicableT-Mobile Benefit Plan based, if applicable, on actual performance, (C) enter into or adopt any newT-Mobile Benefit Plan or amend in any material respect or terminate any existingT-Mobile Benefit Plan, (D) accelerate the vesting of any compensation or benefits (includingT-Mobile Equity Awards), (E) provide any funding for any rabbi trust or similar arrangement, or take any other action to fund or secure the payment of any compensation or benefit, (F) amend the funding obligation or contribution rate of anyT-Mobile Benefit Plan or change any underlying assumptions to calculate benefits payable under anyT-Mobile Benefit Plan, except as may be required by GAAP, or (G) grant to any executive officer or director ofT-Mobile any right to receive any severance,change-in-control, retention, termination or similar compensation or benefits or increases therein;

(xv) change any of its material financial accounting policies or procedures currently in effect, except (A) as required by GAAP (or with respect to permitted early adoption of changes required by GAAP), RegulationS-X of the Exchange Act or a Governmental Entity or quasi-governmental authority (including the FASB or any similar organization) as determined in consultation withT-Mobile’s outside auditor or (B) as required by applicable Law;

(xvi) make any payment or accrual of aggregate capital expenditures (excluding leased handsets in the ordinary course of business consistent with past practice) that are greater than 110% of the amounts set forth inSection 5.2(b)(xvi) of theT-Mobile Disclosure Letter for the respective periods set forth therein;

(xvii) write up, write down or write off the book value of any of its assets, other than (A) in the ordinary course of business consistent with past practice or (B) as may be consistent withT-Mobile’s financial accounting policies and procedures and GAAP as determined in consultation withT-Mobile’s outside auditor;

(xviii) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest or otherwise dispose of (in each case except amongT-Mobile and its wholly owned subsidiaries), cancel, dedicate to the public, disclaim, forfeit, reexamine, abandon or allow to lapse (except with respect to patents expiring in accordance with their terms), any rights in, or registrations or applications for, Intellectual Property, other than immaterial rights in, or registrations or applications for, Intellectual Property in the ordinary course of business consistent with past practice;

(xix) (A) amend theT-Mobile Certificate of Incorporation or Bylaws ofT-Mobile or the comparable organizational documents of any of its subsidiaries (other than any amendment to the organizational documents of any of its wholly owned subsidiaries that would not reasonably be expected to be materially adverse to Sprint or to prevent or materially delay the consummation of any of the transactions contemplated hereby) or (B) merge or consolidate with any person (other than any merger or consolidation involving onlyT-Mobile’s direct and indirect wholly owned subsidiaries) or adopt or implement any plan of

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complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization ofT-Mobile; or

(xx) authorize, commit, agree or publicly announce an intention to take any of the foregoing actions.

(c)Conduct of the SoftBank US HoldCos. Except (x) as required by applicable Law or (y) as consented to byT-Mobile in writing, during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, each SoftBank US HoldCo shall not, SoftBank shall cause each SoftBank US HoldCo not to:

(i) (A) enter into any agreement with respect to the voting of any shares of its capital stock, (B) (I) split, combine or reclassify any shares of its capital stock or (II) issue any other securities in respect of, in lieu of or in substitution for any shares of its capital stock, or (C) purchase, redeem or otherwise acquire any shares of its capital stock or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities;

(iii) (A) acquire any equity interests in, or make any investment in or any capital contribution to, any person, or acquire any other assets, or (B) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon, voluntarily fail to renew on commercially reasonable terms, allow to lapse or expire or otherwise dispose of any assets, operations, rights, businesses or interests therein;

(iv) create, incur or assume any Indebtedness; issue any debt securities or any right to acquire debt securities; assume, guarantee, endorse or otherwise become liable or responsible (whether, directly, contingently or otherwise) for the Indebtedness of another person; enter into any agreement to maintain any financial condition of another person; enter into any arrangement having the economic effect of any of the foregoing; or make any loans or advances;

(v) (A) amend its certificate of incorporation or bylaws or (B) merge or consolidate with any person or adopt or implement any plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization;

(vi) (A) make, change or revoke any Tax election, (B) settle or compromise any claim, audit, proceeding or liability relating to Taxes, (C) change (or make a request to any Taxing Authority to change) any Tax accounting period or any aspect of its method of accounting for Tax purposes, (D) file any amended Tax Return, (E) enter into any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law) or (F) surrender any claim for a refund of Taxes; or

(vii) authorize, commit, agree or publicly announce an intention to take any of the foregoing actions;

provided,however, that notwithstanding the foregoing, (x) Galaxy is permitted to settle Galaxy RSUs by distributing up to 711,627 shares of Sprint Common Stock and (y) Starburst is permitted to exercise the SoftBank Sprint Warrant in accordance with its terms.

(d)Conduct of the SoftBank Parties. During the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, the SoftBank Parties shall not, and shall cause their respective subsidiaries not to, enter into or effect any acquisition of beneficial ownership of shares of Sprint Common Stock that would reasonably be expected to result in (i) SoftBank’s Voting Interest (as defined in the Sprint Certificate of Incorporation) equaling or exceeding 85% for purposes of Section 6.5 of the Sprint Certificate of Incorporation, (ii) the Voting Percentage of both Stockholders (as each such term in this clause (ii) is defined in the Stockholders’ Agreement), taken together, exceeding 80.1%, as of immediately following the Effective Time or (iii) SoftBank having Beneficial Ownership of Voting Securities (as each such term in this clause (iii) is defined in the Voting and Proxy Agreement) in excess of the ratio contemplated by Section 5(a) of the Voting and Proxy Agreement.

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(e)Conduct of DT. During the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, DT shall not, and shall cause its subsidiaries not to, enter into or effect any acquisition of beneficial ownership of shares ofT-Mobile Common Stock that would reasonably be expected to result in the Voting Percentage of both Stockholders (as each such term is defined in the Stockholders’ Agreement), taken together, exceeding 80.1% as of immediately following the Effective Time.

(f)Other Actions. Except as required by applicable Law, during the period from the date of this Agreement to the Effective Time, neither Sprint norT-Mobile shall, nor shall either permit any of its subsidiaries to, consummate, enter into any agreement providing for or announce any investment, acquisition, disposition, divestiture, business combination or other similar transaction, or enter into any new line of business, in each case that would or would reasonably be expected to prevent or materially delay the satisfaction of any of the conditions to the Merger set forth inArticle VII.

(g)No Right to Control or Direct Operations. Nothing contained in this Agreement is intended to giveT-Mobile, Merger Sub, Merger Company or DT, directly or indirectly, the right to control or direct the operations of Sprint or its subsidiaries prior to the Effective Time, and nothing contained in this Agreement is intended to give Sprint or SoftBank, directly or indirectly, the right to control or direct the operations ofT-Mobile or its subsidiaries prior to the Effective Time, in each case, in violation of applicable Law. Prior to the Effective Time, each ofT-Mobile, Merger Sub, Merger Company and Sprint shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ operations.

Section 5.2.No Solicitation bySprint. Each of Sprint and the SoftBank Parties shall not, shall cause its controlled affiliates and its officers and directors not to, and shall use reasonable best efforts to cause its other employees, and any investment banker, financial advisor, attorney, accountant or other representative or agent (a “Representative”) retained by it or any of its controlled affiliates not to, directly or indirectly through another person, (i) solicit, initiate or knowingly encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any inquiries regarding, or the making of, any proposal the consummation of which would constitute a Sprint Alternative Transaction, (ii) participate in any discussions or negotiations, or cooperate in any way with any person (or group of persons) (including by furnishingnon-public information regarding Sprint and its subsidiaries), with respect to any inquiries regarding, or the making of, any proposal the consummation of which would constitute a Sprint Alternative Transaction, or (iii) approve, endorse or recommend any proposal the consummation of which would constitute, or enter into any letter of intent, agreement in principle, memorandum of understanding, merger, acquisition, option, joint venture, partnership or other agreement, or any other commitment, arrangement or understanding providing for, contemplating or otherwise in connection with, a Sprint Alternative Transaction. Sprint or SoftBank will promptly (and in no event later than 48 hours after receipt) adviseT-Mobile in writing of the receipt of any inquiry regarding, or the making of, any proposal the consummation of which would constitute a Sprint Alternative Transaction, including the identity of the person making or submitting such inquiry or proposal, a summary of all of the material terms thereof and copies of all written materials relating thereto, and thereafter shall keepT-Mobile informed on a reasonably prompt basis regarding the status and material details (including modifications and proposed modifications) of any such inquiry or proposal, and neither Sprint nor SoftBank will enter into any confidentiality agreement with any person after the date of this Agreement that prohibits it from complying with the foregoing obligations. Each of Sprint and SoftBank shall, and shall cause its controlled affiliates and its respective officers and directors to, and shall use reasonable best efforts to cause its other employees and Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any person (or group of persons) other thanT-Mobile, DT and their respective subsidiaries (including Merger Sub) (any such person (or group of persons) other thanT-Mobile, DT and their respective subsidiaries, a “Sprint Third Party”) conducted heretofore with respect to any Sprint Alternative Transaction. Sprint shall promptly (and in any event within one business day) after the date hereof (A) terminate access of any such Sprint Third Party to any data room (virtual or actual) containing any information of or relating to Sprint or its subsidiaries and

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(B) instruct each such Sprint Third Party that has heretofore executed a confidentiality agreement relating to a Sprint Alternative Transaction promptly to return to Sprint or destroy all information, documents and materials relating to such Sprint Alternative Transaction or to Sprint or its businesses, operations or affairs heretofore furnished by Sprint or any of its Representatives to such Sprint Third Party or any of its Representatives in accordance with the terms of the confidentiality agreement with such Sprint Third Party. In addition, to the extent any materialnon-public information, documents or materials (and that have not already been provided toT-Mobile) shall thereafter be made available by or on behalf of Sprint to any Sprint Third Party as required to be provided to such Sprint Third Party in response to any Sprint Alternative Transaction pursuant to the fiduciary duties of the Sprint Board of Directors, all such information, documents and materials shall promptly (and in any event within 48 hours) be made available toT-Mobile and DT. For purposes of this Agreement, “Sprint Alternative Transaction” means any of (I) a transaction or series of transactions pursuant to which any Sprint Third Party acquires or would acquire, directly or indirectly, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than 15% of the outstanding shares of Sprint Common Stock or securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 15% or more of the voting power of Sprint, whether from Sprint or pursuant to a tender offer or exchange offer or otherwise, (II) a merger, consolidation, share exchange or similar transaction pursuant to which any Sprint Third Party acquires or would acquire, directly or indirectly, assets or businesses of Sprint or any of its subsidiaries representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) of Sprint and its subsidiaries, taken as a whole, (III) any transaction pursuant to which any Sprint Third Party acquires or would acquire, directly or indirectly, control of assets (including for this purpose the outstanding equity securities of subsidiaries of Sprint and any entity surviving any merger or combination including any of them) of Sprint or any of its subsidiaries representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) of Sprint and its subsidiaries, taken as a whole, (IV) any disposition of assets to a Sprint Third Party representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) of Sprint and its subsidiaries, taken as a whole, or (V) other than arrangements in effect as of the date hereof and arrangements in the ordinary course of business consistent with past practice, any agreement or transaction pursuant to which Sprint or any of its subsidiaries provides or would provide mobile virtual network operator or other wholesale mobile network services to any Sprint Third Party which, individually or together with all related agreements or transactions with such Sprint Third Party or any affiliate thereof, would provide annual billed revenue to Sprint in excess of $3,000,000,000.

Section 5.3.No Solicitation byT-Mobile. Each ofT-Mobile and DT shall not, shall cause its controlled affiliates and its officers and directors not to, and shall use reasonable best efforts to cause its other employees and Representatives retained by it or any of its controlled affiliates not to, directly or indirectly through another person, (i) solicit, initiate or knowingly encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any inquiries regarding, or the making of, any proposal the consummation of which would constitute aT-Mobile Alternative Transaction, (ii) participate in any discussions or negotiations, or cooperate in any way with any person (or group of persons) (including by furnishingnon-public information regardingT-Mobile and its subsidiaries), with respect to any inquiries regarding, or the making of, any proposal the consummation of which would constitute aT-Mobile Alternative Transaction, or (iii) approve, endorse or recommend any proposal the consummation of which would constitute, or enter into any letter of intent, agreement in principle, memorandum of understanding, merger, acquisition, option, joint venture, partnership or other agreement, or any other commitment, arrangement or understanding providing for, contemplating or otherwise in connection with, aT-Mobile Alternative Transaction.T-Mobile or DT will promptly (and in no event later than 48 hours after receipt) advise Sprint in writing of the receipt of any inquiry regarding, or the making of, any proposal the consummation of which would constitute aT-Mobile Alternative Transaction, including the identity of the person making or submitting such inquiry or proposal, a summary of all of the material terms thereof and copies of all written materials relating thereto, and thereafter shall keep Sprint informed on a reasonably prompt basis regarding the status and material details (including modifications and proposed modifications) of any such inquiry or proposal, and neitherT-Mobile nor DT will enter into any confidentiality agreement with any person after the date of this Agreement that prohibits it from complying with the foregoing obligations. Each ofT-Mobile and DT shall, and shall cause its controlled affiliates and its

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respective officers and directors to, and shall use reasonable best efforts to cause its other employees and Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any person (or group of persons) other than Sprint, SoftBank and their respective subsidiaries (any such person (or group of persons) other than Sprint, SoftBank and their respective subsidiaries, a “T-Mobile Third Party”) conducted heretofore with respect to anyT-Mobile Alternative Transaction.T-Mobile shall promptly (and in any event within one business day) after the date hereof (A) terminate access of any suchT-Mobile Third Party to any data room (virtual or actual) containing any information of or relating toT-Mobile or its subsidiaries and (B) instruct each suchT-Mobile Third Party that has heretofore executed a confidentiality agreement relating to aT-Mobile Alternative Transaction promptly to return toT-Mobile or destroy all information, documents and materials relating to suchT-Mobile Alternative Transaction or toT-Mobile or its businesses, operations or affairs heretofore furnished byT-Mobile or any of its Representatives to suchT-Mobile Third Party or any of its Representatives in accordance with the terms of the confidentiality agreement with suchT-Mobile Third Party. In addition, to the extent any materialnon-public information, documents or materials (that have not already been provided to Sprint) shall thereafter be made available by or on behalf ofT-Mobile to anyT-Mobile Third Party as required to be provided to suchT-Mobile Third Party in response to anyT-Mobile Alternative Transaction pursuant to the fiduciary duties of theT-Mobile Board of Directors, all such information, documents and materials shall promptly (and in any event within 48 hours) be made available to Sprint and SoftBank. For purposes of this Agreement, “T-Mobile Alternative Transaction” means any of (I) a transaction or series of transactions pursuant to which anyT-Mobile Third Party acquires or would acquire, directly or indirectly, beneficial ownership (as defined in Rule13d-3 under the Exchange Act) of more than 15% of the outstanding shares ofT-Mobile Common Stock or securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 15% or more of the voting power ofT-Mobile, whether fromT-Mobile or pursuant to a tender offer or exchange offer or otherwise, (II) a merger, consolidation, share exchange or similar transaction pursuant to which anyT-Mobile Third Party acquires or would acquire, directly or indirectly, assets or businesses ofT-Mobile or any of its subsidiaries representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) ofT-Mobile and its subsidiaries, taken as a whole, (III) any transaction pursuant to which anyT-Mobile Third Party acquires or would acquire, directly or indirectly, control of assets (including for this purpose the outstanding equity securities of subsidiaries ofT-Mobile and any entity surviving any merger or combination including any of them) ofT-Mobile or any of its subsidiaries representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) ofT-Mobile and its subsidiaries, taken as a whole, (IV) any disposition of assets to aT-Mobile Third Party representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) ofT-Mobile and its subsidiaries, taken as a whole, or (V) other than arrangements in effect as of the date hereof and arrangements in the ordinary course of business consistent with past practice, any agreement or transaction pursuant to whichT-Mobile or any of its subsidiaries provides or would provide mobile virtual network operator or other wholesale mobile network services to anyT-Mobile Third Party which, individually or together with all related agreements or transactions with suchT-Mobile Third Party or any affiliate thereof, would provide annual billed revenue toT-Mobile in excess of $3,000,000,000.

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1.Preparation of the Form S-4 and the Consent Solicitation Statement;Recommendations.

(a) As soon as practicable following the date of this Agreement, (i) Sprint andT-Mobile shall prepare, and the parties shall file with the SEC, a joint consent solicitation statement with respect to the solicitation of consents from the stockholders of Sprint andT-Mobile in connection with the Sprint Stockholder Approval and theT-Mobile Stockholder Approval, respectively (such consent solicitation statement, as amended or supplemented from time to time, the “Consent Solicitation Statement”), and(ii) T-Mobile and Sprint shall prepare, andT-Mobile shall file with the SEC, a registration statement on FormS-4 in connection with the

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issuance of shares ofT-Mobile Common Stock in the Merger Transactions (such registration statement, as amended or supplemented from time to time, the “FormS-4”), in which the Consent Solicitation Statement shall be included as a prospectus. Each of Sprint andT-Mobile shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Sprint andT-Mobile shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments and advise the other party of any oral comments, with respect to the FormS-4 or the Consent Solicitation Statement received from the SEC. Each of Sprint andT-Mobile shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Consent Solicitation Statement prior to filing such FormS-4 or Consent Solicitation Statement with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the FormS-4 or the Consent Solicitation Statement shall be made without the approval of both Sprint andT-Mobile, which approval shall not be unreasonably withheld, conditioned or delayed;provided, that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or the Consent Solicitation Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity (including the Merger Transactions and the other transactions contemplated by this Agreement). Sprint shall use reasonable best efforts to cause the Consent Solicitation Statement to be mailed to the stockholders of Sprint, to seek the Sprint Stockholder Approval via written consent and to take such other actions as may be necessary under applicable Law in connection with obtaining the Sprint Stockholder Approval via written consent, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act.T-Mobile shall use reasonable best efforts to cause the Consent Solicitation Statement to be mailed to the stockholders ofT-Mobile, to seek theT-Mobile Stockholder Approval via written consent and to take such other actions as may be necessary under applicable Law in connection with obtaining theT-Mobile Stockholder Approval via written consent, in each case as promptly as practicable after the FormS-4 is declared effective under the Securities Act. Each party shall advise the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order or any request by the SEC for amendment of the Consent Solicitation Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Sprint,T-Mobile or any of their respective affiliates, officers or directors, should be discovered by Sprint orT-Mobile that should be set forth in an amendment or supplement to the Form S-4 or the Consent Solicitation Statement, so that any such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement disclosing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of Sprint andT-Mobile.

(b)T-Mobile shall include theT-Mobile Board Recommendation in the FormS-4 and Consent Solicitation Statement, subject to the fiduciary duties of the Board of Directors ofT-Mobile under applicable Law;provided that, notwithstanding anything to the contrary in this Agreement, prior to obtaining theT-Mobile Stockholder Approval, (i) nothing in this Agreement shall prohibitT-Mobile or the Board of Directors ofT-Mobile from (A) disclosing to the stockholders ofT-Mobile a position contemplated by Rules14d-9 and14e-2(a) under the Exchange Act or issuing a “stop, look and listen” statement to the stockholders ofT-Mobile pursuant to Rule14d-9(f) under the Exchange Act or (B) making any disclosure to the stockholders ofT-Mobile and (ii) the Board of Directors ofT-Mobile shall be permitted to change or withdraw theT-Mobile Board Recommendation, but, in the case of clause (i)(B) or (ii), solely to the extent any such disclosure, change or withdrawal is required for the Board of Directors ofT-Mobile to carry out its fiduciary duties under applicable Law;provided,further,however, that in no event shall any such disclosure, change or withdrawal (I) affect the validity and enforceability of this Agreement or the DT Support Agreement, includingT-Mobile’s or the DT Parties’ obligations to consummate the transactions contemplated by this Agreement, including the Merger Transactions, or the DT Parties’ obligations to deliver (or cause to be delivered) the written consent contemplated

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by Section 2 of the DT Support Agreement, or (II) cause any state corporate takeover statute or other similar statute to be applicable to the Merger Transactions or the other transactions contemplated by this Agreement.

(c) Sprint shall include the Sprint Board Recommendation in the FormS-4 and Consent Solicitation Statement, subject to the fiduciary duties of the Board of Directors of Sprint under applicable Law;provided that, notwithstanding anything to the contrary in this Agreement, prior to obtaining the Sprint Stockholder Approval, (i) nothing in this Agreement shall prohibit Sprint or the Board of Directors of Sprint from (A) disclosing to the stockholders of Sprint a position contemplated by Rules14d-9 and14e-2(a) under the Exchange Act or issuing a “stop, look and listen” statement to the stockholders of Sprint pursuant to Rule14d-9(f) under the Exchange Act or (B) making any disclosure to the stockholders of Sprint and (ii) the Board of Directors of Sprint shall be permitted to change or withdraw the Sprint Board Recommendation, but, in the case of clause (i)(B) or (ii), solely to the extent any such disclosure, change or withdrawal is required for the Board of Directors of Sprint to carry out its fiduciary duties under applicable Law;provided,further,however, that in no event shall any such disclosure, change or withdrawal (I) affect the validity and enforceability of this Agreement or the SoftBank Support Agreement, including Sprint’s or the SoftBank Parties’ obligations to consummate the transactions contemplated by this Agreement, including the Merger Transactions, or the SoftBank Parties’ or SoftBank UK HoldCo’s obligations to deliver (or cause to be delivered) the written consent contemplated by Section 2 of the SoftBank Support Agreement, or (II) cause any state corporate takeover statute or other similar statute to be applicable to the Merger Transactions or the other transactions contemplated by this Agreement.

(d) Neither Sprint norT-Mobile shall call or convene any meeting of its stockholders in connection with the Sprint Stockholder Approval or theT-Mobile Stockholder Approval, respectively. The only corporate actions to be set forth in the Consent Solicitation Statement are (i) the adoption of this Agreement by the holders of Sprint Common Stock, (ii) the approval of theT-Mobile Share Issuance by the holders of theT-Mobile Common Stock, (iii) the approval of theT-Mobile Charter Amendment by the holders ofT-Mobile Common Stock and, if applicable, by the holders of the Sprint Common Stock and (iv) any other matters contemplated by this Agreement that may be required to be approved by the holders of theT-Mobile Common Stock and/or the holders of Sprint Common Stock under applicable Law.

Section 6.2.Access to Information; Confidentiality.

(a) Subject to the terms and conditions of the Confidentiality Agreement and subject to applicable Law, and solely for purposes of furthering the Merger Transactions and the other transactions contemplated hereby or integration planning relating thereto, upon reasonable notice, each of Sprint andT-Mobile shall, and shall cause its subsidiaries to, afford the other party and the officers, employees and Representatives of such other party reasonable access, during normal business hours during the period from the date of this Agreement to the Effective Time, to its properties, books, contracts, commitments, personnel and records (provided that such access shall not unreasonably interfere with the business or operations of such party and its subsidiaries), and during such period, each of Sprint andT-Mobile shall, and shall cause its subsidiaries to, furnish promptly to the other party all information concerning its business, properties and personnel as such other party may reasonably request;provided,however, that the foregoing shall not require Sprint orT-Mobile to disclose any information pursuant to thisSection 6.2 to the extent that (i) in the reasonable good faith judgment of such party, any applicable Law requires such party or its subsidiaries to restrict or prohibit access to any such information, (ii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would result in the loss of attorney-client privilege, attorney work product or other relevant legal privilege;provided,further, that with respect to clauses (i) through (iii) of this Section 6.2(a), Sprint orT-Mobile, as applicable, shall use its commercially reasonable efforts (without payment of any consideration, fees or expenses) to (1) obtain the required consent of any third party necessary to provide such disclosure, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Sprint orT-Mobile, as applicable, and (3) utilize the procedures of a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing

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such privilege. No review pursuant to thisSection 6.2 shall affect any representation or warranty given by the other party hereto.

(b) Notwithstanding anything to the contrary in this Agreement, none of Sprint,T-Mobile or any of their respective subsidiaries shall be obligated to afford any other party or its Representatives access to any properties, books, contracts, commitments, personnel or records relating to, or in respect of, any forward product plans, product specific cost information, pricing information, customer specific information, merchandising information or other similar competitively sensitive information, except pursuant to reasonable “clean room” procedures approved by counsel to Sprint andT-Mobile. Any information provided or made available pursuant to this Section 6.2 shall be governed by the terms and conditions of the Confidentiality Agreement.

(c) Subject to applicable Law, and solely for purposes of furthering the Merger Transactions and the other transactions contemplated hereby or integration planning relating thereto, upon reasonable notice, each of the SoftBank US HoldCos shall affordT-Mobile and the officers, employees and Representatives ofT-Mobile reasonable access, during normal business hours during the period from the date of this Agreement to the Effective Time, to its properties, books, contracts, commitments, personnel and records, and during such period, each of the SoftBank US HoldCos shall furnish promptly toT-Mobile all information concerning its business, properties and personnel asT-Mobile may reasonably request.

Section 6.3.Reasonable Best Efforts; Filings; Notification.

(a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as soon as possible following the date hereof, the Merger Transactions and the other transactions contemplated by this Agreement, including using reasonable best efforts in (i) obtaining all Governmental Consents, including making all necessary registrations and filings and taking all steps as may be necessary to obtain a Governmental Consent from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all necessary consents, approvals or waivers, and any necessary or appropriate financing arrangements, from third parties, (iii) contesting and defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any adverse decision, stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, and (v) refraining from taking any action that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement.

(b) In furtherance and not in limitation ofSection 6.3(a), each of Sprint andT-Mobile agrees to submit (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, (ii) appropriate filings, if any are required, pursuant to other Antitrust Laws as promptly as practicable, (iii) appropriate filings with the FCC (including any petition for declaratory ruling regarding foreign ownership and any applications and filings pertaining to the transfer of control of the Sprint FCC Licenses and, if required, theT-Mobile FCC Licenses pursuant to the Merger Transactions) and any PUCs or similar state or foreign regulatory bodies, (iv) appropriate filings with CFIUS, (v) appropriate submissions to DSS and, to the extent applicable, any other Governmental Entity, pursuant to the NISPOM and any other applicable national or industrial security regulations, and appropriate submissions and requests for approval under any applicable foreign ownership, control or influence requirements (“FOCI”), and (v) any other necessary filings with other Governmental Entities relating to the Merger Transactions, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to such Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Governmental Consents as soon as practicable. The parties agree that the use of “reasonable best efforts”

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in thisSection 6.3 shall include (A) contesting and defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any adverse decision, stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (B) proposing, negotiating, committing to and effecting by consent decree, hold separate order or otherwise, (I) the sale, divestiture, license or disposition of such assets or businesses of either party or its subsidiaries and (II) restrictions, limitations or conditions relating to, or actions that after the Effective Time would limitT-Mobile’s or its subsidiaries’ freedom of action or operations with respect to, or its ability to retain, one or more of its or its subsidiaries’ businesses, product lines or assets, in each case (x) as may be required in order to avoid the entry, or to effect the dissolution, of any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement and (y) conditioned upon the consummation of the Merger Transactions, in all cases subject toSection 6.3(d).

(c) Each of the parties shall (i) promptly notify the other party of any substantive communication inquiry or investigation received by that party from, or given by it to, any Governmental Entity and, subject to applicable Law, permit the other party to review in advance any proposed substantive communication to any such Governmental Entity and incorporate the other party’s reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Merger Transactions unless, to the extent reasonably practicable, it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate therein, and (iii) promptly furnish the other party with copies of all substantive correspondence, filings and written communications between them and their respective affiliates, officers, directors, employees and Representatives, on the one hand, and any such Governmental Entity or its staff, on the other hand, with respect to this Agreement and the Merger Transactions in order for such other party to meaningfully consult and participate in accordance with the preceding clauses (i) and (ii);provided, that materials furnished pursuant to thisSection 6.3(c) may be redacted as necessary to address reasonable attorney-client privilege or other relevant legal privilege or confidentiality concerns. In furtherance and not in limitation ofSection 6.3(a) andSection 6.3(b), but subject toSection 6.3(d), each of the parties agrees to make or submit all filings, registrations, analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals, correspondence and written communications, and to take all other actions or steps to be taken, in connection with or subject to thisSection 6.3 in accordance with a strategy (including as to the timing and substance thereof) jointly developed byT-Mobile and Sprint, with each of the parties to consult and cooperate reasonably promptly and in good faith with the other parties with respect thereto;provided, that in the event any party reasonably objects in writing to any filing, registration, analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal, correspondence or written communication to be (or proposed to be) made or submitted, or any other action or step (including any action or step contemplated by the last sentence ofSection 6.3(b)) to be (or proposed to be) taken, in connection with obtaining any Governmental Consent necessary, proper or advisable to consummate and make effective the Merger Transactions and the other transactions contemplated by this Agreement, then such matters may be escalated for discussion to the Chief Executive Officer of SoftBank and the Chief Executive Officer of DT, such discussion to be held no later than 24 hours following the date of the objection, and if such representatives are not in good faith able to resolve such objection during such discussion, such matter shall thereafter be resolved by the Chief Executive Officer of DT in his sole discretion (it being understood that any such resolution shall not (a) relieve any party of its express obligations underSection 6.3(a) orSection 6.3(b), including such party’s general obligation to use its reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, or (b) affect the scope of the Regulatory Material Adverse Condition as such term is defined inSection 6.3(d) or any rights of, or remedies available to, any party relating to or arising out of a Regulatory Material Adverse Condition), and the parties shall in good faith, promptly following such resolution by the Chief Executive Officer of DT, make or submit any such filing, registration, analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal, correspondence or written communication, or take any such other action or step, in accordance with such resolution by the Chief Executive Officer of DT.

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(d) Notwithstanding the foregoing, nothing in thisSection 6.3 or otherwise in this Agreement shall require Sprint,T-Mobile, any SoftBank Party or either DT Party to take, or cause to be taken, any action (including proposing, negotiating, committing to, agreeing to or effecting, by consent decree, hold separate order, any agreement or letter to address U.S. national security, law enforcement or public safety interests or to mitigate any foreign ownership, control or influence over the businesses of Sprint orT-Mobile, or otherwise, (x) the sale, divestiture, license or disposition of any of the assets or businesses of Sprint orT-Mobile or their respective subsidiaries or (y) restrictions, limitations or conditions, or actions that would limit Sprint orT-Mobile, or their respective subsidiaries, in its freedom of action or operations or ability to retain any businesses, product lines or assets, or any combination thereof), that, individually or in the aggregate (when taken together with all other actions undertaken with respect to the matters contemplated by thisSection 6.3), would or would reasonably be expected to result in any of the following:

(i) any of the consequences set forth on Section 6.3(d)(i) of theT-Mobile Disclosure Letter;

(ii) a materially adverse impact on the business, financial condition or results of operations ofT-Mobile, Sprint and their respective subsidiaries following the Merger, taking into account the impact on the expected synergies of the Merger (in each case with materiality measured on a scale consistent with the financial standard set forth inSection 6.3(d)(iii)), as compared to such persons if such action (when taken together with all other actions undertaken with respect to the matters contemplated by thisSection 6.3) were not taken;

(iii) any loss, cost or diminution in value of $7,000,000,000 or more, measured on a net present value basis, toT-Mobile, Sprint and their respective subsidiaries following the Merger, taking into account the loss, cost or diminution in value of the expected synergies of the Merger, as compared to such persons if such action (when taken together with all other actions undertaken with respect to the matters contemplated by thisSection 6.3) were not taken;

(iv) any limit, restrictions or conditions (including as a result of any national security agreement or similar agreement or arrangement with CFIUS or any of its constituent members, whether as part of or separate from any review by CFIUS (each, a “National Security Agreement”)) on:

(A) the ability of DT or SoftBank to designate members of the Board of Directors ofT-Mobile after the Merger or committees thereof (other than a minority of the compensation committee thereof) in all respects as contemplated bySection 2.4(a) of this Agreement and/or the Stockholders Agreement and in accordance with the existing qualification criteria forT-Mobile directors as of the date of hereof (other than any requirement that one of each of DT’s and SoftBank’s designees qualify as a “Security Director” or substantial equivalent to the extent required by any National Security Agreement);

(B) the scope of authority provided to the Board of Directors ofT-Mobile after the Merger or the exercise of any rights of any directors of such Board of Directors, in his or her capacity as a member of such Board of Directors or any committee thereof, other than with respect to oversight of, or participation in, a national security committee or related national security matters;

(C) the exercise of any material right contemplated to be provided to DT (unless waived by DT) or SoftBank (unless waived by SoftBank) under the Stockholders Agreement or the Voting and Proxy Agreement; or

(D) except in anyde minimisrespect,any business or operations of DT, SoftBank or any of their respective affiliates, apart from the business or operations ofT-Mobile, Sprint or their respective subsidiaries;

(v) any requirement to adopt a FOCI mitigation agreement or similar arrangement with DSS that results in a material change in, or material impact to, the network operations or the business operations ofT-Mobile and its subsidiaries following the Effective Time, includingT-Mobile’s control over such network operations or the business operations, as compared to such operations as conducted and controlled byT-Mobile and Sprint and their respective subsidiaries prior to the Effective Time (it being agreed that

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restrictions having the same terms and operational scope of the FOCI mitigation agreement in effect as of the date hereof (including the Affiliated Operations Plan in effect as of the date hereof) between Sprint and DSS, and solely with respect to the business currently conducted by Sprint Federal Operations LLC and Sprint Federal Management LLC, shall not be deemed to result in any such change or impact); or

(vi) any requirement to change the ownership, including the interests held by any shareholders, of DT, SoftBank or any of their respective affiliates;

(any of the items described in clauses (i) through (vi), a (“Regulatory Material Adverse Condition”); it being agreed that each of (x) the existing Sprint Security Agreement and any other National Security Agreement with substantially similar or less conditions as applied toT-Mobile after the Merger and (y) the FOCI mitigation agreement in effect as of the date hereof (including the Affiliated Operations Plan in effect as of the date hereof between Sprint and DSS), and solely with respect to the business currently conducted by Sprint Federal Operations LLC and Sprint Federal Management LLC is not a Regulatory Material Adverse Condition).

Section 6.4.Regulatory Compliance.

(a) Each of Sprint andT-Mobile shall, and shall cause its respective subsidiaries to, use commercially reasonable efforts to (i) cure no later than the Closing any material violations and material defaults by any of them under applicable FCC Rules and FAA Rules, (ii) comply in all material respects with the terms of their respective FCC Licenses and the FAA Rules, and (iii) file or cause to be filed with the FCC and the FAA all material reports and other material filings required to be filed under applicable FCC Rules and FAA Rules.

(b) During the period from the date hereof through the earlier of the Closing and the date this Agreement is terminated pursuant to the terms hereof, each of Sprint andT-Mobile shall, and shall cause its subsidiaries to, use reasonable best efforts to (i) take such actions as are reasonably necessary to maintain and preserve the Sprint Communications Licenses and theT-Mobile Communications Licenses, respectively, (ii) take such steps as are reasonably necessary to renew any expiring Sprint Communications License orT-Mobile Communications License, respectively, including preparing and filing with the appropriate Governmental Entities all necessary applications in connection therewith as soon as reasonably practicable after the commencement of the period during which such applications may be made, and (iii) refrain from taking any action that would reasonably be expected to cause the FCC or any other Governmental Entity with jurisdiction over such party or any of its subsidiaries to institute proceedings for the suspension, revocation or adverse modification of any Sprint Communications License orT-Mobile Communications License, respectively.

Section 6.5.Communications. Subject to applicable Law, the parties shall cooperate in developing an agreed upon communications program for communications relating to the Merger with customers, vendors, suppliers, contractors and other service providers (other than Representatives of the parties) (collectively, “Business Counterparties”) of Sprint,T-Mobile and their respective subsidiaries on or after the date hereof and prior to the Closing. Until the earlier of the Closing, or the termination of this Agreement pursuant to its terms, each party and its respective subsidiaries shall not, and each party shall use its reasonable best efforts to cause its Representatives not to, make any communication to any Business Counterparties of Sprint,T-Mobile or their respective subsidiaries that (i) primarily relates to the transactions contemplated hereby and (ii) is not in accordance with the agreed communications program described in the first sentence of thisSection 6.5, other than in each case (x) with the prior written consent of Sprint orT-Mobile, as applicable, such consent not to be unreasonably withheld, conditioned or delayed, (y) as required by applicable Law or (z) as otherwise expressly permitted by the terms of this Agreement.

Section 6.6.Indemnification, Exculpation and Insurance.

(a) From and after the Effective Time, the Surviving Corporation shall, andT-Mobile shall cause the Surviving Corporation to, indemnify and hold harmless each individual who is or was, or who becomes prior to

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the Effective Time, a director or officer of Sprint or any of its subsidiaries orT-Mobile or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Sprint or any of its subsidiaries as a director, officer or employee of another person (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions contemplated hereby)), arising out of or pertaining to the fact that the Indemnified Party is or was a director, officer or employee of Sprint or any of its subsidiaries orT-Mobile or is or was serving at the request of Sprint or any of its subsidiaries as a director, officer or employee of another person or in respect of any acts or omissions in their capacities as such directors or officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the same extent as such Indemnified Parties are indemnified as of the date of this Agreement by Sprint orT-Mobile (as applicable) pursuant to the Sprint Certificate of Incorporation, the Bylaws of Sprint, the governing organizational documents of any subsidiary of Sprint, theT-Mobile Certificate of Incorporation, the Bylaws ofT-Mobile and any indemnification agreements in existence as of the date of this Agreement. Without limiting the indemnification obligations set forth in the immediately preceding sentence, in the event of any such claim, action, suit or proceeding, (i) each Indemnified Party will be entitled to advancement of costs and expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation to the same extent as such Indemnified Party is entitled to advancement of expenses as of the date of this Agreement by Sprint orT-Mobile (as applicable) pursuant to the Sprint Certificate of Incorporation, the Bylaws of Sprint, the governing or organizational documents of any subsidiary of Sprint, theT-Mobile Certificate of Incorporation, the Bylaws ofT-Mobile and any indemnification agreements in existence as of the date of this Agreement;provided, that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL, the Sprint Certificate of Incorporation, the Bylaws of Sprint, the governing organizational documents of any subsidiary of Sprint, theT-Mobile Certificate of Incorporation, the Bylaws ofT-Mobile and any indemnification agreements in existence as of the date of this Agreement, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, and(ii) T-Mobile and Sprint (as applicable) shall, and shall cause its subsidiaries to, cooperate in the defense of any such matter. In the event thatT-Mobile or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person,T-Mobile and/or the Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns ofT-Mobile and/or the Surviving Corporation, as applicable, assume the obligations set forth in thisSection 6.6.

(b) For a period of six years from and after the Effective Time,T-Mobile shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Sprint orT-Mobile (as applicable) or any of their respective subsidiaries or provide substitute policies for not less than the existing coverage and with other terms not less favorable to the insured persons with respect to claims arising from facts or events that occurred prior to the Effective Time, except that in no event shallT-Mobile be required to pay with respect to such insurance policies (or substitute insurance policies) of Sprint orT-Mobile (as applicable) in respect of any one policy year more than 300% of the annual premium payable by Sprint orT-Mobile (as applicable) for such insurance for the prior 12 months (the “Maximum Amount”), and ifT-Mobile is unable to obtain the insurance required by thisSection 6.6 it shall obtain as much comparable insurance as possible for the years within suchsix-year period for an annual premium equal to the Maximum Amount, in respect of each policy year within such period;provided, that in lieu of the foregoing, Sprint orT-Mobile (as applicable) may obtain at or prior to the Effective Time asix-year “tail” policy under Sprint’s orT-Mobile’s existing directors’ and officers’ liability insurance policy (as applicable) providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that, on an annual basis, does not exceed the Maximum Amount.

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(c) The provisions of thisSection 6.6 (i) shall survive the consummation of the Merger, (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified or insured party (including the Indemnified Parties), his or her heirs and his or her representatives, and (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Section 6.7.Fees and Expenses. Except as set forth in thisSection 6.7,Section 6.17 orSection 8.2 or as otherwise explicitly provided in this Agreement, all fees and expenses incurred in connection with the Merger Transactions, this Agreement and the other transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger Transactions are consummated, except that each ofT-Mobile and Sprint shall bear and pay the costs and expenses (other than the fees and expenses of each party’s attorneys and accountants, which shall be borne by the party incurring such expenses) (collectively, the “Apportioned Expenses”) incurred by the parties hereto in connection with (i) the filing, printing and mailing of the Form S-4 and the Consent Solicitation Statement (including SEC filing fees), of which Apportioned Expenses each of Sprint andT-Mobile will pay 50%, and (ii) (A) the filings of the premerger notification and report forms under the HSR Act and similar laws of other jurisdictions (including filing fees) and (B) FCC filing fees, of which Apportioned Expenses, in each case (A) and (B), Sprint will pay 33% andT-Mobile will pay 67%.

Section 6.8.Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release agreed by Sprint,T-Mobile, SoftBank and DT. Each of Sprint,T-Mobile, SoftBank and DT agrees that it shall consult with the other parties before issuing any press release or other public statement with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or other public statement, except (a) with the prior consent of Sprint, in the case ofT-Mobile and DT, orT-Mobile, in the case of Sprint and SoftBank, such consent not to be unreasonably withheld, conditioned or delayed, (b) to the extent required by applicable Law (or any applicable securities exchange rule or requirement) or (c) to the extent the information contained therein relating to this Agreement or the transactions contemplated hereby is substantially consistent with (x) information included in a press release or other public statement to which Sprint (in the case ofT-Mobile and DT) orT-Mobile (in the case of Sprint and SoftBank), as applicable, has previously consented pursuant to clause (a) or (y) a communications plan approved in writing in advance byT-Mobile and Sprint which has not been modified or rescinded byT-Mobile and Sprint;provided, that in the case of clause (b), to the extent not prohibited by applicable Law, the party issuing such press release or other public statement gives the other party reasonable advance notice of (including the contents of) such release or statement, and the opportunity to comment thereon, if giving such opportunity is practicable.

Section 6.9.Listing; Delisting and Deregistration.T-Mobile shall use reasonable best efforts to cause theT-Mobile Common Stock issuable underArticle III to be approved for listing on NASDAQ, subject to official notice of issuance, at or prior to the SoftBank US Mergers Effective Time. Prior to the Closing Date, Sprint shall cooperate withT-Mobile and use reasonable best efforts to take such actions as are necessary or advisable to cause the Sprint Common Stock to be delisted from the NYSE and deregistered under the Exchange Act as soon as practicable following the Effective Time. Prior to the Effective Time, Sprint shall not voluntarily delist the Sprint Common Stock from the NYSE.

Section 6.10.Certain TaxMatters.

(a) Each of SoftBank, Starburst, Galaxy, Sprint andT-Mobile shall use reasonable best efforts (i) to cause each of the SoftBank US Mergers and the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) to obtain the opinions of Specified Counsel referred to inSection 7.2(e) andSection 7.3(e). None of the parties hereto or any of their respective subsidiaries shall take any action, or allow any controlled affiliate to take any action, that could reasonably be expected to prevent or impede such qualification or the ability of counsel to deliver such opinion.

(b) If pursuant to this Agreement the SoftBank US Mergers are to be consummated,T-Mobile hereby requests, and SoftBank shall cause each of Starburst and Galaxy to deliver toT-Mobile prior to the Closing, (i) a

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certificate pursuant to Treasury Regulations Sections1.1445-2(c)(3) and1.897-2(h), dated not more than thirty (30) days prior to the Closing Date and signed by a responsible corporate officer of Starburst or Galaxy, as applicable, certifying that the equity interests in Starburst and Galaxy, as applicable, are not “United States real property interests” (as defined in Section 897(c)(1) of the Code) and (ii) a copy of the notification provided to the IRS regarding such certificate, in accordance with the provisions of Treasury RegulationsSection 1.897-2(h)(2). If pursuant to this Agreement the SoftBank US Mergers will not be consummated, each of Starburst and Galaxy shall deliver toT-Mobile prior to the Closing a duly executed certificate ofnon-foreign status, substantially in the form of the sample certification contained in Treasury RegulationsSection 1.1445-2(b)(2)(iv)(B).

(c) To the extent Treasury RegulationsSection 1.358-6 were to apply with respect to the SoftBank US Mergers and the Merger, taken together,T-Mobile agrees to determine its tax basis in the Sprint shares acquired from Starburst and Galaxy in accordance with Treasury RegulationsSection 1.358-6(c)(2)(ii)(B).

Section 6.11.Takeover Statutes. If any antitakeover or similar statute or regulation is or may become applicable to the transactions contemplated by this Agreement, each of the parties hereto and its Board of Directors shall (i) grant such approvals and take all such actions as are legally permissible so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and (ii) otherwise act to eliminate or, if it is not possible to eliminate, then to minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Section 6.12.Conveyance Taxes. Sprint andT-Mobile shall cooperate in the preparation, execution and filing of all Tax Returns, questionnaires, applications or other documents regarding any sales, use, transfer (including real property transfer), value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees or any similar Taxes which become payable in connection with the transactions contemplated by this Agreement.

Section 6.13.Employee Benefits.

(a) For a period of eighteen (18) months following the Effective Time (the “Protection Period”),T-Mobile shall provide, or cause to be provided, to each employee of Sprint or its subsidiaries (i) base salary and base wages that are each on a basis no less favorable than those in effect immediately prior to the Effective Time, (ii) short-term or annual cash incentive compensation opportunities, equity compensation and commission opportunities that are no less favorable in the aggregate than those in effect immediately prior to the Effective Time, and (iii) other benefits that are no less favorable in the aggregate than the benefits provided to such employee immediately prior to the Effective Time or, commencing with the year immediately following the year in which the Effective Time occurs, that are no less favorable in the aggregate than the benefits provided to similarly situated employees ofT-Mobile or its subsidiaries. In addition, during the Protection Period,T-Mobile shall provide, or cause to be provided, to each employee of Sprint or its subsidiaries with severance payments and severance benefits that are no less favorable than the greater of (i) the severance payments and severance benefits that were provided to such employee immediately prior to the Closing and (ii) the severance payments and severance benefits that are provided to similarly situated employees ofT-Mobile and its affiliates from time to time.

(b) Effective as of the Effective Time,T-Mobile shall cause, for all purposes under the benefit plans ofT-Mobile or its subsidiaries in which individuals who were employed by Sprint,T-Mobile or their respective subsidiaries as of immediately prior to the Effective Time (the “Employees”) are eligible to participate following the Effective Time (the “New Plans”), each Employee to be credited with his or her years of service with Sprint orT-Mobile or any of their respective affiliates, as the case may be, before the Effective Time, to the same extent as such Employee was entitled, before the Effective Time, to credit for such service under any similar Sprint Benefit Plans orT-Mobile Benefit Plans, as applicable, except to the extent such credit would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing:T-Mobile shall, to the extent permitted by the terms of the applicable New Plans, cause (i) each Employee to be immediately eligible to

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participate, without any waiting time, in any and all New Plans that are welfare benefit plans to the extent coverage under such New Plan replaces coverage under a comparable Sprint Benefit Plan orT-Mobile Benefit Plan, as applicable, in which such Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Employee, allpre-existing condition exclusions andactively-at-work requirements of such New Plan to be waived for such Employee and his or her covered dependents, and any eligible expenses incurred by such Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximumout-of-pocket requirements applicable to such Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

(c) Prior to making any material broad-based communications to Employees pertaining to employment, compensation or benefits matters addressed in this Agreement or related, directly or indirectly, to the transactions contemplated by this Agreement, each of Sprint andT-Mobile shall provide the other party with a copy of the intended communication, the other party shall have a reasonable opportunity to review and comment on the proposed communication, and the party seeking to make the communication shall consider in good faith all comments of such other party.

(d) If requested byT-Mobile in writing not less than ten (10) business days before the Closing Date, the Board of Directors of Sprint (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate Sprint’s 401(k) plan (the “Sprint 401(k) Plan”), effective as of the day prior to the Closing Date. The form and substance of such resolutions and any other actions taken in connection with the foregoing termination shall be subject to the review and approval ofT-Mobile (which review and approval shall not be unreasonably withheld, conditioned or delayed). If the Sprint 401(k) Plan is terminated prior to the Closing Date pursuant to this Section 6.13(d), then following the Effective Time, the account balances of the participants in the Sprint 401(k) Plan shall be distributed to the participants, andT-Mobile shall permit the Employees who are then actively employed byT-Mobile or its subsidiaries to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code including loans) in an amount equal to the full account balance (including loans) distributed to such Employee from the Sprint 401(k) Plan toT-Mobile’s 401(k) plan (the “T-Mobile 401(k) Plan”).

(e) Each Employee participating in any Sprint Benefit Plan that is an annual bonus plan (an “Annual Bonus Plan”) during Sprint’s fiscal year in which the Effective Time occurs shall be eligible to receive a bonus equal to the product obtained by multiplying (i) such Employee’s full bonus entitlement under all such Annual Bonus Plans for Sprint’s fiscal year in which the Effective Time occurs, based on the greater of (A) deemed performance at “target” levels and (B) actual performance through the latest practicable date prior to the Effective Time, with such level of achievement (1) determined by the Compensation Committee of the Board of Directors of Sprint or such other applicable committee and (2) annualized, on a straight line basis, through the end of the quarter in which the Closing occurs, by (ii) a fraction, the numerator of which equals the number of days that have elapsed during such fiscal year through the Effective Time and the denominator of which equals 365 (a “Pro-Rata Bonus”), payable following the end of Sprint’s fiscal year in which the Effective Time occurs (but in no event later than sixty (60) days following the end of such fiscal year), subject to the applicable Employee’s continued employment withT-Mobile, Sprint or any of their respective affiliates through the end of Sprint’s fiscal year in which the Effective Time occurs;provided,however, that if any such Employee becomes eligible for severance payments or severance benefits pursuant to either a Sprint Benefit Plan orT-Mobile Benefit Plan, as applicable, following the Effective Time, suchPro-Rata Bonus shall be paid to such Employee within sixty (60) days following such termination of employment (and such payment shall, if requested byT-Mobile, Sprint or any of their affiliates, be subject to the applicable Employee’s execution andnon-revocation of a general release of claims in a form customarily used byT-Mobile, Sprint or their respective affiliates for their similarly situated employees).

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(f)T-Mobile hereby agrees and acknowledges that a “change of control” (or similar phrase) within the meaning of the Sprint Benefit Plans shall occur at or prior to the Effective Time, as applicable.

(g) Nothing contained in thisSection 6.13 shall (i) be construed to establish, amend, or modify any benefit or compensation plan, program, agreement, contract, policy or arrangement, (ii) limit the ability of Sprint,T-Mobile or any of their respective subsidiaries or affiliates to amend, modify or terminate any benefit or compensation plan, program, agreement, contract, policy or arrangement at any time assumed, established, sponsored or maintained by any of them, (iii) create any third-party beneficiary rights or obligations in any person (including any Employee) other than the parties to this Agreement or any right to employment or continued employment or to a particular term or condition of employment with Sprint,T-Mobile or any of their respective subsidiaries or affiliates or (iv) limit the right of Sprint,T-Mobile or any of their respective subsidiaries or affiliates to terminate the employment or service of any employee or other service provider following the Closing Date at any time and for any or no reason.

Section 6.14.Section 16(b). Sprint andT-Mobile shall each take all such steps as are reasonably necessary to cause the transactions contemplated by this Agreement and any other dispositions of equity securities of Sprint (including derivative securities) or acquisitions of equity securities ofT-Mobile (including derivative securities) in connection herewith by any individual who (a) is a director or officer of Sprint or (b) at the Effective Time, will become a director or officer ofT-Mobile, in each case to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 6.15.Notification of Certain Matters. Each of Sprint andT-Mobile shall promptly advise the other party of any Effect (a) that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Sprint orT-Mobile, respectively, or (b) that it believes has caused or constituted or would reasonably be expected to cause or constitute a breach of any of its representations, warranties, covenants or agreements contained in this Agreement such that it would cause a failure of the applicable condition related to such breach inArticle VII if the Closing were otherwise to occur on the date such Effect occurs;provided,however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement;provided,further, that a failure to comply with thisSection 6.15 shall not constitute the failure of any condition set forth inArticle VII to be satisfied unless the underlying Material Adverse Effect or breach would independently result in the failure of a condition set forth inArticle VII to be satisfied.

Section 6.16.Certain Litigation. Each party shall promptly advise the other party of any litigation commenced before, on or after the date hereof against such party or any of its directors or officers (in their capacities as such) by any stockholders of such party (on their own behalf or on behalf of such party) relating to this Agreement or the transactions contemplated hereby (any such litigation, “Stockholder Litigation”), and shall keep the other party reasonably informed regarding any such Stockholder Litigation. With respect to Stockholder Litigation commenced against Sprint or any of its directors or officers, Sprint shall giveT-Mobile the opportunity to participate in the defense or settlement of any such Stockholder Litigation and no settlement shall be offered or agreed to by Sprint withoutT-Mobile’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). With respect to Stockholder Litigation commenced againstT-Mobile or any of its directors or officers,T-Mobile shall give Sprint the opportunity to participate in the defense or settlement of any such Stockholder Litigation, and no settlement shall be offered or agreed to byT-Mobile without Sprint’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Section 6.17.Financing Matters.

(a) The parties hereto acknowledge and agree that, prior to the Effective Time, but subject to the limitations set forth inSection 5.1, it may be necessary for Sprint,T-Mobile and/or their respective subsidiaries to enter into financing transactions (including (i) the raising of new financing by Sprint,T-Mobile and/or their

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respective subsidiaries, (ii) the refinancing of existing Indebtedness by Sprint,T-Mobile and/or their respective subsidiaries, (iii) the repayment or retirement of existing Indebtedness of Sprint,T-Mobile and/or their respective subsidiaries, (iv) tendering or exchanging (or offering to tender or exchange) existing Indebtedness of Sprint,T-Mobile and/or their respective subsidiaries, and/or (v) entering into amendments or modifications or obtaining consents or waivers (including waivers of change of control provisions) in relation to agreements governing existing Indebtedness or other financing arrangements of Sprint,T-Mobile and/or their respective subsidiaries, including the Change of Control Waiver Offers and the Spectrum Notes Change of Control Waiver) (any such financing transaction, other than any financing transaction permitted bySection 5.1(a)(viii)(A)-(F) orSection 5.1(b)(viii)(A)-(F), a “Pre-Merger Financing Transaction”).

(b) Management; Certain Requirements.

(i)T-Mobile shall, in reasonable consultation with Sprint and in a reasonable manner, direct and control all decisions, communications and discussions relating to anyPre-Merger Financing Transaction, including as to the amount, type, providers, economic and other terms, syndication and marketing thereof, and documentation in respect thereof. Sprint shall not, and shall cause its subsidiaries and use its reasonable best efforts to cause its Representatives not to, enter into anyPre-Merger Financing Transaction without the prior written consent ofT-Mobile, such consent not to be unreasonably withheld. Without limiting the foregoing,T-Mobile may commence, or may direct Sprint to commence, one or more offers to purchase or exchange, and/or consent solicitations with respect to, or amendment requests relating to, all or any portion of notes issued by Sprint or its subsidiaries (the “Sprint Notes”) or any other Indebtedness of Sprint or its subsidiaries, on terms determined byT-Mobile and otherwise in compliance with applicable Law and the indentures relating to the applicable Sprint Notes (collectively, the “Debt Offers”). None of the Sprint Notes or such other Indebtedness shall be required to be purchased pursuant to the Debt Offers prior to the Closing.

(ii) In addition, without limiting the foregoing, Sprint shall:

(A) in consultation withT-Mobile, commence consent solicitations with respect to each of the following series of Sprint Notes: (I) all Sprint Notes issued by Sprint Corporation and (II) the 11.500% Senior Notes due 2021, the 7.000% Senior Notes due 2020 and the $2.28 billion 6.000% Senior Notes due 2022, each issued by Sprint Communications (collectively, the notes described in clauses (I) and (II), the “Sprint CoC Notes”) for the purpose of changing the relevant definitions under the Sprint CoC Notes such that(x) T-Mobile and DT and their affiliates will constitute “Permitted Holders” and (y) the Merger and related transactions will not constitute a change of control thereunder (each, a “Change of Control Waiver Offer”), as soon as reasonably practicable following the date hereof on terms reasonably determined byT-Mobile in consultation with Sprint;

(B) use its reasonable best efforts, andT-Mobile shall also use its reasonable best efforts to cause the consummation of the closing of such Change of Control Waiver Offers (including paying all consent fees in connection therewith, to be allocated in the manner described in Section 6.17(f)) not later than the date which is 60 days after the date hereof; and

(C) in connection with and subject to the closing of the Change of Control Waiver Offers, execute, and use its reasonable best efforts to cause the applicable trustees to execute, supplemental indentures (“Change of Control Waiver Supplemental Indentures”) with respect to each series of Sprint CoC Notes effecting the consents contemplated in clause (A) above.

(iii) In addition, without limiting the foregoing, Sprint shall:

(A) upon request ofT-Mobile on reasonable notice, use its reasonable best efforts to obtain (andT-Mobile shall also use its reasonable best efforts to assist in obtaining) the consents necessary such that(x) T-Mobile and DT and their affiliates will constitute “Permitted Holders”, (y) the Merger and related transactions will not constitute a change of control thereunder ((x) and (y) together, the “Spectrum Notes Change of Control Waiver”) with respect to the Series2016-1 3.360% Senior

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Secured Notes, Series2018-1 4.738% Senior Secured Notes, and Series2018-1 5.152% Senior Secured Notes (the “Spectrum Notes”) issued under that certain Base Indenture dated as of October 27, 2016, among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, and Sprint Spectrum Co III LLC, as issuers, and Deutsche Bank Trust Company Americas, as trustee and securities intermediary on terms reasonably determined byT-Mobile in consultation with Sprint; and

(B) upon receipt of the necessary consents, Sprint shall execute, and use its reasonable best efforts to cause the applicable trustee to execute, a supplemental indenture effecting the Spectrum Notes Change of Control Waiver.

(iv) Sprint covenants and agrees that, promptly following the expiry of any consent solicitation forming part of any Debt Offer and assuming the requisite consents are received, Sprint or its applicable subsidiaries shall (and shall use reasonable best efforts to cause the applicable Sprint Notes trustee to, including by delivering to the Trustee any deliverables required to be delivered under the applicable indenture for the Sprint Notes subject to such Debt Offer), execute a supplemental indenture in the form contemplated by the Debt Offer, which supplemental indenture shall become operative upon the Effective Time. In addition, in connection with the Debt Offer,T-Mobile may select one or more dealer managers, information agents, depositaries and other agents to provide assistance in connection therewith, and atT-Mobile’s request, Sprint shall enter into customary agreements therewith.

(c) Without limiting the generality of thisSection 6.17, (i) each ofT-Mobile and Sprint agrees that it shall timely file all periodic and current reports required to be filed by it with the SEC by the date required under the Exchange Act and (ii) each ofT-Mobile and Sprint agrees that it shall, and shall cause (x) its officers and employees, (y) its subsidiaries and (z) the officers and employees of its subsidiaries to, and shall use reasonable best efforts to cause its Representatives (including legal and accounting advisors) to, provide all reasonable cooperation in consummating anyPre-Merger Financing Transaction (and, in particular, each ofT-Mobile and Sprint agree to use reasonable best efforts to consummate and obtain the financing contemplated by the Commitment Letter in amounts reasonably necessary to effect the Merger and related transactions), including to:

(i) designate members of senior management to participate in a reasonable and customary number of meetings, drafting sessions, presentations, “road show” meetings and conference calls, sessions with rating agencies and due diligence sessions;

(ii) assist in preparing the documentation required in connection with suchPre-Merger Financing Transaction, including requesting any consents of accountants for use of their historical reports in any materials relating to suchPre-Merger Financing Transaction, and assist in preparing materials for rating agency presentations, “road show” meetings and conference calls, bank information memoranda, private placement memoranda and other customary marketing materials, and assist in the preparation of pro forma financial statements;

(iii) furnish financial and other information necessary, customary or otherwise advisable in connection with suchPre-Merger Financing Transaction, including as necessary to prepare any pro forma financial statements or information;

(iv) provide all documentation and other information required by U.S. bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;

(v) agree to deliver such officer’s certificates as are reasonable and customary and as are, in the good faith determination of the persons executing such officer’s certificates, accurate;

(vi) obtain customary accountants’ comfort letters, if applicable (and the participation of outside auditors in customary accounting due diligence calls), legal opinions, consents, approvals and other documentation and items relating to or reasonably requested in connection with suchPre-Merger Financing Transaction; and

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(vii) cooperate in connection with the prepayment or discharge (or defeasance), in each case with is fully effective as of the Closing Date, of any Sprint Indebtedness, including delivery of notices and deliverables with respect thereto.

(d) Notwithstanding anything to the contrary in thisSection 6.17, none of Sprint,T-Mobile or their respective subsidiaries shall be required to disclose any information pursuant to thisSection 6.17 to the extent that (i) in the reasonable good faith judgment of such party, any applicable Law requires such party or its subsidiaries to restrict or prohibit access to any such information, (ii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party, or (iii) disclosure of any such information or document would result in the loss of attorney-client privilege (but, for absence of doubt, this clause (iii) shall not apply to disclosure of the underlying nonprivileged facts);provided, that Sprint orT-Mobile, as applicable, shall use its commercially reasonable efforts to (A) obtain the required consent of any third party necessary to provide such disclosure, (B) develop an alternative to providing such information that is reasonably acceptable toT-Mobile or Sprint, as applicable, and (C) utilize the procedures of a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such attorney-client privilege. Additionally, except as otherwise provided in this Section 6.17 (including with respect to the Change of Control Waiver Offers and the Spectrum Notes Change of Control Waiver), neither party will be required to consummate anyPre-Merger Financing Transaction prior to the Closing.

(e)T-Mobile shall indemnify and hold harmless Sprint, its subsidiaries and their respective directors, officers, employees and Representatives from and against any and all losses, damages, claims, costs or expenses (including reasonable, documentedout-of-pocket attorneys’ fees) suffered or incurred by any of them in connection with anyPre-Merger Financing Transaction solely to the extent arising from (i) information provided by or on behalf ofT-Mobile, its subsidiaries or their respective affiliates or shareholders or the Representatives thereof for inclusion in any offering documents or similar materials relating to anyPre-Merger Financing Transaction or (ii) the bad faith, gross negligence or willful misconduct ofT-Mobile, its subsidiaries or their respective affiliates or shareholders or the Representatives thereof in connection with anyPre-Merger Financing Transaction. Sprint shall indemnify and hold harmlessT-Mobile, its subsidiaries and their respective directors, officers, employees and Representatives from and against any and all losses, damages, claims, costs or expenses (including reasonable attorneys’ fees) suffered or incurred by any of them in connection with anyPre-Merger Financing Transaction solely to the extent arising from (i) information provided by or on behalf of Sprint, its subsidiaries or their respective affiliates or shareholders or the Representatives thereof toT-Mobile, its subsidiaries or their respective affiliates or shareholders or the Representatives thereof for inclusion in any offering documents or similar materials relating to anyPre-Merger Financing Transaction or (ii) the bad faith, gross negligence or willful misconduct of Sprint, its subsidiaries or their respective affiliates or shareholders or the Representatives thereof in connection with anyPre-Merger Financing Transaction. ThisSection 6.17(e) shall survive the termination of this Agreement.

(f)T-Mobile shall bear 67% and Sprint shall bear 33% of theout-of-pocket fees, costs, penalties, premiums and expenses incurred in connection with anyPre-Merger Financing Transaction, and any interest on or prepayment penalties with respect to anypre-funded indebtedness (including indebtedness funded into escrow) incurred as part of anyPre-Merger Financing Transaction, including any such costs and expenses incurred prior to the date hereof (including fees and expenses relating to rating advisory services), in each case subject to Section 6.17(f) of the Sprint Disclosure Letter. ThisSection 6.17(f) shall be given effect whether or not the Closing occurs and shall survive the termination of this Agreement.

(g)T-Mobile and Sprint shall each use their reasonable best efforts to (i) secure the credit ratings forT-Mobile, after giving effect to the Merger, which are contemplated inSection 7.1(g), and (ii) obtain the financing necessary to consummate the transactions contemplated by this Agreement.

(h) Upon consummation of the Merger,T-Mobile will, and will causeT-Mobile USA, Inc. to, provide guarantees of the Sprint obligations set forth on Section 6.17(h) of theT-Mobile Disclosure Letter.

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Section 6.18.Merger Sub Approval and Merger Company Approval. Promptly following the execution of this Agreement, (a) Merger Company, acting in its capacity as the sole stockholder of Merger Sub, shall adopt this Agreement by written consent in accordance with the Certificate of Incorporation and Bylaws of Merger Sub and the DGCL, andT-Mobile shall deliver a copy of the corporate record evidencing such adoption to Sprint, and(b) T-Mobile, acting in its capacity as the sole member of Merger Company, shall adopt this Agreement by written consent in accordance with the limited liability company agreement of Merger Company and the DLLCA, andT-Mobile shall deliver a copy of the corporate record evidencing such adoption to Sprint.

Section 6.19.Termination of Certain Agreements. From and after (a) the date hereof and prior to the Effective Time, the parties shall reasonably cooperate in order to mutually agree as to which of the agreements or other arrangements set forth on Section 6.19 of the Sprint Disclosure Letter or Section 6.19(a) of theT-Mobile Disclosure Letter will be continued following, or terminated effective as of, the Effective Time, and shall take all such other actions as may be reasonably necessary or appropriate in order to effect such mutual agreement, and (b) the Effective Time through thesix-month anniversary thereof, each of SoftBank and DT shall, and shall cause its affiliates to, execute all such agreements, documents and instruments, and take all such other actions as may be reasonably necessary or appropriate, in order to terminate any contracts or other arrangements (without any penalty, payment or other continuing obligation ofT-Mobile or any of its subsidiaries under such contract or other arrangement, as a result of or relating to such termination or waiver, or otherwise (other than payment for amounts accrued for products or services rendered under such contract or other arrangement through the date of such termination set forth in such notice)) between or among SoftBank or any of its affiliates, or DT or any of its affiliates, as applicable (in each case other thanT-Mobile and its subsidiaries), on the one hand, andT-Mobile or any of its subsidiaries (including Sprint or any of its subsidiaries), on the other hand, other than those set forth on Section 6.19 of the Sprint Disclosure Letter or on Section 6.19 of theT-Mobile Disclosure Letter, promptly following notice fromT-Mobile to SoftBank or DT, as applicable, that it has elected to terminate such contract or other arrangement pursuant to this Section 6.19.

Section 6.20.FCC Auction Procedures. Sprint andT-Mobile hereby acknowledge that this Agreement is not intended to, and shall not be interpreted to, restrict the ability of either Sprint and its subsidiaries, orT-Mobile and its subsidiaries, from participating in any FCC auction that may occur after the date of this Agreement and prior to the Closing. In connection with the foregoing, (a) Sprint andT-Mobile shall not discuss or enter into any agreements related to bids, bidding strategies or post-auction market structure related to licenses being auctioned by the FCC and (b) not later than 30 days in advance of the applicable initial auction application deadline, the parties shall (i) distribute guidelines for compliance with the FCC’s Prohibited Communications rules to all individuals and consultants involved in the discussions with the other party regarding the transactions contemplated by this Agreement and (ii) implement safeguards mutually agreed upon by the parties, which may include assigning personnel or committees to monitor or evaluate proposed communications between the Parties regarding matters potentially falling under the FCC’s Prohibited Communications rules, firewalls and third-party nondisclosure agreements, remedial steps to be followed in the event of any such Prohibited Communication, and other reasonable and appropriate procedures implemented in consultation with outside counsel and intended to prevent communications concerning any FCC licenses to be auctioned, bids or bidding strategy between such parties.

ARTICLE VII

CONDITIONS PRECEDENT

Section 7.1.Conditions to Each Party’s Obligation to Effect theMerger Transactions. The respective obligations of each party to effect the Merger Transactions are subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of the following conditions:

(a)Stockholder Approvals. Each of the Sprint Stockholder Approval and theT-Mobile Stockholder Approval shall have been obtained.

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(b)Required Regulatory Consents. (i) The waiting period (and any extension thereof) applicable to the Merger Transactions under the HSR Act shall have been terminated or shall have expired and (ii) all consents required to be obtained from the FCC in connection with the transactions contemplated by this Agreement shall have been granted by the FCC.

(c)Other Governmental Consents. (i) All consents required to be obtained from any PUCs or similar state and foreign regulatory bodies in connection with the transactions contemplated by this Agreement shall have been obtained, (ii) all consents required to be obtained pursuant to any Antitrust Laws other than the HSR Act set forth on Section 7.1(c)(ii) of theT-Mobile Disclosure Letter in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained, (iii) CFIUS shall have completed its review and, where applicable, investigation under Section 721 without unresolved national security concerns with respect to the transactions contemplated by this Agreement, and (iv) DSS shall have approved a plan to operate pursuant to a FOCI mitigation agreement those NISPOM covered activities ofT-Mobile, Sprint and their respective subsidiaries that DSS determines are necessary to be operated pursuant to such an agreement, or shall have accepted a commitment from the parties to implement such FOCI mitigation agreement following the Closing.

(d)No Injunctions or Restraints. No court or other Governmental Entity of competent jurisdiction shall have entered, enacted, promulgated, enforced or issued any Law (whether temporary, preliminary or permanent) preventing the consummation of the Merger (a “Restraint”).

(e)FormS-4. The Form S-4 shall have become effective under the Securities Act prior to the mailing of the Consent Solicitation Statement by each of Sprint andT-Mobile to their respective stockholders, and no stop order or proceeding seeking a stop order shall be threatened by the SEC or shall have been initiated by the SEC.

(f)NASDAQ Listing. The shares ofT-Mobile Common Stock issuable to the stockholders of Sprint as contemplated byArticle III shall have been approved for listing on NASDAQ, subject to official notice of issuance.

(g)Ratings. On the Closing Date,T-Mobile USA, Inc., taking into account and after giving effect to the Merger and the other transactions contemplated by and relating to this Agreement, shall have at least two of the following three credit ratings: (i) a corporate family rating (CFR) of at least “Ba2” from Moody’s Investors Services, Inc., (ii) a long-term issuer credit rating of at least “BB” from Standard & Poor’s Financial Services LLC, and (iii) a long-term issuer credit rating of at least “BB” from Fitch, Inc.,provided,however, that the foregoing condition in this Section 7.1(g) shall be deemed satisfied if, on the Closing Date (or, earlier, upon the date of issuance byT-Mobile USA, Inc. of debt securities in an amount sufficient to replace in full the commitments under the bridge facilities in the Commitment Letter),T-Mobile USA, Inc., taking into account and after giving effect to the Merger and the other transactions contemplated by and relating to this Agreement, shall have at least two of the following three public credit ratings on not less than $45,000,000,000 of secured debt: (i) a secured tranche rating of at least “Baa3” from Moody’s Investors Services, Inc., (ii) a secured tranche rating of at least“BBB-” from Standard & Poor’s Financial Services LLC, and (iii) a secured tranche rating at least“BBB-” from Fitch, Inc.;provided,further, that no party may rely on the failure of the condition set forth in thisSection 7.1(g) to be satisfied if such failure was principally caused by such party’s material breach of any material provision of this Agreement or such party’s failure to act in good faith.

Section 7.2.Conditions to Obligations ofT-Mobile, Merger Sub, Merger Company and theDT Parties. The obligations ofT-Mobile, Merger Sub, Merger Company and the DT Parties to effect the Merger Transactions are further subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), of the following conditions:

(a)Representations and Warranties. (i) The representations and warranties of Sprint contained in the first sentence ofSection 4.1(a),Section 4.1(b)(i),Section 4.1(c)(iii),Section 4.1(m),Section 4.1(t),

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Section 4.1(v) andSection 4.1(w) (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or any provisions relating to preventing or materially delaying the consummation of any of the transactions contemplated hereby set forth therein) shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or the date of this Agreement, in which case such representations and warranties shall be true and correct in all material respects as of such date), (ii) the representations and warranties of Sprint contained inSection 4.1(c)(i) andSection 4.1(c)(ii) shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be true and correct as of such date), except for anyde minimisinaccuracies, (iii) the representations and warranties of Sprint contained inSection 4.1(g)(iii) shall be true and correct as of the Closing Date as though made on the Closing Date, (iv) the representations and warranties of Sprint contained in this Agreement (other than those contained in the sections set forth in the preceding clauses (i), (ii) and (iii)) (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or any provisions relating to preventing or materially delaying the consummation of any of the transactions contemplated hereby set forth therein) shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or the date of this Agreement, in which case such representations and warranties shall be true and correct as of such date), except where the failure to be so true and correct, individually or in the aggregate, does not have and would not reasonably be expected to have a Material Adverse Effect on Sprint, and (v) the representations and warranties of the SoftBank Parties contained inSection 4.3 (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or any provisions relating to preventing or materially delaying the consummation of any of the transactions contemplated hereby set forth therein) shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or the date of this Agreement, in which case such representations and warranties shall be true and correct in all material respects as of such date); provided that the accuracy of the representations and warranties of the SoftBank US HoldCos shall only be a condition to the obligations ofT-Mobile, Merger Sub, Merger Company and DT to effect the SoftBank US Mergers.

(b)Performance of Obligations. Each of Sprint and the SoftBank Parties shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c)Officer’s Certificate.T-Mobile shall have received an officer’s certificate duly executed by the Chief Executive Officer or the Chief Financial Officer of Sprint to the effect that the conditions set forth inSection 7.2(a) andSection 7.2(b) have been satisfied.

(d)Other Agreements. SoftBank shall have duly executed and delivered (i) the Stockholders’ Agreement and (ii) the Voting and Proxy Agreement.

(e)Tax Opinion. Subject to the last sentence ofSection 1.1,T-Mobile shall have received a written opinion of its Specified Counsel, in form and substance reasonably satisfactory toT-Mobile, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, each of the SoftBank US Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion,T-Mobile’s Specified Counsel shall be entitled to receive and rely upon representations and covenants contained in certificates of Starburst, Galaxy andT-Mobile substantially in the form of Exhibits A, B and C to theT-Mobile Disclosure Letter (the “Tax Certificates”).

Section 7.3.Conditions to Obligations ofSprint and the SoftBank Parties. The obligations of Sprint and the SoftBank Parties to effect the Merger Transactions are further subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), of the following conditions:

(a)Representations and Warranties. (i) The representations and warranties ofT-Mobile, Merger Sub and Merger Company contained in the first sentence ofSection 4.2(a),Section 4.2(b)(i),Section 4.2(c)(iii),

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Section 4.2(m),Section 4.2(t) andSection 4.2(v) (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or any provisions relating to preventing or materially delaying the consummation of any of the transactions contemplated hereby set forth therein) shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or the date of this Agreement, in which case such representations and warranties shall be true and correct in all material respects as of such date), (ii) the representations and warranties ofT-Mobile, Merger Sub and Merger Company contained inSection 4.2(c)(i) andSection 4.2(c)(ii) shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be true and correct as of such date), except for anyde minimisinaccuracies, (iii) the representations and warranties ofT-Mobile, Merger Sub and Merger Company contained inSection 4.1(g)(iii) shall be true and correct as of the Closing Date as though made on the Closing Date, (iv) the representations and warranties ofT-Mobile, Merger Sub and Merger Company contained in this Agreement (other than those contained in the sections set forth in the preceding clauses (i), (ii) and (iii)) (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or any provisions relating to preventing or materially delaying the consummation of any of the transactions contemplated hereby set forth therein) shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or the date of this Agreement, in which case such representations and warranties shall be true and correct as of such date), except where the failure to be so true and correct, individually or in the aggregate, does not have and would not reasonably be expected to have a Material Adverse Effect onT-Mobile, and (v) the representations and warranties of the DT Parties contained inSection 4.4 (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or any provisions relating to preventing or materially delaying the consummation of any of the transactions contemplated hereby set forth therein) shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or the date of this Agreement, in which case such representations and warranties shall be true and correct in all material respects as of such date).

(b)Performance of Obligations. Each ofT-Mobile, Merger Sub, Merger Company and the DT Parties shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c)Officer’s Certificate. Sprint shall have received an officer’s certificate duly executed by the Chief Executive Officer or the Chief Financial Officer ofT-Mobile to the effect that the conditions set forth inSection 7.3(a) andSection 7.3(b) have been satisfied.

(d)Other Agreements.T-Mobile and DT shall have duly executed and delivered (as applicable) (i) the Stockholders’ Agreement, (ii) the Voting and Proxy Agreement and (iii) the License Agreement Amendment.

(e)Tax Opinion. Subject to the last sentence ofSection 1.1, Sprint shall have received a written opinion of its Specified Counsel, in form and substance reasonably satisfactory to Sprint (and, with respect to the opinion in clause (ii),T-Mobile), dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (i) each of the SoftBank US Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (ii) the Merger (or the Merger and the SoftBank US Mergers, taken together) will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.T-Mobile shall be entitled to rely upon the opinion in clause (ii) as thoughT-Mobile were an addressee of such opinion. In rendering such opinion, Sprint’s Specified Counsel shall be entitled to receive and rely upon representations and covenants (x) with respect to the opinion in clause (i), contained in certificates of Starburst, Galaxy andT-Mobile substantially in the form of the Tax Certificates, and (y) with respect to the opinion in clause (ii), ofT-Mobile and Sprint as reasonably requested by Sprint’s Specified Counsel for purposes of such opinion.

For the avoidance of doubt, thisSection 7.3(e) may not be waived without the consent of the SoftBank Parties.

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ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

Section 8.1.Termination. This Agreement may be terminated at any time prior to the SoftBank US Mergers Effective Time, whether before or after the Sprint Stockholder Approval or theT-Mobile Stockholder Approval:

(a) by mutual written consent of Sprint andT-Mobile;

(b) by either Sprint orT-Mobile:

(i) if the Merger Transactions shall not have been consummated by the first anniversary of the date of this Agreement, or, if the Marketing Period has started and is in effect at such date, then the second business day following the end of the Marketing Period (but in no event shall such date be later than the 22^nd business day following the first anniversary of the date of this Agreement) (the “Outside Date”);provided, that if the Closing shall not have occurred by the first anniversary of the date of this Agreement, but on that date, any of the conditions set forth inSection 7.1(b),Section 7.1(c) orSection 7.1(d) shall not be satisfied but all other conditions shall have been satisfied or waived (other than those that by their terms are to be satisfied at the Closing, provided that they would be satisfied if the Closing were to occur on such date), then eitherT-Mobile or Sprint may elect (by delivery of written notice to the other party at or prior to 11:59 p.m. New York City time on such first anniversary of the date of this Agreement) to extend the Outside Date to the fifteen-month anniversary of the date of this Agreement, or, if the Marketing Period has started and is in effect at such date, then the second business day following the end of the Marketing Period (but in no event shall such date be later than the 22^nd business day following the fifteen-month anniversary of the date of this Agreement);provided,further, that, if after such extension, the Closing shall not have occurred by the fifteen-month anniversary of the date of this Agreement, but on that date, any of the conditions set forth inSection 7.1(b),Section 7.1(c) orSection 7.1(d) shall not be satisfied but all other conditions shall have been satisfied or waived (other than those that by their terms are to be satisfied at the Closing, provided that they would be satisfied if the Closing were to occur on such date), then eitherT-Mobile or Sprint may elect (by delivery of written notice to the other party at or prior to 11:59 p.m. New York City time on such extended date) to extend the Outside Date to the eighteen-month anniversary of the date of this Agreement, or, if the Marketing Period has started and is in effect at such date, then the second business day following the end of the Marketing Period (but in no event shall such date be later than the 22^nd business day following the eighteen-month anniversary of the date of this Agreement); and in each such case, the Outside Date, as so extended, shall be the “Outside Date” for purposes of this Agreement;provided,further, that the right to terminate this Agreement pursuant to thisSection 8.1(b)(i) shall not be available to Sprint, if Sprint’s or any SoftBank Party’s, orT-Mobile, ifT-Mobile’s or any DT Party’s, material breach of its obligations under this Agreement, the SoftBank Support Agreement or the DT Support Agreement, as applicable, has been the principal cause of, or principally resulted in, the failure of the Merger to be consummated by such time;

(ii) if (A) any Restraint shall be in effect and shall have become final and nonappealable or (B) any authorization or consent from a Governmental Entity that must be obtained pursuant toSection 7.1(b) orSection 7.1(c): (I) has been denied and such denial has become final and nonappealable or (II) requires as a final and nonappealable condition to such authorization or consent that Sprint,T-Mobile, SoftBank or DT take any action that would or would reasonably be expected to result in a Regulatory Material Adverse Condition;provided, that the right to terminate this Agreement pursuant to thisSection 8.1(b)(ii) shall not be available to Sprint, if Sprint’s or SoftBank’s, orT-Mobile, ifT-Mobile’s or DT’s, material breach of its obligations underSection 6.3 has been the principal cause of, or principally resulted in, such Restraint or denial;

(c) byT-Mobile (provided, thatT-Mobile is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement), if Sprint shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in

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this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth inSection 7.2(a) orSection 7.2(b) and (ii) is incapable of being cured by Sprint or is not cured within sixty (60) days of written notice thereof;

(d) by Sprint (provided, that Sprint is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement), ifT-Mobile shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth inSection 7.3(a) orSection 7.3(b) and (ii) is incapable of being cured byT-Mobile or is not cured within sixty (60) days of written notice thereof;

(e) byT-Mobile, if any of the SoftBank Parties or SoftBank UK HoldCo fail to execute and deliver toT-Mobile the SoftBank Support Agreement within one business day following the execution of this Agreement; and

(f) by Sprint, if either DT Party fail to execute and deliver to Sprint the DT Support Agreement within one business day following the execution of this Agreement.

Section 8.2.Effect of Termination.

(a) In the event of termination of this Agreement as provided inSection 8.1, and subject to the provisions ofSection 10.1, this Agreement shall forthwith become void, and there shall be no liability or obligation on the part of any party hereto (or of any of its directors, officers, employees or Representatives), except (i) the provisions of thisSection 8.2 (Effect of Termination), the last sentence ofSection 6.2(b) (Access to Information; Confidentiality),Section 6.7 (Fees and Expenses),Section 6.17(e) (Financing Matters),Section 6.17(f) (Financing Matters), thisSection 8.2 (Effect of Termination) andArticle X (General Provisions) shall survive any such termination of this Agreement and remain in full force and effect and no such termination shall relieve either party from any liability or obligation under such provisions, and (ii) nothing contained herein shall relieve any party from liability for fraud or any Willful Breach of this Agreement, the Confidentiality Agreement or any other agreement contemplated hereby and delivered in connection herewith prior to the termination of this Agreement.

(b) In the event that(i) T-Mobile terminates this Agreement pursuant toSection 8.1(b)(i), (ii) at the time of such termination, all of the conditions set forth inSection 7.1 (other than the condition set forth inSection 7.1(g)) and all of the conditions set forth inSection 7.2 would be satisfied at the time of such termination if the Closing were held at the time of such termination, and (iii) Sprint has provided a written certification toT-Mobile that it stands ready, willing and able to consummate the Merger on the date required bySection 1.3 at the time of termination of this Agreement (a “Specified Termination”), thenT-Mobile shall pay to Sprint, on the date of termination of this Agreement, an amount equal to $600,000,000 (the “Payment Amount”);provided, that notwithstanding the foregoing,T-Mobile shall have no obligation to pay the Payment Amount (in whole or in part) and may terminate this Agreement pursuant to Section 8.1(b)(i) without paying the Payment Amount if:

(i) on the date of termination of this Agreement pursuant to the Specified Termination, Sprint does not have the following three credit ratings: (A) a corporate family rating (CFR) of at least “B2” from Moody’s Investors Services, Inc., (B) a long-term issuer credit rating of at least “B” from Standard & Poor’s Financial Services LLC, and (C) a long-term issuer credit rating of at least “B+” from Fitch, Inc., unless Sprint does not have any such credit rating due to a change in credit ratings or credit outlook generally affecting the industry in which Sprint operates; or

(ii) Sprint or any of the SoftBank Parties has breached in any material respect any of its representations, warranties, covenants or agreements set forth in this Agreement and such breach has impacted any of the credit ratings described in clause (i) of thisSection 8.2(b) or the ability ofT-Mobile to obtain the credit ratings described inSection 7.1(g).

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(c) Sprint and the SoftBank Parties agree that in the event that the Payment Amount is paid to Sprint pursuant toSection 8.2(b), the payment of the Payment Amount shall be the sole and exclusive remedy of Sprint and the SoftBank Parties and their respective subsidiaries, stockholders, affiliates, officers, directors, employees and Representatives againstT-Mobile, Merger Sub, Merger Company, DT, their respective affiliates and their and their respective affiliates’, stockholders, officers, directors, employees and Representatives, for, and in no event will Sprint or the SoftBank Parties seek to recover any other money damages or seek any other remedy based on a claim in law or equity with respect to, (I) any loss suffered as a result of the failure of the Merger Transactions to be consummated, (II) the termination of this Agreement, (III) any liabilities or obligations arising under this Agreement or (IV) any claims or actions arising out of or relating to this Agreement, and upon payment to Sprint of the Payment Amount, none ofT-Mobile, Merger Sub, Merger Company, DT, their respective affiliates and their and their respective affiliates’, stockholders, officers, directors, employees and Representatives shall have any further liability or obligation to Sprint or the SoftBank Parties relating to or arising out of this Agreement, the Merger Transactions or the transactions contemplated hereby. All payments underSection 8.2(b) shall be made by wire transfer of immediately available funds to an account designated in writing by Sprint toT-Mobile.

Section 8.3.Amendment. Subject to compliance with applicable Law, this Agreement may be amended by the parties hereto at any time before or after the Sprint Stockholder Approval or theT-Mobile Stockholder Approval;provided,however, that any amendment of this Agreement that requires approval by the stockholders of Sprint or approval by the stockholders ofT-Mobile under applicable Law shall be subject to such approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto and duly approved by the parties’ respective Boards of Directors (or comparable governing body) or a duly authorized committee thereof.

Section 8.4.Extension; Waiver. At any time prior to the Effective Time, a party hereto may, subject to the proviso of Section 8.3 (and for this purpose treating any waiver referred to below as an amendment), (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or in any document delivered pursuant to this Agreement, (c) waive compliance by the other party with any of the agreements or conditions contained in this Agreement or (d) waive the satisfaction of any of the conditions contained in this Agreement, except in the case of each of (c) and (d) for any waiver that is prohibited by Law. No extension or waiver by Sprint orT-Mobile shall require the approval of the stockholders of Sprint orT-Mobile, respectively, unless such approval is required by applicable Law. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Any extension or waiver given in compliance with thisSection 8.4 or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

ARTICLE IX

SOFTBANK INDEMNIFICATION

Section 9.1.SoftBank US Mergers Indemnification. Effective from and after the SoftBank US Mergers Effective Time, SoftBank shall indemnify DT,T-Mobile, their respective affiliates (including DT Holdco and the SoftBank Surviving Entity) and each of their and their respective affiliates’ Representatives, successors and assigns (each, an “Article IX Indemnitee”) against, and shall hold each of them harmless from, any claims, losses, costs, Taxes, liabilities, obligations and expenses (whether or not arising out of third-party claims), including interest, penalties, attorneys’ fees and all amounts paid in connection with the investigation, defense or settlement or other compromise of any of the foregoing (collectively, “Losses”) incurred or suffered by any such Article IX Indemnitee arising out of, attributable to or resulting from (a) any breach of, or inaccuracy in, any of the representations or warranties of the SoftBank US HoldCos contained in this Agreement or any Tax

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Certificate (in each case, without giving effect to any limitation as to materiality or knowledge set forth therein), (b) any breach or nonfulfillment of any of the covenants or agreements made or to be performed by any of the SoftBank US HoldCos pursuant to this Agreement, whether before, on or after the Effective Time, (c) any breach of a covenant or agreement made or to be performed by SoftBank or any of its Representatives or affiliates pursuant toSection 9.3, whether before, on or after the Effective Time, (d) any and all assets of any of the SoftBank US HoldCos, other than the Sprint Subject Shares, or (e) any and all liabilities of any of the SoftBank US HoldCos, other than Taxes of the SoftBank US HoldCos indemnified pursuant toSection 9.2.

Section 9.2.SoftBank Tax Indemnification. Effective from and after the SoftBank US Mergers Effective Time, SoftBank shall indemnify and hold harmless each Article IX Indemnitee from any and all Losses for or in connection with (a) Taxes imposed on or payable by any of the SoftBank US HoldCos or the SoftBank Surviving Entity for anyPre-Closing Tax Period, (b) Taxes arising from the failure of any of the SoftBank US Mergers to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, except to the extent such failure is exclusively attributable to a breach byT-Mobile of any of the covenants contained in the Tax Certificates delivered byT-Mobile, (c) any Taxes of an Article IX Indemnitee that would not have arisen but for the SoftBank US Mergers, (d) Taxes required to be deducted or withheld from the Galaxy Merger Consideration, the Starburst Merger Consideration or any other amounts paid, issued or delivered pursuant to the SoftBank US Mergers, (e) amounts payable by any of the SoftBank US HoldCos pursuant to any Tax sharing, allocation or indemnification agreement entered into before the SoftBank US Mergers Effective Time, (f) any transfer, recording, documentary, sales, use, stamp, registration and similar Taxes (including any real estate transfer or similar Tax arising from any indirect transfer of property) and related fees incurred with respect to or arising from any of the SoftBank US Mergers, (g) Taxes for which any of the SoftBank US HoldCos (or any successor thereof) is liable (or that may be collected from any of the SoftBank US HoldCos by way of offset against a refund of Tax otherwise due to the SoftBank US HoldCos (or any successor thereof)) under Treasury RegulationsSection 1.1502-6 (or any similar provision of state, local or foreign Law), as a successor or transferee or as a result of having been a member of any group prior to the SoftBank US Mergers Effective Time, (h) Taxes attributable to the inclusion of any item of income in, or the denial of any item of deduction from, taxable income for any Post-Closing Tax Period as a result of any (I) adjustment required with respect to any of the SoftBank US HoldCos by reason of a change in method of accounting for aPre-Closing Tax Period under Section 481(c) of the Code (or any corresponding or similar provision of state, local or foreign Law), (II) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into by any of the SoftBank US HoldCos prior to the SoftBank US Mergers Effective Time or (III) installment sale by, or intercompany transaction (within the meaning of Treasury RegulationsSection 1.1502-13) involving, any of the SoftBank US HoldCos entered into prior to the SoftBank US Mergers Effective Time, or (i) Taxes of SoftBank or any of its affiliates (other than the SoftBank US HoldCos, Sprint or Sprint’s subsidiaries) for any period. In determining the amount of Losses (including Taxes) indemnifiable by SoftBank under thisSection 9.2, no Tax Attribute or Tax benefit (e.g., any correlativestep-up in the tax basis of assets) of any Article IX Indemnitee shall be taken into account.

Section 9.3.Additional Agreements.

(a) An Article IX Indemnitee shall notify SoftBank of a third-party claim with respect to which indemnification may be sought under thisArticle IX reasonably promptly after receiving written notice thereof (provided, that the failure or delay to so notify SoftBank shall not affect any Article IX Indemnitee’s right to indemnification, or SoftBank’s indemnification obligations, under thisArticle IX, except to the extent SoftBank is materially prejudiced by such failure or delay). SoftBank shall have the right to assume control of the defense of any such third-party claim upon written notice to the Article IX Indemnitee within fifteen (15) days of receipt of the notice referred to in the preceding sentence, unless such third party claim involves an injunction or equitable relief,non-monetary claims, or criminal liability (in which case, the Article IX Indemnitee will have the right to take control and conduct the defense, compromise and settlement of such third-party claim (but such third-party claim shall not be compromised or settled without the written consent of SoftBank, which consent shall not be unreasonably withheld, conditioned or delayed);provided, that (i) as a condition precedent to

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SoftBank’s right to control such defense, it must first notify the Article IX Indemnitee in writing within such fifteen(15)-day period that SoftBank will indemnify the Article IX Indemnitee from and against the entirety of any Losses of Article IX Indemnitees may suffer resulting from, arising out of, relating to or caused by the third party claim in accordance with the terms of thisArticle IX and (ii) in no event shall SoftBank enter into any settlement or compromise or consent to the entry of any judgment with respect to such third party claim without the prior written consent of the Article IX Indemnitees (not to be unreasonably withheld, conditioned or delayed); andprovided,further, that if SoftBank does not assume control of the defense of such third-party claim within such fifteen(15)-day period, then the Article IX Indemnitee shall have the exclusive right to control the defense thereof. SoftBank shall (and shall cause its affiliates to) cooperate with the Article IX Indemnitees with respect to any claim for indemnification under thisArticle IX, including making available all witnesses, information and materials in its possession or under its control relating thereto as are reasonably requested by an Article IX Indemnitee.

(b) If SoftBank (or an applicable withholding agent) is required by applicable Law to deduct or withhold any Tax from any payment required to be made pursuant to thisArticle IX, then the amount of the payment shall be increased as necessary so that after any such deduction or withholding (including any deductions or withholdings applicable to additional amounts payable under this provision) the applicable Article IX Indemnitee receives an amount equal to the amount it would have received had no such deduction or withholding been required.

(c) If an Article IX Indemnitee incurs or would incur any Tax liability arising from the receipt or accrual of any payment received or to be received pursuant to thisArticle IX, then the amount of the payment payable by SoftBank shall be increased as necessary so that after taking into account any such Tax liability (including any Tax liability arising from additional amounts payable under this provision, and disregarding any Tax Attributes of such Article IX Indemnitee) the Article IX Indemnitee receives an amount equal to the amount it would have received had no such Tax liability arisen. To the extent permitted by applicable Law, SoftBank and the applicable Article IX Indemnitee agree to treat, for applicable Tax purposes, any indemnification payment pursuant to this Article IX as an adjustment to the Starburst Merger Consideration or Galaxy Merger Consideration, as applicable.

(d) Any payment required to be made pursuant to thisArticle IX shall be made by wire transfer of immediately available funds to an account designated by the relevant Article IX Indemnitee within fifteen (15) business days after any of the Article IX Indemnitees makes written demand upon SoftBank, but (in the case of any payment for Taxes payable) no earlier than five (5) days prior to the date on which the relevant Taxes are required to be paid to the relevant Taxing Authority.

(e) SoftBank andT-Mobile shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and other Representatives to reasonably cooperate, in preparing and filing all Tax Returns and in connection with all disputes, audits and other proceedings relating to Taxes, in each case imposed on or with respect to the SoftBank US HoldCos or the SoftBank US Mergers, including by maintaining and making available to each other all records reasonably requested and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder. SoftBank shall cause the SoftBank US HoldCos to be in possession, at the SoftBank US Mergers Effective Time, of all Tax Returns, schedules, work papers and all other material records and documents relating to Tax matters of the SoftBank US HoldCos for their respective Tax periods ending on or prior to, or including, the Closing Date.

(f) Any Article IX Indemnitee’s right to indemnification for Losses pursuant to thisArticle IX shall not be affected by any investigation conducted, or knowledge or information acquired or capable of being acquired, by such Article IX Indemnitee (or any Representative of such Article IX Indemnitee or its affiliates), whether before or after the date hereof or the Closing Date, of or with respect to the facts, events or conditions resulting in

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or giving rise to such Losses (including the breach of, or inaccuracy in, any representation or warranty, or the breach or nonfulfillment of any covenant, agreement or other provision giving rise to such Losses). The waiver of any condition based upon the accuracy of any representation or warranty, or the fulfillment of, or compliance with, any covenant or agreement, will not affect the right to, or amount of, indemnification under thisArticle IX.

(g) In the event that SoftBank or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, SoftBank shall cause proper provision to be made so that the successors and assigns of SoftBank assume the obligations set forth in thisArticle IX, and such successor, assignee or transferee, as the case may be, shall be deemed to have assumed the obligations of SoftBank set forth in thisArticle IX.

ARTICLE X

GENERAL PROVISIONS

Section 10.1.Nonsurvival of Representations and Warranties. Except as provided in the next sentence, none of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. Notwithstanding anything in this Agreement to the contrary, the representations and warranties set forth inSection 4.3 (and, for the absence of doubt, any right to indemnification for breach thereof pursuant toArticle IX) shall survive the Effective Time and shall terminate 90 days after the expiration of the applicable statute of limitations (or, provided that notice for indemnification is delivered prior to such date, until the matter specified in such notice is finally resolved). ThisSection 10.1 shall not limitSection 8.2 or any covenant or agreement of the parties that, by its terms, contemplates performance after the Effective Time.

Section 10.2.Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally or delivered by electronic mail (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) if toT-Mobile, to:

T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

Attention: Dave Miller

Email: dave.miller@t-mobile.com

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention: Adam O. Emmerich

David K. Lam

Email: AOEmmerich@wlrk.com

DKLam@wlrk.com

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and with a copy (which shall not constitute notice) to, as counsel to theT-Mobile Independent Committee:

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Attention: Charles K. Ruck

Email: Charles.Ruck@lw.com

and

Richards, Layton & Finger, P.A.

One Rodney Square

920 North King Street

Wilmington, Delaware 19801

Attention: Mark J. Gentile

Email: gentile@rlf.com

(b) if to the DT Parties, to:

Deutsche Telekom AG

Friedrich-Ebert-Allee 140

53113 Bonn

Germany

Attention: General Counsel

Email: Axel.luetzner@telekom.de

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention: Adam O. Emmerich

David K. Lam

Email: AOEmmerich@wlrk.com

DKLam@wlrk.com

Sprint Corporation

6200 Sprint Parkway

Overland Park, Kansas 66251

Attention: General Counsel

Email: office.chief.legal.officer@sprint.com

with a copy (which shall not constitute notice) to:

Morrison & Foerster LLP

425 Market Street

San Francisco, California 94105

Attention: Robert S. Townsend

Brandon C. Parris

Email: RTownsend@mofo.com

BParris@mofo.com

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and

Potter Anderson & Corroon LLP

1313 North Market Street

P.O. Box 951

Wilmington, Delaware 19899

Attention: Mark A. Morton

Pamela L. Millard

Email: mmorton@potteranderson.com

pmillard@potteranderson.com

and with a copy (which shall not constitute notice) to, as counsel to the Sprint Independent Committee:

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

Attention: Stuart M. Cable

Mark S. Opper

Email: scable@goodwinlaw.com

mopper@goodwinlaw.com

(d) if to the SoftBank Parties, to:

SoftBank Group Corp.

Tokyo Shiodome Bldg.

1-9-1 Higashi-shimbashi

Minato-ku, Tokyo105-7303

Japan

Attention: Corporate Officer, Head of Legal Unit

Email: sbgrp-legalnotice@g.softbank.co.jp

with a copy (which shall not constitute notice) to:

Morrison & Foerster LLP

425 Market Street

San Francisco, California 94105

Attention: Robert S. Townsend

Brandon C. Parris

Email: RTownsend@mofo.com

BParris@mofo.com

and

Potter Anderson & Corroon LLP

1313 North Market Street

P.O. Box 951

Wilmington, Delaware 19899

Attention: Mark A. Morton

Pamela L. Millard

Email: mmorton@potteranderson.com

pmillard@potteranderson.com

Section 10.3.Definitions. For purposes of this Agreement:

“affiliate” means, with respect to any person, another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first person, where “control”

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means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

“Board of Directors” means, with respect to any person, the board of directors of such person.

“business day” means any day other than a Saturday, Sunday or federal holiday, or a day on which banks in New York, New York, Bonn, Germany, or Tokyo, Japan are authorized or obligated by law to close.

“Compliant” means, with respect to the Required Information, that: (a) such Required Information does not contain any untrue statement of a material fact regarding Sprint and its Subsidiaries, or omit to state any material fact regarding Sprint and its Subsidiaries necessary in order to make such Required Information not materially misleading in light of the circumstances under which such statements were made, (b) such Required Information complies in all material respects with all applicable requirements of RegulationS-K and RegulationS-X under the Securities Act for a registered public offering, and (c) the financial statements and other financial information included in such Required Information would not be deemed stale or otherwise be unusable under the rules and regulations promulgated by the SEC for registered debt offerings and are sufficient to permit Sprint and its Subsidiaries’ applicable independent accountants to issue comfort letters in connection with anyPre-Merger Financing Transaction, including as to customary negative assurances, in order to consummate anyPre-Merger Financing Transaction on any day during the Marketing Period, which such accountants have confirmed they are prepared to issue.

“Confidentiality Agreement” means the Agreement for Mutual Use andNon-Disclosure of Proprietary Information, effective as of August 8, 2013, by and among Sprint, SoftBank, DT andT-Mobile, as modified and supplemented by the Supplement to theNon-Disclosure Agreement, effective as of August 13, 2017, and the Addendum toNon-Disclosure Agreement, effective as of September 25, 2017, as it may be further amended or supplemented from time to time.

“contract” means any binding written contract, subcontract, lease, sublease, conditional sales contract, purchase order, sales order, license, indenture, note, bond, loan, arrangement, commitment, instrument, understanding, permit, concession, franchise, commitment, partnership, limited liability company or other agreement (excluding purchase orders not containing material contractual terms entered into in the ordinary course of business consistent with past practice).

“Controlled Group Liability” means any and all liabilities (a) under Title IV of ERISA, (b) under Section 302 of ERISA, (c) under Sections 412, 430 and 4971 of the Code, (d) as a result of a failure to comply with the continuation coverage requirements of Section 601et seq. of ERISA and Section 4980B of the Code or (e) under corresponding or similar provisions of foreign laws.

“Environmental Claim” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives, claims, liens, investigations, proceedings, requests for information, orders or written notices of noncompliance or violation by any person or entity (including any Governmental Entity), alleging potential liability (including potential responsibility or liability for enforcement, investigatory costs, cleanup costs, governmental response costs, removal costs, remedial costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (a) the presence, release or threatened release into the environment of any Hazardous Materials, (b) circumstances forming the basis of any violation or alleged violation of any Environmental Law or (c) any and all claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the presence, release or threatened release of any Hazardous Materials.

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“Environmental Laws” means any applicable Law relating to (a) the protection of the environment or natural resources (including air, water, soil and natural resources), (b) the use, storage, handling, release or disposal of any Hazardous Materials or waste or (c) as it relates to any of the foregoing, the protection of human health and safety.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity, trade or business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

“FCC Licenses” means the Sprint FCC Licenses and theT-Mobile FCC Licenses.

“Financing Entities” shall have the meaning set forth in the definition of “Financing Parties”.

“Financing Parties” shall mean the entities that have committed to provide or otherwise entered into agreements in connection with the Financing, or to purchase securities from or place securities or arrange or provide loans forT-Mobile in lieu of the Financing under the Commitment Letter, in connection with the Merger, including the parties to the Commitment Letter and any joinder agreements or credit agreements relating thereto (the “Financing Entities”) and their respective affiliates and their and their respective affiliates’ officers, directors, employees, agents and representatives and their respective successors and assigns; provided that neither Parent nor any affiliate of Parent shall be a Financing Party.

“Galaxy RSUs” means restricted stock units granted by Galaxy to Ronald D. Fisher.

“Governmental Consents” means all notices, reports and other filings required to be made prior to the Closing by Sprint,T-Mobile or any of their respective affiliates with, and all consents, registrations, approvals, permits, clearances, licenses, certificates, waivers and authorizations required to be obtained prior to the Closing by Sprint,T-Mobile or any of their respective affiliates from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement.

“Government Bid” means any quotation, bid or proposal by Sprint or any of its subsidiaries, orT-Mobile or any of its subsidiaries, as applicable, that, if accepted or awarded, would result in a Government Contract.

“Government Contract” means any prime contract, subcontract, task order or delivery order that is (a) between Sprint or any of its subsidiaries, orT-Mobile or any of its subsidiaries, as applicable, and a Governmental Entity or (b) is entered into by Sprint or any of its subsidiaries, orT-Mobile or any of its subsidiaries, as applicable, as a subcontractor (at any tier) to provide supplies or services in connection with a contract between another entity and a Governmental Entity.

“Hazardous Materials” means any substance that is (a) listed, classified or regulated pursuant to any Environmental Law, (b) any petroleum product orby-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, mold, radioactive material or radon, and (c) any other substance which may be the subject of regulatory action by any Governmental Entity in connection with any Environmental Law.

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“Indebtedness” means (i) any indebtedness or other obligation for borrowed money, whether current, short-term or long-term and whether secured or unsecured, (ii) any indebtedness evidenced by a note, bond, debenture or other security (including any liability in respect of mandatorily redeemable or purchasable capital stock or securities convertible into capital stock) or similar instrument, (iii) any liabilities or obligations with respect to interest rate, currency or commodity swaps, collars, caps, hedging obligations or any similar contract designated to protect a person against fluctuations in interest rates, currency exchange rates or commodity prices, (iv) all liabilities in respect of any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which liabilities are required to be classified and accounted for under GAAP as capital leases, (v) any direct or contingent obligations under letters of credit, bankers’ acceptances, bank guarantees, surety bonds and similar instruments, each to the extent drawn upon and paid, (vi) any obligation to pay the deferred purchase price of property, services or equipment, and (vii) guarantees in respect of clauses (i) through (vi), including guarantees of another person’s Indebtedness or any obligation of another person which is secured by assets of Sprint or any of its subsidiaries orT-Mobile or any of its subsidiaries, as applicable.

“Intellectual Property” means, collectively, patents, trademarks, service marks, trade dress, logos, trade names, Internet domain names, designs, slogans and general intangibles of like nature, copyrights and all registrations, applications, reissuances, continuations,continuations-in-part, revisions, extensions, reexaminations and associated goodwill with respect to each of the foregoing, computer software (including source and object codes), rights in computer programs and computer databases and related data, technology, trade secrets, confidential business information (including confidential ideas, formulae, algorithms, models, methodologies, compositions,know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data and pricing and cost information) and other intellectual property, industrial or similar proprietary rights (in whatever form or medium) recognized under any jurisdiction worldwide.

“IT Assets” means computers, software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and other information technology equipment.

“knowledge” means (i) with respect to Sprint or SoftBank, the actual knowledge of the persons listed on Section 10.3(a) or (b), respectively, of the Sprint Disclosure Letter, and (ii) with respect toT-Mobile or DT, the actual knowledge of the persons listed on Section 10.3(a) or (b), respectively, of theT-Mobile Disclosure Letter.

“Labor Agreement” means any collective bargaining agreements, union contract or similar agreement with a labor union or labor organization.

“Marketing Period” shall mean the first period of twenty (20) consecutive business days after the date hereof (a) throughout and at the end of whichT-Mobile shall have the Required Information and (b) throughout and at the end of which the conditions set forth inSections 7.1 and7.2 (other than those conditions that by their terms are to be satisfied at the Closing) shall be satisfied. Notwithstanding anything in this definition of “Marketing Period” to the contrary, the Marketing Period shall not commence or be deemed to have commenced if, after the date hereof and prior to the completion of such twenty (20) consecutive business day period: (i) Sprint’s independent accountant shall have withdrawn its audit opinion with respect to Sprint’s most recent annual audited financial statements, in which case the Marketing Period shall not be deemed to commence unless and until, at the earliest, a new unqualified audit opinion is issued with respect to the consolidated financial statements of Sprint for the applicable periods by the independent accountant or another independent public accounting firm reasonably acceptable toT-Mobile, (ii) Sprint issues a public statement indicating its intent to restate any historical financial statements of Sprint or that any such restatement is under consideration or may be a possibility, in which case the Marketing Period shall not be deemed to commence unless and until, at the earliest, such restatement has been completed or Sprint has announced that it has concluded that no restatement shall be required in accordance with GAAP, (iii) any Required Information would not be Compliant at any time during such twenty (20) consecutive business day period, in which case the Marketing Period shall not be deemed to commence unless and until, at the earliest, the receipt byT-Mobile of Required Information that is Compliant, or (iv) Sprint shall have failed to file any report or other document required to be filed with the SEC

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by the date required under the Exchange Act containing any financial information that would be required to be contained therein in which case the Marketing Period will not be deemed to commence unless and until, at the earliest, such reports have been filed. Notwithstanding anything herein to the contrary, (s) May 28, 2018 shall be excluded as a business day for such purposes, (t) July 4, 2018 through July 6, 2018 shall each be excluded as a business day for such purposes, (u) November 22, 2018 through November 23, 2018 shall each be excluded as a business day for such purposes, (v) if such twenty (20) consecutive business day period has not ended on or prior to August 17, 2018, then such twenty (20) consecutive business day period shall not commence prior to September 4, 2018, (w) if such twenty (20) consecutive business day period has not ended on or prior to December 14, 2018, then such twenty (20) consecutive business day period shall not commence prior to January 2, 2019, (x) May 27, 2019 shall be excluded as a business day for such purposes, (y) July 4, 2019 through July 5, 2019 shall be excluded as a business day for such purposes and (z) if such twenty (20) consecutive business day period has not ended on or prior to August 16, 2019, then such twenty (20) consecutive business day period shall not commence prior to September 3, 2019.

“Material Adverse Effect” on Sprint orT-Mobile means any fact, circumstance, effect, change, event or development (each, an “Effect”) that has had, or would reasonably be expected to have, individually or in the aggregate with all other Effects, a material adverse effect on the business, assets, financial condition or results of operations of Sprint and its subsidiaries, orT-Mobile and its subsidiaries, as applicable, in each case taken as a whole, respectively, excluding any Effect to the extent that it results from or arises out of (A) general economic or political conditions or securities, credit, financial or other capital markets conditions in the United States or in any foreign jurisdiction, (B) any failure, in and of itself, by Sprint orT-Mobile to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect on Sprint orT-Mobile, respectively, unless otherwise excluded in this definition of “Material Adverse Effect”), (C) the execution and delivery of this Agreement or the public announcement or pendency of the Merger Transactions or any of the other transactions contemplated by this Agreement, including any litigation resulting or arising therefrom or with respect thereto (except that this clause (C) shall not apply with respect to the representations or warranties inSection 4.1(b)(ii) andSection 4.1(b)(iii), in the case of Sprint, andSection 4.2(b)(ii) andSection 4.2(b)(iii), the case ofT-Mobile), (D) any change, in and of itself, in the market price or trading volume of the securities of Sprint orT-Mobile, respectively (it being understood that the facts or occurrences giving rise to or contributing to such change may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect on Sprint orT-Mobile, respectively, unless otherwise excluded in this definition of “Material Adverse Effect”), (E) any change after the date hereof in applicable Law, regulation or GAAP (or authoritative interpretation thereof), (F) geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism, (G) any hurricane, tornado, flood, earthquake or other natural disaster, (H) any changes, including in credit ratings or credit outlook, generally affecting the industry in which Sprint orT-Mobile operates, or (I) any action taken by a party hereto pursuant to the express written direction of another party hereto, where the authority of the second party to direct the first party is granted by this Agreement;provided, that the exclusions in clauses (A), (E), (F), (G) and (H) shall not apply to the extent the Effects set forth therein have a disproportionate impact on Sprint and its subsidiaries, orT-Mobile and its subsidiaries, as applicable, relative to other participants in the industry in which Sprint andT-Mobile and their respective subsidiaries operate.

“Merger Transactions” means (a) if the Revised Structure Notice has not been delivered in accordance withSection 1.1, the Merger and the SoftBank US Mergers, and (b) if the Revised Structure Notice has been delivered in accordance withSection 1.1, the Merger.

“Multiemployer Plan” means any plan that is a multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA.

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“Multiple Employer Plan” means any plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA.

“Permitted Liens” means all Liens specifically reflected, reserved against or disclosed in any Sprint Filed SEC Documents orT-Mobile Filed SEC Documents, as applicable, together with the following (without duplication): (a) Liens imposed by law, such as mechanics and materialmen Liens or other common law or statutory Liens arising or incurred in the ordinary course of business consistent with past practice and that are not material in amount or effect on the business of Sprint and its subsidiaries orT-Mobile and its subsidiaries, as applicable, in each case taken as a whole, (b) Liens for Taxes that are (x) not yet delinquent or (y) being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been established in accordance with GAAP in the Sprint Financial Statements or theT-Mobile Financial Statements, as applicable, (c) Liens securing judgments for the payment of money so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period in which such proceedings may be initiated has not expired, (d) with respect to real property, minor encumbrances, easements or reservations of, or rights of others for, licenses,rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes (including, for the avoidance of doubt, operating agreements), matters disclosed by a current survey, or zoning or other restrictions as to the use of the affected real property, in each case that do not in the aggregate materially adversely affect the value of the property or materially impair its use for the purpose for which the property is currently being used, (e) with respect to leased property, all liens, charges and encumbrances existing on the date of the applicable lease, and all mortgages and deeds of trust now or hereafter placed on the leased property by the third-party landlord, (f) Liens arising from licenses of Intellectual Property to customers or suppliers in their capacities as such in the ordinary course of business consistent with past practice, and (g) Liens required under the Indebtedness of Sprint or its subsidiaries andT-Mobile or its subsidiaries, as applicable, in existence as of the date hereof and delivered or made available toT-Mobile or Sprint, respectively, prior to the date hereof, or incurred as expressly permitted under this Agreement, in each case as security for such Indebtedness.

“person” means a natural person, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

“Personal Data” means any information about an individual that, alone or in combination with other information, could be used to identify such individual, including: (a) a natural person’s name, street address, telephone number, email address, photograph, social security number, social insurance number or tax identification number, driver’s license number, passport number, credit card number, bank information, customer or account number, biometric identifier or any other piece of information that allows the identification of, or contact with, a natural person, and (b) any (i) persistent identifier, such as IP address or machine I.D. associated with an individual, (ii) Protected Health Information (as such term is defined in the Health Insurance Portability and Accountability Act of 1996, as amended) or (iii) Nonpublic Personal Information (as such term is defined in the Gramm-Leach-Bliley Act, as amended). “Personal Data” also includes any information not listed above if such information is defined as “personal data,” “personally identifiable information,” “individually identifiable health information,” “protected health information,” or “personal information” under any applicable Law.

“Post-Closing Tax Period” means (i) any taxable period beginning after the Closing Date and (ii) the portion of any Straddle Period beginning immediately after the Closing Date and ending at the close of the last day of the Straddle Period.

“Pre-Closing Tax Period” means (i) any taxable period ending on or before the close of the Closing Date and (ii) the portion of any Straddle Period beginning on the first day of such Straddle Period and ending at the close of the Closing Date.

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“Required Information” means all financial statements, financial data, audit reports and other information regarding Sprint and its Subsidiaries which is:

(i) of the type required by RegulationS-X and RegulationS-K under the Securities Act for a registered public offering; or

(ii) of the type and form customarily included in prospectuses for registered debt securities under the Securities Act;

it being understood and agreed that such information shall not include pro forma financial information or projections, which shall be the responsibility ofT-Mobile (without waiver of the obligations of Sprint under Section 6.17).

“SoftBank Sprint Warrant” means the Warrant to Purchase Shares of Common Stock of Sprint Corporation, dated July 10, 2013 and issued to Starburst.

“Specified Counsel” means (i) in the case ofT-Mobile, Wachtell, Lipton, Rosen & Katz;provided that, if Wachtell, Lipton, Rosen & Katz is unable to deliver the opinion contemplated bySection 7.2(e), thenT-Mobile shall use its reasonable best efforts to select another nationally recognized legal counsel reasonably satisfactory toT-Mobile to deliver the opinion contemplated bySection 7.2(e) (and, ifT-Mobile selects such counsel, then such counsel shall be the Specified Counsel ofT-Mobile for purposes ofSection 7.2(e)), and (ii) in the case of Sprint, Morrison & Foerster LLP.

“Sprint Benefit Plan” means each employee or director benefit plan, arrangement or agreement, whether or not written, including any employee welfare benefit plan within the meaning of Section 3(1) of ERISA (whether or not such plan is subject to ERISA), any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock or stock-based, severance, retention, employment, change of control or fringe benefit plan, program or agreement that is or has been sponsored, maintained or contributed to by Sprint or any of its subsidiaries or which Sprint or any of its subsidiaries is obligated to sponsor, maintain or contribute to, or with respect to which Sprint would reasonably be expected to have any liability, but excluding any Multiemployer Plan.

“Sprint Equity Plans” means the Sprint Amended and Restated 2015 Omnibus Incentive Plan, the Sprint 2007 Omnibus Incentive Plan, the Sprint 1997 Long-Term Incentive Plan and the Sprint ESPP.

“Sprint Option” means an option to purchase shares of Sprint Common Stock, other than an option pursuant to the Sprint ESPP.

“Sprint PSU Award” means an award of restricted stock units in respect of shares of Sprint Common Stock whose vesting is conditioned in whole or part on the satisfaction of performance criteria.

“Sprint RSU Award” means an award of restricted stock units in respect of shares of Sprint Common Stock whose vesting is not conditioned in any part on the satisfaction of performance criteria.

“Sprint Stockholder Approval” means the adoption of this Agreement by the affirmative vote of, or the execution and delivery to Sprint of a written consent by, the holders of a majority of the outstanding shares of Sprint Common Stock entitled to vote thereon.

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“Sprint TIA Award” means a Sprint PSU Award with performance vesting based on the volume-weighted average price of Sprint Common Stock.

“Sprint Warrants” means theNon-SoftBank Sprint Warrant and the SoftBank Sprint Warrant.

“Straddle Period” means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

“subsidiary” means, with respect to any person, any person with respect to which such first person directly or indirectly owns or purports to own, beneficially or of record, (a) an amount of voting securities or other interests in such second person that is sufficient to enable such first person to elect at least a majority of the members of such second person’s board of directors or comparable governing body or (b) at least 50% of the outstanding equity, voting or financial interests in such second person.

“Tax Attribute” means a net operating loss, net capital loss, Tax credit, or any other Tax item that could reduce a Tax.

“Tax Return” means any return, declaration, statement, claim for refund, election, estimate, report, form and information return relating to Taxes filed or required to be filed with any Taxing Authority, including any schedules or amendments thereto.

“Taxes” means all taxes, charges, levies or other like assessments imposed by any Governmental Entity, including any income, gross receipts, license, severance, occupation, premium, environmental, customs, duties, profits, disability, alternative oradd-on minimum, estimated, withholding, payroll, employment, unemployment insurance, social security (or similar), excise, sales, use, value-added, occupancy, franchise, real property, personal property, intangible property, business and occupation, mercantile, windfall profits, capital stock, stamp, transfer, workmen’s compensation or other taxes, charges, levies or other like assessments of any kind whatsoever, together with any interest, penalties, additions to tax or additional amounts imposed by any Governmental Entity, whether disputed or not.

“Taxing Authority” means any Governmental Entity responsible for the administration of Taxes.

“T-Mobile Benefit Plan” means each employee or director benefit plan, arrangement or agreement, whether or not written, including any employee welfare benefit plan within the meaning of Section 3(1) of ERISA (whether or not such plan is subject to ERISA), any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock or stock-based, severance, retention, employment, change of control or fringe benefit plan, program or agreement that is or has been sponsored, maintained or contributed to byT-Mobile or any of its subsidiaries or whichT-Mobile or any of its subsidiaries is obligated to sponsor, maintain or contribute to, or otherwise has any liability, but excluding any Multiemployer Plan.

“T-Mobile Charter Amendment” means the amendment and restatement of theT-Mobile Certificate of Incorporation in its entirety to be in the form attached hereto asExhibit A.

“T-Mobile Charter Amendment Approval” means the approval of theT-Mobile Charter Amendment by the affirmative vote of the holders of, or the execution and delivery toT-Mobile of a written consent by, a majority of the outstanding shares ofT-Mobile Common Stock entitled to vote thereon.

“T-Mobile Equity Award” means aT-Mobile Option,T-Mobile RSU Award orT-Mobile PSU Award.

“T-Mobile ESPP” means the T-Mobile 2014 Employee Stock Purchase Plan.

“T-Mobile Option” means an option to purchase shares ofT-Mobile Common Stock, other than with respect to an option pursuant to theT-Mobile ESPP.

“T-Mobile PSU Award” means an award of restricted stock units in respect of shares ofT-Mobile Common Stock whose vesting is conditioned in whole or part on the satisfaction of performance criteria.

“T-Mobile RSU Award” means an award of restricted stock units in respect of shares ofT-Mobile Common Stock whose vesting is not conditioned in any part on the satisfaction of performance criteria.

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“T-Mobile Share Issuance” means the issuance of shares ofT-Mobile Common Stock to the holders of (a) shares of Sprint Common Stock as of immediately prior to the Effective Time in accordance with the terms of this Agreement and (b) if the SoftBank US Mergers are consummated, shares of Starburst Common Stock and Galaxy Common Stock as of immediately prior to the SoftBank US Mergers Effective Time in accordance with the terms of this Agreement.

“T-Mobile Share Issuance Approval” means the approval of theT-Mobile Share Issuance by the affirmative vote of the holders of, or the execution and delivery toT-Mobile of a written consent by, a majority of the outstanding shares ofT-Mobile Common Stock entitled to vote thereon.

“T-Mobile Stockholder Approval” means, collectively, theT-Mobile Share Issuance Approval and theT-Mobile Charter Amendment Approval.

“Willful Breach” means a material breach or failure to perform that is the consequence of an act or omission of a party with the knowledge that such act or omission would, or would be reasonably expected to, cause a material breach of this Agreement.

Section 10.4.Interpretation. When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement, unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined, or except as otherwise provided, therein. Words in this Agreement describing the singular number shall be deemed to include the plural and vice versa, and words in this Agreement denoting any gender shall be deemed to include all genders. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein shall mean such agreement, instrument or statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a person are also to its permitted successors and assigns. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Except with respect toSection 6.8, whenever a consent or approval of Sprint orT-Mobile is required under this Agreement, such consent or approval may be executed and delivered only in writing and only by an executive officer of such party.

Section 10.5.Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties.

Section 10.6.Entire Agreement; No Third-Party Beneficiaries; No Additional Representations. This Agreement (including the documents, exhibits, schedules and instruments referred to herein), taken together with the Confidentiality Agreement and the Roaming Agreement, (i) constitutes the entire agreement among the parties hereto, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the Merger Transactions and the other transactions contemplated by this Agreement and (ii) except for the provisions ofSection 6.6, is not intended to confer upon any person other than the parties any rights or remedies.

Section 10.7.GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER ANY APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

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Section 10.8.WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THISSECTION 10.8.

Section 10.9.Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Any purported assignment in violation of the preceding sentence shall be void. Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section 10.10.Specific Enforcement. The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, subject toSection 8.2(c), the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any court referred to inSection 10.11, without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with any such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, or to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.

Section 10.11.Jurisdiction. In any action between the parties arising out of or relating to this Agreement or any of the transactions contemplated hereby, each of the parties (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court, and (c) agrees that it will not bring any such action in any court other than the Court of Chancery for the State of Delaware in and for New Castle County, Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in the State of Delaware, and appellate courts thereof, or, if (and only if) each of such Court of Chancery for the State of Delaware and such federal court finds it lacks subject matter jurisdiction, any state court within the State of Delaware. Service of process, summons, notice or document to any party’s address and in the manner set forth inSection 10.2 shall be effective service of process for any such action.

Section 10.12.Headings, etc. The headings, table of contents and index of defined terms contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 10.13.Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as either the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party or such party waives its rights

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under thisSection 10.13 with respect thereto. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 10.14.Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims ofT-Mobile and/or any of its subsidiaries under and pursuant to the Commitment Letter or the definitive agreement entered into with respect to the Financing, Sprint on behalf of itself, its Subsidiaries and each of its controlled Affiliates hereby: (a) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Parties, arising out of or relating to, this Agreement, the Commitment Letter, the Financing or the definitive agreements entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, (b) agrees that any such Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Commitment Letter or other applicable definitive document relating to the Financing, (c) agrees not to bring or support or permit any of its affiliates to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Party in any way arising out of or relating to, this Agreement, the Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon Sprint, its Subsidiaries or its controlled affiliates in any such Action shall be effective if notice is given in accordance with Section 10.14, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Action brought against the Financing Parties in any way arising out of or relating to, this Agreement, the Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Parties will have any liability to Sprint or any of its subsidiaries or any of their respective affiliates or Representatives relating to or arising out of this Agreement, the Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.14 and such provisions and (i) agrees that the provisions in this Section 10.14 and the definition of “Financing Parties” shall not be amended in any way adverse to the Financing Parties without the prior written consent of the Financing Entities.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.


T-MOBILE US, INC.

By:		/s/ John J. Legere
		Name: John J. Legere
		Title: President and Chief Executive Officer