Sprint Corporation (NYSE:S), today announced the early tender
results and upsizing of the previously announced tender offers (the
“Tender Offers”) by its wholly-owned subsidiary, Sprint
Communications, Inc. (the “Company”), for the Company’s 9.000%
Guaranteed Notes due 2018 (the “2018 Notes”) and the Company’s
8.375% Notes due 2017 (the “2017 Notes” and, together with the 2018
Notes, the “Notes”). The Company has amended the terms of the
Tender Offers to increase the combined aggregate principal amount
of Notes subject to the Tender Offers (the “Aggregate Maximum
Amount”) from $1,000,000,000 to $1,700,000,000 and to increase the
aggregate principal amount acceptance sublimit applicable to the
2018 Notes (the “2018 Notes Sublimit”) from $500,000,000 to
$1,200,000,000.
The aggregate principal amount of 2018 Notes and 2017 Notes that
were validly tendered and not validly withdrawn as of 5:00 p.m.,
New York City time, on May 22, 2017 (the “Early Tender Date”) and
the aggregate principal amount of each series of Notes that are,
subject to the satisfaction of customary conditions, expected to be
accepted for purchase by the Company on May 23, 2017 are specified
in the table below.
Title of Notes CUSIP/ISIN numbers Aggregate
principal amount outstanding Acceptance Priority Level
Acceptance Sublimit (as Amended) Principal Amount
Tendered Principal Amount Expected to be Accepted on the
Early Tender Date 9.000% Guaranteed Notes due 2018
852061 AK6 / US852061AK63
U84691 AB7 / USU84691AB73
$3,000,000,000 1 $1,200,000,000 $1,907,300,000 $1,199,980,000
8.375% Notes due 2017 852061 AF7 / US852061AF78
$1,300,000,000 2 None $387,563,000 $387,563,000
It is expected that, because the aggregate principal amount of
the 2018 Notes validly tendered and not validly withdrawn prior to
the Early Tender Date exceeds the 2018 Notes Sublimit, as amended
as described above, no additional 2018 Notes tendered after the
Early Tender Date will be accepted for purchase and 2018 Notes not
accepted, including 2018 Notes not accepted because of proration,
will be returned promptly.
For any 2017 Notes that are validly tendered after the Early
Tender Date and at or prior to 11:59 P.M., New York City time, on
June 6, 2017 (the “Expiration Date”) settlement, subject to pro
ration, will occur on the Final Settlement Date, which is expected
to be on June 7, 2017. Holders tendering 2017 Notes after the Early
Tender Date will only receive the Tender Offer Consideration of
$985.70. As of the Early Tender Date, an aggregate principal amount
of $112,457,000 of the 2017 Notes remain available to be purchased
in the Tender Offer for the 2017 Notes pursuant to the Aggregate
Maximum Amount. Any 2017 Notes tendered after the Early Tender Date
and not accepted, including 2017 Notes not accepted because of
proration, will be returned promptly.
Full details of the terms and conditions of the Tender Offers
are described in the Company’s Offer to Purchase, dated May 9, 2017
(as amended hereby, the “Offer to Purchase”), and the related
Letter of Transmittal, which have been sent by the Company to
holders of the Notes. Holders of the Notes are encouraged to
carefully read these documents, as they contain important
information regarding the Tender Offers.
The Tender Offers are subject to the satisfaction or waiver of
certain conditions to the Tender Offers set forth in the Offer to
Purchase.
The Company has retained J.P. Morgan Securities LLC and
Citigroup Global Markets Inc. to act as the dealer managers for the
Tender Offers and Ipreo LLC as the Tender Agent and Information
Agent for the Tender Offers. Questions regarding the Tender Offers
may be directed to J.P. Morgan Securities LLC at (866) 834-4666
(toll-free) and Citigroup Global Markets Inc. at (800) 558-3745
(toll-free), or Ipreo LLC at (212) 849-3880 (collect), (888)
593-9546 (toll-free) or email tenderoffer@ipreo.com. Requests for
additional copies of this Offer to Purchase or the Letter of
Transmittal should be directed to the Information Agent at the
phone number above.
None of Sprint Corporation, its subsidiaries (including the
Company), its board of directors, its employees, the dealer
managers, the tender agent and information agent or the trustee
with respect to the Notes is making any recommendation as to
whether holders should tender any Notes in response to the Tender
Offers. Holders must make their own decisions as to whether to
participate in the Tender Offers, and, if so, the principal amount
of Notes to tender.
The Tender Offers are only being made pursuant to the Offer to
Purchase and the related Letter of Transmittal. This press release
is neither an offer to purchase nor a solicitation of an offer to
sell any Notes in the Tender Offer. The Tender Offers are not being
made to, nor will Notes be accepted for purchase from or on behalf
of, holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities
or other laws of such jurisdiction. In any jurisdiction in which
the Tender Offers are required to be made by a licensed broker or
dealer, the Tender Offers will be deemed to be made on behalf of
the Company by one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
About Sprint
Sprint is a communications services company that creates more
and better ways to connect its customers to the things they care
about most. Sprint served 59.7 million connections as of March 31,
2017 and is widely recognized for developing, engineering and
deploying innovative technologies, including the first wireless 4G
service from a national carrier in the United States; leading
no-contract brands including Virgin Mobile USA, Boost Mobile, and
Assurance Wireless; instant national and international push-to-talk
capabilities; and a global Tier 1 Internet backbone. Sprint has
been named to the Dow Jones Sustainability Index (DJSI) North
America for the past five years.
Forward-Looking Statements
This press release contains forward-looking statements regarding
future events that involve risks and uncertainties, including
statements related to the expected settlement date of the Tender
Offers. These forward-looking statements are subject to a number of
risks and uncertainties that could cause actual results to differ
materially, including the risks related to the acceptance of any
tendered Notes, the expiration and settlement of the Tender Offers,
the satisfaction of conditions to the Tender Offers, whether the
Tender Offers will be consummated in accordance with the terms set
forth in the Offer to Purchase or at all and the timing of any of
the foregoing as well as other risks and uncertainties identified
in our most recent Form 10-K and Form 10-Q filed with the
Securities and Exchange Commission. The forward-looking statements
speak only as of the date they were made and undue reliance should
not be placed on these statements. The Company disclaims any
obligation to update any forward-looking statements as a result of
new information, future events or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20170523005608/en/
SprintMedia Contact:Dave Tovardavid.tovar@sprint.comorInvestor
Contact:Jud Henryinvestor.relations@sprint.com
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