Filed by Sprint Corporation
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Sprint Corporation
Commission File No.:
001-04721
The following communication was made available by Marcelo Claure, Executive Chairman of Sprint, on Twitter:
Tweet:
YES! The merger between @Sprint & @TMobile will allow us to save $$$ where it counts, so we can invest nearly $40B in the best
nationwide #5G network & services. #5GForAll [investor info: sprint.co/2JYUA8d ]
https://www.washingtonexaminer.com/business/t-mobile-seeks-fcc-approval-for-sprint-deal-after-at-t-time-warner-merger:
T-Mobile
seeks FCC approval for Sprint deal after
AT&T’s antitrust win
by Joe Williams
June 19, 2018 12:22 PM
A combined
T-Mobile
and Sprint will lower costs for consumers and accelerate the development of fifth-generation wireless technology, the companies argued in a request this week for the Federal Communications Commission to
approve their merger.
The two firms are doubling down on broadband as other Internet providers push into the content industry through acquisitions. A
federal judge recently approved a $85 billion deal between AT&T and Time Warner, while Comcast submitted a counter-offer for 21st Century Fox assets that Disney had agreed to buy.
T-Mobile
and Sprint say their combination, which is also under review by the Justice Department’s antitrust
division, will force competitors like AT&T and Verizon Wireless to lower their prices. They argue the merger will also allow the new company to invest heavily in creating the infrastructure to support faster internet speeds; the companies
previously committed to spending $40 billion on 5G networks over the next three years.
“The combination of the two companies will generate
enormous cost savings,” including about $43.6 billion from combined operations and staffs, the firms said, and enable them to compete more effectively with larger rivals.
In the filing, Sprint says its share in the mobile wireless service dropped to 13.4 percent in 2016, down from 15.5 percent in 2013.
“Sprint’s loss of subscribers has steadily dwindled the base of customers across which it could distribute costs, exacerbating its scale
disadvantages compared to larger competitors,” according to the filing.
Sprint said its “historically poor perceived network performance and
other challenges” have resulted in customer churn that will make it difficult to “attract and retain customers as a standalone company.” Service revenue at the Overland Park, Kan.-based provider dropped 25 percent in the past
five years, and it currently has $32 billion in debt, which Sprint says makes it “the most highly leveraged company in the S&P 500.”
T-Mobile
had a 15.4 percent of the mobile wireless market in 2016 and currently serves roughly 72.6 million customers.
Tweet:
Maverick …UnCarrier… Disrupter… call it whatever you want. Combining
@Sprint & @TMobile keeps competition fierce and @ATT & @Verizon on their toes. Time to cut the cord. #5GForAll [investor info: sprint.co/2IfYOTp ]
https://www.ft.com/content/3dba2f38-73d4-11e8-b6ad-3823e4384287:
‘New
T-Mobile’
begins battle to win FCC approval for Sprint merger
Nic Fildes – June 19, 2018
The battle to merge the third and fourth largest mobile phone companies in the US has begun in earnest after “New
T-Mobile”
filed its public interest statement with the Federal Communications Commission.
The filing is
based on the argument that the merger would be good for consumers as it would allow the combined business to invest $40bn in network improvements and become a leader in new 5G networks creating thousands of jobs. It said that would allow more
Americans to ‘cut the cord’ with cable companies and improve rural coverage.
“T-Mobile
and Sprint
are merging to beat Verizon and AT&T, not to be like them,” the filing stated.
Deutsche Telekom-controlled
T-Mobile
finally struck an agreement to merge with Sprint, the struggling mobile player owned by SoftBank, in April with the German company securing the control it needed to try to get the deal past
regulators.
Clearance from the FCC is key in getting the merger, which was agreed before AT&T’s takeover of Time Warner was ratified by a US
judge last week, is crucial. The FCC played a role in derailing AT&T’s takeover of
T-Mobile
USA earlier this decade and is likely to take a deep look at the impact of the merger on competition. The
deal will also face opposition from consumer groups that are concerned that lower-cost
sub-brands
and virtual networks that benefit from the competition between Sprint and
T-Mobile
could be harmed by the merger.
The company’s filing hammered home the point that the wireless
sector is getting more competitive and that the deal should not be solely viewed against established rivals Verizon and AT&T. “Many significant companies, particularly Comcast and Charter, but also DISH, TracFone, and Google, have
successfully entered or are on the verge of entering the wireless market, demonstrating the intensity of current competition in the sector,” it said.
John Legere, chief executive of
T-Mobile,
said the company would keep
prices low if the merger is approved as it perseveres with its ‘Uncarrier’ model. “ When it comes to changing how the wireless industry operates, we’re only getting started,” he said. The filing even states that New
T-Mobile
will remain a “maverick” operator.
Important Additional Information
In connection with the proposed transaction,
T-Mobile
US, Inc.
(“T-Mobile”)T-Mobile
will file a registration statement on Form
S-4,
which will contain a joint consent solicitation statement of
T-Mobile
and Sprint Corporation (“Sprint”), that also constitutes a prospectus of
T-Mobile
(the “joint consent solicitation statement/prospectus”), and
each party will file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. When final, a definitive copy of the joint consent solicitation statement/prospectus will be sent to
T-Mobile
and Sprint stockholders.
Investors and security holders will be able to obtain the registration statement and the joint consent solicitation statement/prospectus free of charge from the SEC’s website or from
T-Mobile
or Sprint.
The documents filed by
T-Mobile
with the SEC may be obtained free of charge at
T-Mobile’s
website, at
www.t-mobile.com
, or at the SEC’s website, at
www.sec.gov
. These documents may also be obtained free of charge from
T-Mobile
by requesting them by
mail at
T-Mobile
US, Inc., Investor Relations, 1 Park Avenue, 14th Floor, New York, NY 10016, or by telephone at
212-358-3210.
The documents filed by Sprint with the SEC may be obtained free of charge at Sprint’s website, at
www.sprint.com
, or at the SEC’s website, at
www.sec.gov
. These documents may also be obtained free of charge from Sprint by
requesting them by mail at Sprint Corporation, Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B679, Overland Park, Kansas 66251, or by telephone at
913-794-1091.
Participants in the Solicitation
T-Mobile
and Sprint and their respective directors and executive officers and other members of management and employees
may be deemed to be participants in the solicitation of consents in respect of the proposed transaction. Information about
T-Mobile’s
directors and executive officers is available in
T-Mobile’s
proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprint’s directors and executive officers is available in Sprint’s proxy statement
dated June 19, 2017, for its 2017 Annual Meeting of Stockholders, and Sprint’s Current Reports on Form
8-K,
filed with the SEC on January 4, 2018 and January 17, 2018. Other information
regarding the participants in the consent solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint consent solicitation statement/prospectus and other relevant materials
to be filed with the SEC regarding the acquisition when they become available. Investors should read the joint consent solicitation statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may
obtain free copies of these documents from
T-Mobile
or Sprint as indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statements concerning
T-Mobile,
Sprint and the proposed transaction
between
T-Mobile
and Sprint. All statements other than statements of fact, including information concerning future results, are forward-looking statements. These forward-looking statements are generally
identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Such forward-looking statements include, but are not
limited to, statements about the benefits of the proposed transaction, including anticipated future financial and operating results, synergies, accretion and growth rates,
T-Mobile’s,
Sprint’s and
the combined company’s plans, objectives, expectations and intentions, and the expected timing of completion of the proposed transaction. There are several factors which could cause actual plans and results to differ materially from those
expressed or implied in forward-looking statements. Such factors include, but are not limited to, the failure to obtain, or delays in obtaining, required regulatory approvals, and the risk that such approvals may result in the imposition of
conditions that could adversely affect the combined company or the expected benefits of the proposed transaction, or the failure to satisfy any of the other conditions to the proposed transaction on a timely basis or at all; the occurrence of events
that may give rise to a right of one or both of the parties to terminate the business combination agreement; adverse effects on the market price of
T-Mobile’s
or Sprint’s common stock and on
T-Mobile’s
or Sprint’s operating results because of a failure to complete the proposed transaction in the anticipated timeframe or at all; inability to obtain the financing contemplated to be obtained in
connection with the proposed transaction on the expected terms or timing or at all; the ability of
T-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 of
T-Mobile’s
or Sprint’s debt securities or adverse conditions in the credit markets; negative effects of
the announcement, pendency or consummation of the transaction on the market price of
T-Mobile’s
or Sprint’s common stock and on
T-Mobile’s
or
Sprint’s operating results, including as a result of changes in key customer, supplier, employee or other business relationships; significant transaction costs, including financing costs, and unknown liabilities; failure to realize the expected
benefits and synergies of the proposed transaction in the expected timeframes or at all; costs or difficulties related to the integration of Sprint’s network and operations into
T-Mobile;
the risk of
litigation or regulatory actions; the inability of
T-Mobile,
Sprint or the combined company to retain and hire key personnel; the risk that certain contractual restrictions contained in the business
combination agreement during the pendency of the proposed transaction could adversely affect
T-Mobile’s
or Sprint’s ability to pursue business opportunities or strategic transactions; effects of
changes in the regulatory environment in which
T-Mobile
and Sprint operate; changes in global, political, economic, business, competitive and market conditions; changes in tax and other laws and regulations;
and other risks and uncertainties detailed in Sprint’s Annual Report on Form
10-K
for the fiscal year ended March 31, 2017 and in its subsequent reports on Form
10-Q,
including in the sections thereof captioned “Risk Factors” and “MD&A – Forward-Looking Statements,” as well as in its subsequent reports on Form
8-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, persons reading this communication are cautioned not to place undue reliance on such
forward-looking statements. Sprint assumes no obligation to update or revise the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law.
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