And then lastly, just for Mike, just on the Sprint subscriber base, when you look at that base, how does it
differ from T-Mobile? Does it change your go-to-market strategy at all as you try to integrate the two customer bases? Thanks.
Yeah. Let me take the first question. Its sort of a no-brainer for me. Two great companies are coming together and they
have two fantastic headquarters locations, two amazing communities for people to work, two great labor forces, and two great places to attract more talent. So its a complete no-brainer that this company will be anchored around two major
headquarters locations, the energy and the talent of the people there.
And again, as weve gotten to know the two companies, certainly Seattle is
known as a great place to live and work. Headquarters of Sprint is a fantastic place that weve seen to attract talent, place to live. And so, core to this company is going to be both locations anchored with the teams that are there. So, I
couldnt be more emphatic about that.
There was a question the second question about the two customer bases. Yeah. This is really an exciting opportunity for
us. I mean, essentially, as I said in my remarks, first of all, 20 million of the Sprint customers already have handsets that are completely compatible with the T-Mobile network. So, the task of bringing these two networks together is made
simpler by the fact that technology has advanced in recent years, including every single recent iPhone from the last few years being completely compatible with each others networks huge opportunities for us.
The Sprint customer base has a higher ARPU than T-Mobile. It has a different profile in many ways. And I think as we bring these two customer bases together
and serve them with an unprecedented network capability, theyre just going to be very appreciative. And were planning on seeing over the years, because of these unprecedented network capabilities, churn rates in both customer bases fall
in the years to come and thats an exciting opportunity as well.
Sorry. Just a follow-up, Mike. Im thinking about like the customers that may have been attracted to Sprint on like the
free deal, does that cohort concern you at all as you think about integrating the bases? Obviously, it will be over by the time this deal is closed, but just the kind of customers that have been attracted to that type of offering.
The short answer is no. And you might not be surprised, this was a subject of quite a bit of discussion in our diligence. And
if anything, we see upside there. This is something that we learned a lot by listening to the team during diligence. And I came to the conclusion, among other things, that the CRM capabilities on the Sprint side are super-impressive. The ability to
understand every customer, the experience theyre having, and make sure that they remain on an offer thats appropriate to them is something thats gotten Sprint this far. And Id love to learn more about it, but we were very
impressed with those set of capabilities.
And as we got the last question, I would say on that point, part of your question was those kinds of customers, and I would
say, those kinds of customers that Sprint has are the same kinds of customers that have been attracted to T-Mobile, somebody looking for a competitive alternative at a good price and value proposition. And well certainly find that
therell be a great integration of them as well as we assume significant amounts of customers from the duopoly.
Now, Im going to say this.
Were going to go to the last question. I do want to acknowledge, there are a huge number of questions we didnt get to on social and on the call. I apologize for that. We are going to use all the input thats coming on social as a
way to really kind of deep-dive on the questions that people have. But we are going to go to the last question on the call since it is Sunday afternoon. Operator?
Yes. Thanks, guys. Its really an exciting combination and a lot of potential. Two quick questions from me. Braxton, you
had mentioned obviously no dividend or stock buybacks while were going through this. Youd also in the past mentioned that you might be interested in tuck-in acquisitions. I assume it becomes the major focus in any tuck-ins are probably
off the table?
Yeah. So, it kind of gets to the question that came up earlier. The slide that we have taking the leverage to zero is just
really aspirational. What you need to think about is weve got a fully funded business plan. And once we get through the cost to achieve, unlock the synergies and with the scale benefits, were going to have massive flexibility to invest
in adjacencies, new businesses, look at our shareholder return policies, et cetera. So, the short-term number one job is the network and getting the network done and putting our great companies together, and the optionality is going to be wonderful
going forward.
And I guess, Braxton, as we wrap up, listen, if you look at the reason were doing this, whats going to be created,
what the pre-cursor customer requirements are that were moving towards, and then you look at obviously we attack this, we get approval, we go through the integration, you saw the financials that have resulted. Two things are clear.
Those financials will allow us to continue to do things to broaden what customers want, and customers requirements will continue to change.
So, the
organic and inorganic evolution of this new company, once put together, is going to continue. So, I dont want to start stating the future as to whats going on. But if you think that these two companies will successfully come together and
thats the end, its certainly not the plan or the expectation that we have. Ill focus on getting it approved and integrating and then continuing to create what customers want and need in the United States.
John J. Legere
All right. Is there some summary gratitude were going to say here or we just operator, thank you for your
patience. Everybody, thanks for joining us. This is clearly just the start of a long conversation that were going to have about why this is great.
Thank you, John, and thanks to the Sprint team and the T-Mobile team. It has been remarkable to work along the last few weeks together and putting this deal
together on the day that we committed to put it together. Its been a lot of hard work, but now phase 2 begins. Were just getting the regulatory approval, which we feel very confident, and then the fun part, which is the integration and
all the synergies that were going to put together.
Im going to repeat what I said, the reason why us at SoftBank and Sprint are so excited is
that there are very few mergers in history that youre actually going to go build the worlds best product, youre going to create new jobs, and youre going to offer lower prices for consumers, so thank you.
John J. Legere
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Corrected Transcript
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T-Mobile US, Inc. and Sprint Corporation Merger
Call
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Disclaimer
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Disclaimer:
Important Additional Information
In connection with the
proposed transaction,
T-Mobile
US, Inc.
(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 U.S. Securities and Exchange Commission (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 SECs website or from
T-Mobile
or Sprint. The documents filed by
T-Mobile
with the SEC may be obtained free of charge at
T-Mobiles
website, at
www.t-mobile.com,
or at the SECs 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 Sprints website, at www.sprint.com, or at the SECs 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-Mobiles
directors and executive officers is available in
T-Mobiles
proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprints directors and executive officers is available in Sprints proxy statement
dated June 19, 2017, for its 2017 Annual Meeting of Stockholders, and in Sprints subsequent 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-Mobiles,
Sprints and
the combined companys 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-Mobiles
or Sprints common stock and on
T-Mobiles
or Sprints 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-Mobiles
or Sprints 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-Mobiles
or Sprints common stock and on
T-Mobiles
or
Sprints 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 Sprints 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-Mobiles
or Sprints 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
T-Mobiles
Annual Report on Form
10-K
for the fiscal year ended December 31, 2017 and in its subsequent reports
on Form
10-Q,
including in the sections thereof captioned Risk Factors and Cautionary Statement Regarding 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.t-mobile.com,
and in Sprints 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.
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.
[Graphic Appears Here] PROJECT LAKES EQUITY STORY SCRIPT (Slide-by-Slide) PRIVILEGED AND CONFIDENTIALATTORNEY CLIENT WORK PRODUCT
FINAL Script Graphics (Slide 1-2) Janice Kapner Disclaimer During this call, the Companies will make forward-looking statements that include, but are not limited to, statements about the benefits of the proposed transaction, including future
financial and operating results, the combined company?s plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of the
Companies and are subject to significant risks and uncertainties outside of our control. In addition, in connection with the proposed transaction, T-Mobile will file with the SEC a joint consent solicitation statement/prospectus that will contain
important information about the Companies, the transaction and related matters. Joining me on the call today are a number of folks you all know well. From Sprint we have Marcelo Claure, Michel Combes and John Saw. And from T-Mobile we have John
Legere, Mike Sievert, Braxton Carter and Neville Ray. Let me now turn it over to John Legere and Marcelo Claure. Go ahead gentlemen! (Slide 3) John Legere o Hello everyone! o Thank you all for joining on such short notice and on a weekend. o I?m
joined on this call by Marcelo Claure and members of our respective management teams. o Today?s call is about what has become the worst kept secret out there! o Over the past couple of days, the rumor mill has been on overdrive! o A few minutes ago,
we announced some BIG NEWS!!! o As you?ve heard, T-Mobile and Sprint have reached a definitive agreement to come together and form a larger, stronger competitor that will deliver for consumers! Marcelo Claure o Thanks John, and I?m glad to be here
today. o We have come to know each other well over these past few months and I have to say that the shared enthusiasm of our teams has only
reaffirmed my belief that this combination will create a truly unique consumer focused company at such a pivotal time. o As you all
know, Sprint and T-Mobile have done an amazing job acquiring a strong portfolio of assets and both companies led a remarkable turnaround by disrupting the wireless industry. o But with a converging industry and the promise of 5G on the horizon, now
is the time to come together to turbocharge the Un- Carrier strategy, create increased competition in a new era, and lead the way to sparking the 5G economy! (Slide 4) John Legere o OK, so let?s start with the basics. o These companies just make
sense together. o Convergence between mobile, broadband, and cable isn?t just a hypothetical, it?s a reality of our business on a day to day basis. o All you have to do is pick up the newspaper or watch the news to see it happening right in front of
your eyes every day. o This convergence is happening, and it?s happening for one reason. o Consumers expect, no, even demand innovation. o They aren?t concerned about maintaining traditional industry boundaries. o Consumers want their content when
they want it, and they want it delivered where they are. o As the 5G era takes hold, we?re about to undergo a massive change. o It will completely change how consumers interact with video, broadband and wireless. o Capturing U.S. leadership in 5G,
and protecting the economic leadership we gained with 4G, is critical for the American economy. o This transaction creates robust competition in the 5G era, significant value for our stakeholders and, most of all, we will deliver outstanding
benefits to U.S. wireless consumers ? faster speeds, better value and most importantly, lower prices. o Through the Un-Carrier strategy, we created an incredible disruptive force for good in our industry. Along with Sprint, we created a new paradigm
on how a wireless company should operate. o Impeccable customer service, wireless quality and speed, adding more value and lower prices were put at the heart of everything that we do. o It is now time that we push that pro-consumer, disruptive model
into even more areas. o We will do all of this while creating thousands of American jobs! o We feel confident that this Administration and our political leaders across the country understand the potential and the imperative to protect the global
leadership established with 4G. 2 PRIVILIGED & CONFIDENTIAL
o It is in this world we fit perfectly. A pro-consumer, strongly disruptive, revved up competitor. o Put simply, the time is perfect to
create a new competitor that has the tenacity and consumer focus to unleash real change. o We?re confident that once regulators see the compelling benefits, they?ll agree this is the right move at the right time for consumers and the country. (Slide
5) John Legere o Alright, let?s cover a few key details of the transaction and then get right into why this is the absolute right moment in time to complete this transaction. o You can find all the details on the slides and in the supporting
materials on our website, but I?ll highlight a few: o This is an all-stock transaction with an exchange ratio of 0.10256 of a T-Mobile share for each Sprint share (or the equivalent of 9.75 Sprint shares for each T Mobile US share). o This
represents a total implied enterprise value for Sprint of $59 billion and $146 billion for the combined company. o DT and SoftBank will be rolling over their entire economic stakes into the new company. o This deal will unlock meaningful synergies
that, with an expected run-rate of more than $6B, that have a net present value net of costs to achieve of more than $43B. o These synergies, which mostly come from network, will only help fuel our strategy to invest aggressively for growth as well
as help fuel robust organic deleveraging over time. (Slide 6) John Legere o Upon completion, T-Mobile shareholders will own 67% of the combined company while Sprint?s shareholders will own 33%. o About 41.7% of the equity will be owned by Deutsche
Telekom, and about 27.4% by Softbank, with the remaining 30.9% by the public. (Slide 7) John Legere o I?m excited to be leading the New T-Mobile as CEO and even more excited to announce Mike Sievert will be President and COO of the combined company.
o The remaining members of the new management team will be selected from both companies during the closing period. o DT will designate 9 seats on the board and Softbank will designate 4. I will also sit on the board, bringing the total number of
directors to 14. This will include four independent directors. o Tim Hottges, CEO of DT, will be the Chairman of the board and Marcelo and SoftBank?s Chairman and CEO, Masayoshi Son will also be members of the board. 3 PRIVILIGED &
CONFIDENTIAL
o DT will have a voting proxy over Softbank?s shares in the new company and both DT and Softbank will be subject to a 4-year lock- up. o
This deal is expected to close no later than the first half of 2019, subject regulatory approvals and other customary closing conditions. (Slide 8 / Slide 9) Marcelo Claure o Let?s get into the benefits this combination creates in more detail. o
This transaction, and the unique combination of resources it brings, will allow us to do things that neither T-Mobile or Sprint could do on its own ? all for the benefit of the American consumer. o The combined network will have unprecedented
capacity, speed and response time across our network that will benefit consumers. o It will also allow the new company to rapidly build the first and best nationwide 5G network with unprecedented capacity and scale to truly accelerate innovation and
increase competition. o Our 5G leadership will drive the United States to reclaim the lead in the 5G digital economy and spur a massive wave of innovation and disruption ? benefitting consumers and businesses across the country. o The combination
will also immediately supercharge the pro- consumer strategy with innovative service offerings, lower prices and increased competition in wireless, broadband, entertainment and beyond. o As we said before, this is all happening at a pivotal time of
industry convergence. John Legere o Now, let?s talk about job growth. o Let me just start by calling out all you skeptics first. o We are not a typical company and this is not a typical transaction. o We are truly excited about this point and I will
explain exactly how, but I?ll start by saying we are very proud to say that this transaction is a MAJOR JOB CREATOR. o As you can tell, we are ready to get going. o We are ready to invest billions of dollars that will create new U.S jobs on day one,
especially in rural America, and we?ll never look back from there. o And as we lead the race for 5G, we will directly spur real competition as a range of new and old competitors race to keep pace, thereby unlocking tremendous economic value and
broad job creation. 4 PRIVILIGED & CONFIDENTIAL
(Slide 10) Marcelo Claure o Disruption is embedded in the DNA of both companies, and the combination of T-Mobile and Sprint will give us
the ability to put the Un-carrier strategy into overdrive! o Both T-Mobile and Sprint have forced the wireless industry to change by listening to customers and solving their pain points. o We changed the communications landscape forever by
eliminating confusing rate plans and converging into one rate plan ? Unlimited. o Our combined business plan is built on an assumption that we continue to grow and we see lots of opportunity to continue our history of disruption, especially by
amping up our ability to drive competition into rural and underserved areas and deliver products and services for businesses of all sizes. o Our massive growth in capacity will allow our customers to do more for less. (Slide 11) John Legere o I?ve
been saying for years that all content is going to the internet and the internet is going mobile. o Wireless, broadband and video have converged across traditional lines, and the combined company will actively compete and disrupt traditional
thinking in each part of this new world. o Did anyone think 5 years ago that AT&T would be the nation?s leading TV provider? o Or that Comcast would have more postpaid phone net additions last year than AT&T and Verizon ? COMBINED?
That?s nearly 10% of the total for all of 2017. o Or that YouTube would offer LIVE TV? o We thrive on competition so we are happy to take on these lumbering giants with our consumer first mentality. o In fact, we will be able to bring meaningful
competition right to their doorstep with innovative new products that deliver mobile services across a variety of platforms and at dramatically faster speeds! o Our enhanced network will be a meaningful competitor to fixed broadband, especially in
underserved rural markets. o Then there is Pay TV. As you know, T-Mobile recently acquired Layer 3 TV to enter the Pay TV market. o With the combined company, we will have new scale and a network with unprecedented capacity and speed to accelerate
our aspirations in this space. o That should worry all the companies converging into this space! 5 PRIVILIGED & CONFIDENTIAL
o We are a consumer obsessed team and think about it simply one way. consumers don?t care about industry lines. o They care about
innovation, ease of use and quality service. o That is what we will deliver. (Slide 12) John Legere o Now as the industry is changing there is a technology boom in 5G on the horizon that the new company will be uniquely able to bring about. o We all
talk at length about 5G, but let?s first take a step back and put this into perspective. Why do we get so excited on this point? o The U.S. was the unquestioned leader in 4G and today 99.7% of the country is covered by 4G LTE. o That seems like a
dull statistic now, but think back before 4G and how revolutionary it really was for our economy. o As an industry, we anticipated 4G would bring about music streaming, web browsing, and even video streaming. o But who saw companies like Snapchat
and Uber coming? Or how companies like Amazon and Apple would adapt their business models and go into overdrive? o Not only that, as a result it was U.S. companies that exported innovation and led in markets around the world. o That is why the U.S.
has to lead again! The early innovation cycle is critical to capturing the long term economic benefits of 5G. o Think about it 4G gave us the modern mobile technology economy and that accounts for $3.3 trillion of global economic value. o I?m proud
to say that the New T-Mobile will be positioned to lead the way and help the U.S. capture this early lead in the innovation cycle. o As you know, Marcelo has spent a great deal of time studying the potential of 5G both in his role at Sprint but also
as Chairman of CTIA. (Slide 13) Marcelo Claure o Thanks, John. You are very right, I am very passionate about the 5G opportunity for our industry. o That is why I am so excited that the combined company will be the only player able to quickly bring
a broad and deep nationwide 5G network to market. o And yes, we will bring all the latest technologies to the often forgotten about rural communities in America ? ensuring everyone has access to the amazing benefits of 5G. 6 PRIVILIGED &
CONFIDENTIAL
o And freeing the consumers from the grip of the traditional uncompetitive in-home broadband providers. o But what does the future of 5G
really mean? o The shift from 4G to 5G will be truly revolutionary. Imagine what people felt when TVs went from black and white to color ? the shift from 4G to 5G will feel even more transformational! o For starters, the speed, capacity and response
time of 5G are game changers. o CTIA estimates that 5G will ultimately deliver 100 times more capacity and 100 times faster speeds with 10 times projected reduction in response times over the long term. o That?s what 5G can do over the long term. In
the first few years, our delivery of 5G nationwide, we think the new company can create the highest capacity mobile network in U.S. history with 30 times more capacity and 15 times faster speeds with 10 times the response times. o Think about what
that means for all of the technology already being worked on right now and the applications we can?t even imagine. o 5G will unleash new ideas and uses in areas like the Internet of Things (IoT), smart cities, smart agriculture, mobile VR and AR,
mobile AI, consumer wearables and things we can?t even imagine yet! o This is why it is even more important the United States leads in 5G. o The projected economic impact according to the CTIA is tremendous. o Up to 3 million new jobs and $500
billion in economic growth! o Unfortunately, other countries see this opportunity as well and have taken bold steps that have given them a head start. o CTIA ranks the U.S. behind both China and South Korea in 5G preparedness, and I?m sure you will
all agree, this is unacceptable. o Fortunately, we are in a position to change this. o We think we are the only company that can quickly deploy a nationwide 5G network with the breadth and depth to position the United States as THE global leader in
5G. (Slide 14) John Legere o You are 100% right. Together, we will have the right mix of available spectrum, but more importantly, we will have the enhanced financial position backed by a team of rock stars that knows how to rollout an advancement
of this scale quickly. o We will see an immediate benefit with LTE and completely change the game with the first and best nationwide 5G network. o The lifeblood of the wireless industry is spectrum! 7 PRIVILIGED & CONFIDENTIAL
o And to build a kick ass network, you need the right mix of lowband, midband and high band. o With Sprint?s expansive 2.5 GHz spectrum,
T-Mobile?s nationwide 600 MHz spectrum, and other combined assets, the combined company plans to create the highest capacity network in U.S. history. o And that?s before we even consider 5G! o You will all remember that we deployed nationwide LTE
twice as fast as Verizon and three times as fast as AT&T o And while those players are yammering about 5G, our competitors have two options in the near term to truly build a nationwide 5G network. First, they can kick their consumers off
their current spectrum assets. Which frankly is not an option and we know that. o Second, they can build it on mmWave. Well, what would that cost? To be nationwide you would need about six million sites to cover the U.S. based on the typical reach
of mmWave. If you do the math of a cost of about 250,000 dollars to build a site, you?re looking at a $1.5 trillion build out. Never going to happen. o Even the giants of our space don?t have that kind of cash. o With the talent of both Sprint and
T-Mobile, and the power of this network, think of what we can do here! o All of this will be powered by an UNPRECEDENTED network ? period. o We talked about our converged world and an ever growing array of competitors. When it comes to 5G and
competition this is really a zero to one story. No one is doing nationwide 5G any time soon. (Slide 15) John Legere o OK, I said it before but I?m really excited to keep hammering this home. o This is a JOB CREATING transaction. o Put more directly,
together we expect the combined company to have more U.S. employees on payroll than the sum of each standalone company together. o How on earth is that possible? Well when you?re obsessed with the customer experience, you invest in people and do so
quickly! o To start, we plan to invest about $40 billion over three years to integrate these companies, expand and capture the 5G opportunity. o A huge portion of that investment is jobs. o We are going to be investing in jobs to build the new cell
towers to build out 5G 8 PRIVILIGED & CONFIDENTIAL
o jobs to expand our U.S. call centers to implement T-Mobile?s proven customer-centric, problem solving approach across Sprint?s
customer base o and jobs for the hundreds of new stores we intend to open across the country. o In fact, nowhere will that growth be more prevalent than in rural America ? which is dramatically underserved today. o In addition to the hundreds of
stores in rural areas, we will be hiring in local communities as we build out our 5G. o Let?s think about this more simply. All told at close, we will start with more than 200k employees coming to work on behalf of the new company every day in the
US, and nearly 240k when you count overseas. o When I think about it, there is no reason this company can?t be on the same type of growth rate we have been over the past few years. Think about it. Just last year, T-Mobile alone added 27,000 jobs
associated with our growth. o As we accelerate our pro-consumer strategy, deliver on the promise of 5G and bring disruption to new industries, I see lots of potential for growth! (Slide 16) o Okay, let?s hand it over to Braxton to talk about the
financials. (Slide 17) Braxton Carter o As John said earlier, this deal will create tremendous value with expected run-rate synergies of more than $6 billion over time that has a net present value net of costs to achieve of more than $43 billion and
drives rapid free cash flow generation. o These synergies are hard cost synergies driven primarily from the benefit of having to operate only one combined network. o This does not include any revenue synergies from new adjacent business that we
believe will be significant, such as fixed broadband wireless, IoT, and new business leveraging 5G. o We have an extremely detailed business plan that outlines about $15bn in cost to achieve these significant benefits. o I know you all have been
looking at this potential for some time and this synergy number may be somewhat higher than some expected ? and I have to say this uplift is due in particular to the recently 9 PRIVILIGED & CONFIDENTIAL
passed tax reform in the U.S. The tax reform is particularly helpful because these additional post-tax synergies will help position the
company to compete very aggressively, resulting in lower prices for consumers. (Slide 18) Braxton Carter o The combined company will have a compelling financial profile that is well positioned for significant margin expansion. o Were expecting
to grow wireless service revenues and pro forma reported adjusted EBITDA which will continue to track upward from approximately $22 to $23 billion pro froma in 2018. o Were expecting to hit 40-42% margin of reported adjusted EBITDA in 2018 and
were projecting in the 54-57% range longer-term as we begin to see the payoff from the realization of the more than $43 billion in synergies and the combined scale of the New T-Mobile. o And well do this even while offering prices way
below the competition. (Slide 19) Braxton Carter o We will be consistent with our financial discipline as a combined company. o We are committed over the long term to achieving an Investment grade rating and we expect a maximum net leverage of
approximately 2.9X. o We are not planning dividends or share repurchases at this time. o This discipline will give us the flexible capital structure to seize growth opportunities and support the substantial investments we will make in building out
our nationwide 5G. o Anticipated corporate rating of mid to high BB, unsecured notes rating of low to high BB and secured debt rating of low BBB. This will allow us approximately $42B secured debt, excluding tower obligations. o Were planning
on rapid deleveraging with proforma net leverage being less than 2x in 3-4 years (Slide 20) o Now this next slide is one of my favorites. It really brings it all together how our synergies will drive incredible free cash flow generation enabling
rapid organic deleveraging. o Now let me turn it over to Mike for some thoughts on how were going to make this amazing opportunity a reality. 10 PRIVILIGED & CONFIDENTIAL
(Slide 21) Mike Sievert o Thanks. Were confident in our targets and our ability to deliver because weve done this before. o
We have a proven track record and operational plan. o We?ll use the same playbook that we did with MetroPCS to deliver on our synergy target. o With MetroPCS, remember, we blew our original plan out of the waterbeating synergies by more than 40% and
realizing $9-10 billion o The joint network teams have a detailed network integration plan that anchors on the T-Mobile network. o The combined company will have ~85K macro sites and 50K additional small cells. o And we?ll work to rapidly migrate
all Sprint customers to this network within 3 years. o It is important to note that on Day One, 20M Sprint customers have handsets that are already compatible with T-Mobile?s network. We did not have this with MetroPCS. o We?ll aggressively migrate
CDMA voice to VoLTE via handset upgrades and maintain the 800 MHz spectrum on CDMA until customers are migrated to minimize disruptions. o We?ll then follow by integrating billing systems to minimize disruption to distribution, customer care, and
operations. o And we will do all of this while investing in areas like customer care centers, as we mentioned earlier on the call. (slide 22) Mike Sievert o We completely rewrote the playbook on telecom mergers with MetroPCS by delivering more
synergies than expected, delivering them faster than expected, and all with a seamless network integration. o When we announced the merger with Metro, the big question was ?how many customers can you hold onto?? o Well we migrated a base of 8.9M
customers to T-Mobile?s network, and today, the MetroPCS customer base has more than DOUBLED from the time of the transaction o And let me just note that the NY and LA migrations for Metro PCS are comparable subscriber sizes to key Sprint markets,
so we are confident that our experience will guide us to success here. o And as you know, the Sprint team successfully integrated Clearwire to create a dynamic spectrum portfolio that will be critical for 5G. 11 PRIVILIGED & CONFIDENTIAL
o Our leadership teams have delivered over and over and we?re set to do it again. (Slide 23) Marcelo Claure o Thanks Mike. o In closing,
let us just address the gigantic elephant in the room ? which is why do we think this deal, when looked at on the facts, merits approval? o The answer is obvious. This is good for consumers and good for the economy. o Anyone paying attention to our
industry can plainly see this. o In a converged world, we HAVE to build a new supercharged competitor that will bring lower prices and a better network than this world has ever seen before. o This customer obsessed company will be the leader in
delivering a nationwide 5G network in the pivotal early years that will unleash a wave of new innovation for American businesses catapulting us back into a leadership position and ensuring we will be a global economic and innovation leader in the 5G
era. o Together we will build a network with historic capabilities that will have the breadth and depth to reach every person across the country ushering in new competition for the underserved rural American markets. John Legere o That?s right,
Marcelo. There is no more critical moment than NOW for that change to happen, and we are determined to lead that change in a way that benefits our customers, our employees and our shareholders at the same time. o Most of all, we believe that our
consumers, fellow business leaders and elected representatives truly understand how the world is not just changing, but has changed dramatically and they realize the critical need to assert our country?s leadership in the 5G revolution. o We know
the weeks and months ahead will involve a lot of questions, and we are eager to answer them. o We have stress-tested the need for this transformative transaction, and all the benefits it can provide, for months and believe deeply in its promise. 12
PRIVILIGED & CONFIDENTIAL
(slide 24) o So let?s start answering those questions right now. o Ok ? first question! 13 PRIVILIGED & CONFIDENTIAL
[Letter sent to Sprint employees]
Dear Partners,
Today is a special day. We announced that
were merging with
T-Mobile.
This fulfills a vision that started with our chairman, Masa Son, in 2012, when he hoped to eventually combine Sprint and
T-Mobile
in
order to create a supercharged maverick and truly disruptive force in the American market.
Im so proud of what weve accomplished in our
amazing turnaround. We have delivered our best financial performance in Sprint history, and thats what makes today possible.
I cant wait
until I see you later this week at our Town Hall to tell you about the merger. In the meantime, I have put together a video to share the news.
[INCLUDE MC EMPLOYEE VIDEO SCREEN GRAB W/ PLAY BUTTON:
https://youtu.be/V5Yg4vThHi4
]
You can also
read more here
about how the combined company will drive competition, disrupt the status quo and help ensure America leads the way in this rapidly changing digital era.
Im sure the news makes you wonder, Why now? Though we made several attempts in the past, the timing wasnt right. But now the time is
right because we have an unprecedented opportunity, and we must seize it now. The best partnerships are when both parties need each other in order to be successful in the future.
1.
5G:
Our 2.5 MHz spectrum provides enormous depth. And
T-Mobiles
600 MHz spectrum gives us tremendous
breadth of coverage. Combining them will allow us to build the best nationwide mobile 5G network and fuel a giant wave of innovation and disruption throughout the entire marketplace. Neither of us can do it on our own as quickly and effectively as
we can do it together. AT&T and Verizon cant do it. Only the new company has the ability to deliver the best 5G network.
2.
Consumer
benefits:
The combined company will deliver more and better products and services than either company could on its own. Well have the scale and resources to provide U.S. consumers and businesses with greater competition. This includes
immediate improvements to our existing 4G LTE network.
3.
Job creation:
This merger is a job creator. It will create more jobs than jobs that will
be lost. We plan to add as many as 100,000 new U.S. jobs in the coming years, and Im confident this combination will open up opportunities for many Sprint Partners as part of a stronger, more competitive company that will grow.
The name of the new company will be
T-Mobile.
However, we will decide
after closing which of our strong brands will be used by the new business. John Legere will be CEO of the new company, and Masa and I will serve on the board. The combined companys headquarters will be in Bellevue, Washington, and Kansas City
will be HQ2.
John and I had a fun time this week filming a video about this momentous event in wireless history. We agreed that merging our two companies
will allow us to select the best talent from each company to fill the critical roles needed to succeed in our dynamic industry.
[INCLUDE
LEGERE & MC VIDEO SCREEN GRAB W/ PLAY BUTTON]
Transactions like this take time. So its critical that we maintain business as usual and
stay full speed ahead competing with
T-Mobile,
AT&T, Verizon and others. Its more important than ever for each of you to stay focused on helping run our business and continue to accelerate the
momentum were driving together.
I am counting on each of you to have a winning mindset and remain focused on executing our strategic plan, serving
our customers and achieving positive results. It is critical that we keep this dynamic at full speed at closing.
Thank you for your countless, ongoing
contributions to our Sprint turnaround. I look forward to talking with you and answering your questions at this weeks Town Hall.
Marcelo
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 SECs website or from
T-Mobile
or Sprint. The documents filed by
T-Mobile
with the SEC may be obtained free of charge at
T-Mobiles
website, at
www.t-mobile.com
, or at the SECs 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 Sprints website, at
www.sprint.com
, or at the
SECs 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-Mobiles
directors and executive officers is available
in
T-Mobiles
proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprints directors and executive officers is available in Sprints proxy
statement dated June 19, 2017, for its 2017 Annual Meeting of Stockholders, and Sprints 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-Mobiles,
Sprints and the combined companys 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-Mobiles
or Sprints common
stock and on
T-Mobiles
or Sprints 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-Mobiles
or Sprints 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-Mobiles
or Sprints common stock and on
T-Mobiles
or Sprints 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 Sprints 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-Mobiles
or Sprints 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 Sprints 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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Employee Talking Points
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The following are talking points for use by
Sprint employees with
customers regarding
the merger of Sprint and
T-Mobile.
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Were very excited that Sprint and
T-Mobile
have agreed to merge.
This is terrific news for customers.
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Together, well create the best nationwide mobile 5G network and fuel a giant wave of innovation and
disruption throughout the entire marketplace.
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For you. this means well be creating a combined company with the scale and resources to provide a faster.
more reliable network at lower prices and with better value.
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Well also be able to better serve rural communities and compete in areas well beyond the traditional
wireless business, such as home broadband, video and the Internet of Things.
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This announcement is just the first step in a long process of combining our organizations. which we expect to
be completed in the first half of 2019.
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But nothing changes for now.
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Our main focus is meeting and exceeding the needs of our valued customers today, through the close and
beyond.
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For more information about the transaction, please visit
https://allfor5g.com/
. If you have questions about your account, please contact Customer Care.
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Thanks for choosing Sprint. We cant wait for what the future holds.
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©2018 Sprint. This information is subject to Sprint policies regarding use and is the
property of Sprint and/or its relevant affiliates and may contain restricted, confidential or privileged materials intended for the sole use of the intended recipient. Any review, use. distribution or disclosure is prohibited without authorization.
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Important Additional Information
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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 SECs website or from
T-Mobile
or Sprint. The documents filed by
T-Mobile
with the SEC may be obtained free of charge at
T-Mobiles
website, at
www.t-mobile.com
, or at the SECs 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 Sprints website, at
www.sprint.com
, or at the SECs 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.
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Participants in the Solicitation
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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-Mobiles
directors and executive officers is available in
T-Mobiles
proxy
statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprints directors and executive officers is available in Sprints proxy statement dated June 19, 2017, for its 2017 Annual Meeting of
Stockholders, and Sprints 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.
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No Offer or Solicitation
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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.
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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-Mobiles,
Sprints and the combined
companys 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-Mobiles
or Sprints common stock and on
T-Mobiles
or Sprints 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-Mobiles
or Sprints debt securities or adverse conditions in the credit markets; negative effects of the announcement, pendency
or consummation
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of the transaction on the market price of
T-Mobiles
or Sprints common stock and on
T-Mobiles
or
Sprints 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 Sprints 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-Mobiles
or Sprints 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 Sprints 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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CEO Employee Video Script
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Hello, everyone. Since day one, I made a commitment to all of you that I would always keep you up to speed on any significant updates to our Sprint journey.
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Well, today, I have a real big one and one that I am sure you will be as excited and positive about as I am. And rather than sending you a boring email, I figured I would get all dressed up for you and shoot a
video.
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Today we have signed a definitive agreement to combine Sprint and
T-Mobile
into one company. This has been in the works on and off since 2013 because it was always meant to be.
And today is the day that we have decided to make it all happen.
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There are many reason why this took so many years. And lots of people have asked me, Well, why now?
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The answer is: We have such a huge opportunity, and we have to act now.
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5G represents such an unprecedented opportunity in U.S. history, and we are jointly determined to build the worlds most advanced 5G network. And, we can do it much better and much faster if we combine the
incredible assets from both of our companies, which would allow us to leapfrog our competitors.
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The greatest partnerships or mergers of all time have happened when both companies realize that they need each other. When two parties realize that they are a stronger competitive force together than alone.
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So based on that, a couple of months ago, John and myself started having conversations about what it would be like if we combined our companies. What would our products and services look like?
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So we started running network models, and the results were amazing incredible products and services for consumers and businesses at lower prices.
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The combination of our networks and our spectrum assets would allow us to create the best nationwide 5G network with the breadth and depth needed to fuel a giant wave of innovation and disruption throughout the entire
marketplace.
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With speeds over 100X times faster than we have today and latency as low as 1 millisecond, with the same or better coverage than AT&T and Verizon.
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So, when you think about the most valuable companies in the world, like Apple, Google and Facebook, they all share something in common they make the best products in the world in their categories.
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Well now, we have a chance to do the same in the telecomm world. When we combine our assets with
T-Mobile,
I have no doubt that were going to build the best 5G network in
the world and deliver the best products and services everywhere in America. And I mean everywhere not only in major cities, but also in rural areas in all corners of the United States.
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The next step was talking about jobs. And, I am sure that this is your main concern, and it was for me at the beginning. But as we started to plan what the combined companies would look like, we realized that this will
be one of those mergers that actually creates more jobs than are lost. Not only hundreds but thousands of new jobs.
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We have big ambitions. We will be able to compete and win not only in wireless but in areas beyond telecom, such as home broadband, video and IoT. Well be able to create innovative products and
services to better serve consumers and businesses.
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The next discussion was the location of the new company. Do we have one headquarters or two? And we both came to the conclusion that Seattle and Kansas City have so much to offer. So following the trend of so many
companies like Amazon, we decided to maintain two headquarters. And Im happy to report that Seattle will be the main headquarters and Kansas City will be HQ2.
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To me, this is the most exciting part to make sure that Sprint will now be part of a company that will be growing instead of shrinking. It has been too many years of constant layoffs and reductions in force.
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I am thrilled that with the combined companies, we will have more opportunities for our partners all over the country and also for thousands of new partners who will join this new company.
|
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T-Mobile
has done a great job
Fortune Magazine
recognized them as one of the hundred best companies to work for. And, I have no doubt that trend will continue with
the combined company offering tremendous opportunities for so many great Sprint partners.
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|
All companies need one leader, and we have agreed that John will be the new CEO of the new company. We also agreed that when we combine, we will select the best talent from each company to fill the critical roles needed
to succeed.
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|
Masa and myself will be serving on the Board of Directors of the combined company, meaning that I will continue to be involved for many years to come in this amazing Sprint journey.
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Then we decided to talk about the name. This was a tough discussion, but like every decision weve been making its about choosing the best option for the new company.
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The new company name will be
T-Mobile.
However, we will jointly select which brands we will use when we go to market. We recognize theres tremendous value in the Sprint,
Boost and Virgin brands.
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Another rationale for merging the companies are the enormous synergies that we could realize on all fronts. One network instead of two. One IT billing system instead of two. And one set of back-office systems. Again,
were talking about infrastructure, not jobs.
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So when you put all this together, we have the opportunity to dramatically improve our existing 4G networks and build the worlds most advanced 5G network.
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We have the opportunity to offer consumers innovative products and services at lower prices in areas well beyond the traditional wireless business.
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And we will create thousands of new jobs that will fuel growth and support the U.S. economy.
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I am certain that this is the right decision for the future of Sprint, not only for shareholders but for all of my Sprint partners.
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I dont want anyone confused and think that we are selling the company. We are merging to create a larger company, and we are doubling down in the worlds most important market.
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Were rolling our entire equity stake in Sprint into the new company because of the enormous opportunity in front of us.
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Transactions like this take time. We expect to close this merger in the first half of 2019.
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In the meantime, its business as usual at Sprint. We must compete and beat
T-Mobile,
AT&T and Verizon, and all of our other competitors. Nothing changes, and I am
counting on all of you to remain focused on executing our plan, serving our customers and, of course, delivering positive results.
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The next couple of days are going to be busy. Im going to spend time talking with the media, with investors, with analysts, and the government to discuss the merits of this merger.
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And I look forward to seeing you later this week at our Town Hall so I can answer any questions that you might have.
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I want to leave you with the message that this was a very well-thought out decision. You, the employee partners, were a primary focus in terms of making the decision to combine two of the worlds most disruptive
companies. And, we plan to take on our competitors like we never did before.
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I sincerely want to thank each and every Sprint partner for your hard work, your dedication and your commitment to Sprint. It is because of your incredible efforts that we have been able to reach this historic
milestone.
|
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
SECs website or from
T-Mobile
or Sprint. The documents filed by
T-Mobile
with the SEC may be obtained free of charge at
T-Mobiles
website, at
www.t-mobile.com
, or at the SECs 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 Sprints website, at
www.sprint.com
, or at the SECs
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-Mobiles
directors and executive officers is
available in
T-Mobiles
proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprints directors and executive officers is available in
Sprints proxy statement dated June 19, 2017, for its 2017 Annual Meeting of Stockholders, and Sprints 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-Mobiles,
Sprints and
the combined companys 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-Mobiles
or Sprints common stock and on
T-Mobiles
or Sprints 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-Mobiles
or Sprints 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-Mobiles
or Sprints common stock and on
T-Mobiles
or
Sprints 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 Sprints 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-Mobiles
or Sprints 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 Sprints 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.
[Information posted on employee intranet]
Headline: Sprint and
T-Mobile
announce plans to merge
|
|
|
Carousel copy:
The combined company will drive competition, disrupt the status quo and help ensure America leads the way in this rapidly changing digital era. The combined company will be named
T-Mobile
and have headquarters in both Bellevue, Wash. and Overland Park, Kan.
|
Article:
Headline: Sprint and
T-Mobile
announce plans to merge
Sprint and
T-Mobile
announced plans to merge
.* The combined company will drive competition, disrupt the status
quo and help ensure America leads the way in this rapidly changing digital era.
Today is a special day. We announced that were merging
with
T-Mobile.
This fulfills a vision that started with our chairman, Masa Son, in 2012, when he hoped to eventually combine Sprint and
T-Mobile
in order to create a
supercharged maverick and truly disruptive force in the American market. Marcelo
The new company will be
T-Mobile
and have headquarters in both Bellevue, Wash. and Overland Park, Kan. Marcelo and Masa will serve on the board of the new company; John Legere, President and CEO of
T-Mobile
US, will serve as the CEO.
This merger will enable us to deliver 5G faster, offer better products and
services at lower prices, and create jobs and opportunities for Partners.
Im sure the news makes you wonder, Why now? Though
we made several attempts in the past, the timing wasnt right. But now the time is right because we have an unprecedented opportunity, and we must seize it now. The best partnerships are when both parties need each other in order to be
successful in the future. Marcelo
Approving this merger is going to take time. We dont expect to close this merger until the first
half of 2019, and it is subject to regulatory approval and other customary conditions.
In the meantime, its business as usual.
Im so proud of what weve accomplished in our amazing turnaround. We have delivered our best financial performance in Sprint history, and
thats what makes today possible. Marcelo
Hear more from Marcelo on this exciting news and find other
information here
. You
can also visit the
Sprint and
T-Mobile
Merger
i-Connect space.
*
|
The merger is subject to regulatory approvals and other closing conditions.
|
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 SECs website or from
T-Mobile
or Sprint. The documents filed by
T-Mobile
with the SEC may be obtained free of charge at
T-Mobiles
website, at
www.t-mobile.com
, or at the SECs
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 Sprints website, at
www.sprint.com
, or at the SECs 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-Mobiles
directors and executive officers is available in
T-Mobiles
proxy statement dated April 26, 2018, for its
2018 Annual Meeting of Stockholders. Information about Sprints directors and executive officers is available in Sprints proxy statement dated June 19, 2017, for its 2017 Annual Meeting of Stockholders, and Sprints 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-Mobiles,
Sprints
and the combined companys 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-Mobiles
or Sprints common stock and on
T-Mobiles
or Sprints 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-Mobiles
or Sprints 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-Mobiles
or Sprints common stock and on
T-Mobiles
or
Sprints 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 Sprints 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-Mobiles
or Sprints 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 Sprints 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.
Messaging and FAQ for Retail/Care Reps
|
PLEASE READ FIRST
: GUIDELINES FOR USING THIS DOCUMENT
Enclosed are messages and Q&A to guide your conversations with customers related to the
merger with
T-Mobile.
The document is intended for your use only and should not be distributed
.
The goal of your
conversations is to provide clear and consistent messages to customers,
emphasize the benefits this transaction will bring, and reiterate Sprints focus on meeting and exceeding the needs of our valued customers today, through the close
and beyond
.
It is critical that we speak with one voice. Please do not speculate, make assumptions,
address rumors, or discuss any details not provided in this document.
If you are asked a question that is not covered in this document,
please do not
speculate or make up an answer
. Instead, take note of the question and respond with the following:
Im not sure how to answer your question and I dont want to provide any information that may not be accurate. Ill
pass your question along and get back to you if I have any additional information to share.
Refer any media inquiries to Dave Tovar.
|
Messages for Use with Customers
|
|
Were very excited that Sprint and
T-Mobile
have agreed to merge. This is terrific news for customers.
|
|
|
For you, this means well be creating a combined company with the scale and resources to provide a
faster more reliable 5G network, lower prices, and better value
.
|
|
|
This will enable the next generation of U.S. mobile Internet innovation, lighting up nationwide mobile 5G faster than either company could separately.
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|
The merger also will result in an immediate improvement to the quality of Sprints existing 4G/LTE network.
|
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|
We just announced the first step in the process of combining our organizations.
|
|
|
We expect the transaction to close in the first half of 2019.
|
|
|
Until then, Sprint and
T-Mobile
are two separate companies.
|
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|
Post-close, the combined company will be named
T-Mobile.
|
|
|
But no changes for now.
|
|
|
Our main focus is meeting and exceeding the needs of our valued customers today, through the close and beyond.
|
|
|
Please feel free to reach out to Sprint Customer Care if you have questions.
|
|
|
Thanks for choosing Sprint. We cant wait for what the future holds.
|
2
Top Retail / Care Rep FAQ
1.
|
What does this mean for me?
|
We are very excited about the combination and believe our
customers will benefit from greater competition and a faster more reliable network at lower prices and with better value.
2.
|
How will this transaction benefit customers?
|
The new company will have lower costs,
greater economies of scale, capacity to handle more customers and a customer-first, competitive culture that should lead to changes that make wireless and adjacent industries like cable and broadband more affordable for everyone.
3.
|
Will service quality or coverage and capacity be negatively impacted by this deal?
|
Not
at all. This combination is about driving benefits for customers we expect you will benefit from and a faster more reliable network at lower prices and with better value.
4.
|
Should I expect any changes as it relates to my contract, rate plan, services, etc.?
|
Until the deal closes, which is expected in the first half of 2019, well remain two separate companies. After the close, well
inform customers of any changes, and expect to deliver a faster more reliable network, at lower prices, and with better value.
5.
|
Can I upgrade and/or pay my bill at a
T-Mobile
store?
|
Not yet. Until the transaction closes, we will continue to operate as independent companies.
6.
|
I dont want to go to
T-Mobile.
Can I void my contract?
|
We will continue to operate as separate companies until the transaction closes, which is expected in first half of 2019. You will not be
transferred or switched over to the
T-Mobile
brand or network. Upon closing, well inform customers of any changes and next steps.
7.
|
Should I drop my Sprint contract and
sign-up
with
T-Mobile?
|
No. Its a great time to be with Sprint. You will continue to receive the same superior service youve come to expect from us
our commitment to customers will not change, and our entire team remains dedicated to executing against our plan to deliver you the best services in the industry.
8.
|
Why is
T-Mobile
a good fit for Sprint?
|
We have
long admired and respected
T-Mobile,
and believe this combination will deliver 5G faster, offer better products and services at lower prices, and create jobs.
9.
|
Who should I contact if I have additional questions?
|
Please reach out to Sprint
Customer Care with any questions.
3
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 SECs website or from
T-Mobile
or Sprint. The documents filed by
T-Mobile
with the SEC may be obtained free of charge at
T-Mobiles
website, at
www.t-mobile.com
, or at the SECs 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 Sprints website, at
www.sprint.com
, or at the SECs 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-Mobiles
directors and executive officers is available in
T-Mobiles
proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprints directors and executive officers is available in Sprints proxy statement
dated June 19, 2017, for its 2017 Annual Meeting of Stockholders, and Sprints 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.
4
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-Mobiles,
Sprints and
the combined companys 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-Mobiles
or Sprints common stock and on
T-Mobiles
or Sprints 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-Mobiles
or Sprints 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-Mobiles
or Sprints common stock and on
T-Mobiles
or
Sprints 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 Sprints 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-Mobiles
or Sprints 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 Sprints 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
5
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.
6
[Email to Sprint network employees]
Subject: Exciting Sprint Update
Network Team,
As you can read from Marcelos message
below, a major theme in our merger story with
T-Mobile
revolves around leveraging our vast spectrum asset to build the most capable 5G Network in America. Indeed, this merger is all about building an
incredible 5G network. By combining our assets, Sprints 2.5 GHz spectrum with
T-Mobiles
nationwide 600 MHz spectrum, as well as their 28 GHz and 35 GHz spectrum, we can deploy the highest capacity
network in U.S. history. With these and other combined assets we expect to offer a network with 30X more capacity and 15X faster speed on average by 2024.
I know that this news may create some uncertainty, but were counting on all of you to remain focused on executing to our funded network plan. The
best thing you can do is to continue to focus on building the Sprint network because we are also building for the future of an amazing combined company. We have a board approved build plan for 2018 with a budget that is more than 2X that of 2017,
and we will continue to execute to this plan!
As we densify our network, we can also benefit from a roaming agreement with
T-Mobile
that was negotiated as part of this merger. It is a 4 year agreement that will even survive a termination of this transaction. This means that we can connect our customers to
T-Mobiles
network whenever there is a gap in our LTE coverage and provide unprecedented service for our customers.
Once the merger is approved, we will be combining the two networks into one. We will anchor on
T-Mobile
for breadth of
coverage and VoLTE. And there will be thousands of Sprint sites that will be part of the combined network. The knowledge and skills of our joint network teams will be critical to our future. And the scale of the new network will be much greater than
any of us could have imagined or delivered on our own.
All of this would not be possible without your dedication and many contributions. Your work has
earned us the right to be a significant partner in this merger. Weve accomplished great things together, and Im excited for the new opportunities that will be available as part of a stronger, more competitive organization. This is a
winning team and I look forward to this next big step in our journey.
Stay tuned for an
all-hands
call this
Wednesday and we can discuss this further.
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
SECs website or from
T-Mobile
or Sprint. The documents filed by
T-Mobile
with the SEC may be obtained free of charge at
T-Mobiles
website, at
www.t-mobile.com
, or at the SECs 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 Sprints website, at
www.sprint.com
, or at the SECs 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-Mobiles
directors and executive officers is available in
T-Mobiles
proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprints directors and executive officers is available in Sprints proxy statement
dated June 19, 2017, for its 2017 Annual Meeting of Stockholders, and Sprints 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-Mobiles,
Sprints and the combined companys 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-Mobiles
or Sprints common stock and on
T-Mobiles
or Sprints 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-Mobiles
or Sprints 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-Mobiles
or Sprints common stock and on
T-Mobiles
or
Sprints 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 Sprints 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-Mobiles
or Sprints 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 Sprints 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.
[email to policymakers/third parties]
GOVERNMENT AFFAIRS EMAIL TO POLICYMAKERS/THIRD PARTIES
TO:
[Policymaker/third party]
From:
[Relationship Holder]
Subject:
T-Mobile-Sprint
News
Hello!
I am writing with exciting news
T-Mobile
and Sprint have announced plans to merge. I will be in touch soon to discuss the details with you.
In the
meantime, please see the note below from Kathleen OBrien Ham, Senior Vice President, Government Affairs at
T-Mobile,
and Vonya McCann, Senior Vice President, Government Affairs at Sprint.
Please let me know if you have any questions.
[Sender name]
We are extremely excited to share the news that
T-Mobile
and Sprint have agreed to
merge. This combination will be a huge win for American consumers, accelerating 5G innovation and increasing competition across the country, including in rural America.
Our teams will be reaching out soon to discuss the news with you personally, but we wanted to share a few highlights.
The combined company which will be called
T-Mobile
will strive to deliver the countrys first and
best NATIONWIDE 5G network, with both the breadth and depth needed to drive innovation and keep America competitive on a global level. The New
T-Mobile
will be positioned to deploy this network in the critical
first few years of the 5G innovation cycle, driving a giant wave of U.S. innovation and disruption that will benefit customers with lower prices, better service and increased competition.
With greater network scale and resources, the combined company will supercharge
T-Mobiles
disruptive,
pro-consumer
Un-carrier
strategy. The New
T-Mobile
will deliver an incredible set of innovative service offerings to consumers and
businesses, at lower prices. It will increase
competition in the rapidly converging content and communications marketplace, including traditional wireless, broadband, entertainment and beyond. For many rural Americans, the New
T-Mobile
will provide real wireless choices and mobile broadband competition for the first time.
Finally, the
combination will create thousands of American jobs at the New
T-Mobile
and stimulate U.S. economic growth by driving unprecedented investments across the country and compelling competitors to invest more in
mobile broadband.
More information is available in our
press release
and on a dedicated
website
, which will be updated regularly.
Thank you for your interest in
T-Mobile
and Sprint. We look forward to our continued engagement with you.
Sincerely,
|
|
|
Kathleen OBrien Ham
|
|
Vonya McCann
|
Senior Vice President,
|
|
Senior Vice President,
|
Government Affairs
|
|
Government Affairs
|
T-Mobile
|
|
Sprint
|
Important Additional Information
In connection with the proposed transaction,
T-Mobile
US, Inc.
(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 U.S. Securities and Exchange Commission (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
SECs website or from
T-Mobile
or Sprint. The documents filed by
T-Mobile
with the SEC may be obtained free of charge at
T-Mobiles
website, at
www.t-mobile.com
, or at the SECs 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 Sprints website, at
www.sprint.com
, or at the SECs
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-Mobiles
directors and executive
officers is available in
T-Mobiles
proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprints directors and executive officers is
available in Sprints proxy statement dated June 19, 2017, for its 2017 Annual Meeting of Stockholders, and in Sprints subsequent 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-Mobiles,
Sprints and the combined companys 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-Mobiles
or Sprints common stock and on
T-Mobiles
or Sprints 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-Mobiles
or Sprints 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-Mobiles
or Sprints common stock and on
T-Mobiles
or Sprints 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 Sprints 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-Mobiles
or Sprints 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
T-Mobiles
Annual Report on Form
10-K
for the fiscal year ended December 31, 2017 and in its subsequent reports on Form
10-Q,
including in the sections thereof captioned
Risk Factors and Cautionary Statement Regarding 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.t-mobile.com
, and in Sprints 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.
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.
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