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 the Form
S-4,
as well as 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.