Filed by Sprint Corporation
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Sprint Corporation
Commission File No.: 001-04721
SUPPLEMENT TO JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS
T-Mobile
US, Inc.
(T-Mobile)
and Sprint Corporation
(Sprint) are making certain supplemental disclosures to their joint consent solicitation statement/prospectus dated October 29, 2018 (the Joint Consent Solicitation Statement/Prospectus) relating to the business
combination agreement (as it may be amended or supplemented from time to time, the business combination agreement), pursuant to which
T-Mobile
and Sprint agreed to combine their respective
businesses (the merger transactions), which was filed with the Securities and Exchange Commission (the SEC) on October 29, 2018. Capitalized terms used herein but not otherwise defined herein have the meanings ascribed
to them in the Joint Consent Solicitation Statement/Prospectus.
As disclosed in the Joint Consent Solicitation Statement/Prospectus, on October 9,
2018, October 18, 2018, and October 24, 2018, three purported stockholders of Sprint commenced actions, captioned
Klein v. Sprint Corporation et al.
, No.
1:18-cv-01551-UNA
(D. Del.),
Muehlgay v. Sprint Corporation et al.
, No.
1:18-cv-01622-UNA
(D. Del.), and
Binns Blount v. Sprint Corporation et al.
, No.
1:18-cv-01661-UNA
(D. Del.), in the United States District Court for the District of Delaware. The complaints name Sprint and the members of the Sprint board of
directors as defendants. The complaints assert claims under Section 14(a) and Section 20(a) of the Exchange Act challenging the adequacy of the disclosures relating to the merger transactions made in the Joint Consent Solicitation
Statement/Prospectus. The complaints seek, among other relief, an injunction preventing the parties from consummating the merger transactions, damages in the event the merger transactions are consummated, and the award of attorneys fees.
T-Mobile
and Sprint believe the claims asserted in the lawsuits are without merit. On October 29, 2018, the plaintiff in the
Binns Blount
action filed a notice voluntarily dismissing her complaint
without prejudice.
T-Mobile
and Sprint believe that no further disclosure is required to supplement the Joint
Consent Solicitation Statement/Prospectus under applicable laws. However, to minimize the expense and distraction of defending such actions, Sprint and the other defendants have reached an agreement with the plaintiffs in the
Klein
and
Muehlgay
actions to resolve all claims by such plaintiffs against Sprint and the other defendants. Pursuant to this agreement, plaintiffs in the
Klein
and
Muehlgay
actions have agreed to dismiss their complaints with prejudice
as to themselves. In exchange for dismissal of the complaints by plaintiffs,
T-Mobile
and Sprint have agreed to provide additional disclosures related to the merger transactions, which are set forth below,
supplementing the disclosures in the Joint Consent Solicitation Statement/Prospectus. Nothing in these supplemental disclosures shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth herein. Counsel
for plaintiffs have reserved the right to seek an award of attorneys fees and expenses from the court after dismissal. Sprint reserves the right to oppose any application for an award of fees and expenses.
The Joint Consent Solicitation Statement/Prospectus is amended and supplemented by, and should be read in conjunction with, the supplemental disclosures set
forth below. Stockholders are encouraged to read carefully the supplemental disclosures set forth below, the Joint Consent Solicitation Statement/Prospectus, the annexes and exhibits to the Joint Consent Solicitation Statement/Prospectus, and the
documents incorporated by reference into the Joint Consent Solicitation Statement/Prospectus.
Supplemental Disclosures
The following disclosure replaces the second paragraph on page 67 of the Joint Consent Solicitation Statement/Prospectus. The modified text is underlined
below:
The business combination agreement provides that, except as described below, each warrant to purchase shares of Sprint common
stock outstanding immediately prior to the effective time (which we refer to as a Sprint warrant) and all rights in respect thereof will automatically be canceled and retired and will cease to exist, and no consideration will be payable
of such Sprint warrant. However, the warrant to purchase 7,288,630 shares of Sprint common stock issued by Sprint to a
non-affiliate
of Sprint on May 16, 2016 (which we refer to as the specified
Sprint warrant) will be assumed by
T-Mobile
in connection with the transactions contemplated by the business combination agreement, unless exercised prior to the closing.
The holder of the specified
Sprint warrant was not involved in the negotiation of the merger transactions.
As of April 29, 2018, a warrant to purchase 54,579,924 shares of Sprint common stock issued by Sprint to Starburst on July 10, 2013 (which we refer to as
the SoftBank Sprint warrant) was outstanding. On July 10, 2018, Starburst exercised the SoftBank Sprint warrant and received 54,579,924 shares of Sprint common stock at a purchase price of $5.25 per share.