Important Additional Information
In connection with the proposed transaction,
T-Mobile
US, Inc.
(T-Mobile)
has filed a registration statement on Form
S-4
(File
No. 333-226435),
which contains 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). The registration statement on Form
S-4
was declared effective by the SEC on Oct. 29, 2018, and
T-Mobile
and Sprint commenced mailing the joint consent solicitation statement/prospectus to their respective
stockholders on Oct. 29, 2018. 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. Investors and security holders may obtain these documents free of charge from the SECs website or from
T-Mobile
or Sprint. The documents filed by
T-Mobile
may be obtained free of charge at
T-Mobiles
website, at
www.t-mobile.com
, or at the SECs website, at
www.sec.gov
, or 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 may be obtained free of charge at Sprints website, at
www.sprint.com
, or at the SECs website, at
www.sec.gov
, or 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 26, 2018, for its 2018 Annual Meeting of Stockholders, and in Sprints subsequent Current Report on Form
8-K
filed with the SEC on July 2, 2018. Other information regarding the
participants in the consent solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint consent solicitation statement/prospectus. Investors should read the joint consent
solicitation statement/prospectus carefully 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 the Form
S-4,
as well as in Sprints Annual Report on Form
10-K
for the fiscal year ended March 31, 2018 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.