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 was declared effective by
the U.S. Securities and Exchange Commission (the SEC) on October 29, 2018, and 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 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. 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.
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
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
. Forward-looking statements are based on current expectations and
assumptions, which are subject to