Filed by T-Mobile US, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Sprint Corporation
Commission File No.: 001-04721
On May 20, 2019,
T-Mobile
US, Inc. (the Company) and Sprint Corporation (Sprint and,
together with the Company, the Parties) filed with the Secretary of the Federal Communications Commission (the FCC) a written
ex parte
presentation (the Presentation) relating to the proposed
combination of the respective businesses (the Merger) of the Company and Sprint, pursuant to that certain Business Combination Agreement, dated as of April 29, 2018, by and among the Company, Sprint and the other parties thereto.
The completion of the Merger remains subject to regulatory approvals and certain other customary closing conditions.
Presentation Overview
To facilitate the FCCs
review and approval of the FCC license transfers associated with the proposed Merger, the Presentation includes proposed commitments from the Parties that provide, subject to the terms thereof, that: (1) the combined company following the
closing (the Closing) of the Merger (New
T-Mobile)
will build a world-leading 5G network; (2) rural Americans will receive robust high speed 5G broadband service;
(3) in-home
broadband competition will be enhanced; and (4) Boost Mobile (Boost), one of the Sprints existing prepaid brands, will be divested to a serious and credible buyer who can
compete aggressively in prepaid services on a long-term basis. In addition, in the Presentation, the Parties reconfirm their prior commitment to make available the same or better rate plans as those offered by
T-Mobile
or Sprint as of February 4, 2019 for three years following the Merger. Finally, the Parties make commitments concerning the Altice USA, Inc. (Altice) post-merger mobile virtual
network operator (MVNO) relationship with New
T-Mobile.
These commitments are summarized below, and the full text of the publicly available version of the Presentation can be accessed at the FCC
website at
https://www.fcc.gov/transaction/t-mobile-sprint
and New T-Mobile website at
https://newtmobile.com/wp-content/uploads/2019/05/FCC-Filing-May-20.pdf
.
Commitment to Build a World-Leading Nationwide 5G Network
The Parties have committed that, within three years of the Closing, New
T-Mobile
will cover three-fourths of the U.S.
population with
mid-band
spectrum and 97 percent of the U.S. population with
low-band
spectrum, resulting in almost
two-thirds
of Americans receiving download speeds in excess of 100 Mbps. Within six years of the Closing, the Parties committed to deploying a 5G network with:
low-band
coverage of at least 99 percent of the U.S. population;
mid-band
coverage of at least 88 percent of the U.S. population; a minimum number of 5G sites nationwide; an average number of
low-band
and
mid-band
5G spectrum deployed across the 5G sites; 99 percent of the U.S. population experiencing download speeds equal to, or greater than, 50 Mbps; and
90 percent of the U.S. population experiencing download speeds equal to, or greater than, 100 Mbps.
Commitment to Provide High-Speed 5G Services
for Rural America
The Parties have also committed that New
T-Mobile
will accelerate the deployment of
mid-band
and
low-band
sites in rural America. Specifically, high-capacity
mid-band
spectrum will be extended to 6.5 million more
rural Americans in the first three years of deployment faster than originally planned. Further, by year six, New
T-Mobile
will increase its
mid-band
coverage of
rural America by an additional 6.1 million rural Americans. As a result, within three years of the Closing, New
T-Mobile
will deliver 50 Mbps or higher to
two-thirds
of the rural population and 100 Mbps or higher to over half the rural population.
In addition, the
Parties have committed that, within six years of the Closing, New
T-Mobile
will deploy a 5G network with
low-band
coverage of at least 90 percent of the rural
population;
mid-band
coverage of at least 66.7 percent of the rural population; a minimum number of 5G sites in rural areas; an average number of
low-band
and
mid-band
5G spectrum deployed across the 5G sites; 90 percent of the rural population experiencing download speeds equal to, or greater than, 50 Mbps; and 66.7 percent of the rural population experiencing
download speeds equal to, or greater than, 100 Mbps.