May 23, 2017
Sprint Announces Early Tender Results and Upsizing of Its Cash Tender Offers for Its 9.000% Guaranteed Notes Due 2018 and Its 8.375% Notes Due 2017
OVERLAND PARK, Kan. (BUSINESS WIRE), May 23, 2017 - Sprint Corporation (NYSE:S), today announced the early tender results and upsizing of the previously announced tender offers (the “Tender Offers”) by its wholly-owned subsidiary, Sprint Communications, Inc. (the “Company”), for the Company’s 9.000% Guaranteed Notes due 2018 (the “2018 Notes”) and the Company’s 8.375% Notes due 2017 (the “2017 Notes” and, together with the 2018 Notes, the “Notes”). The Company has amended the terms of the Tender Offers to increase the combined aggregate principal amount of Notes subject to the Tender Offers (the “Aggregate Maximum Amount”) from $1,000,000,000 to $1,700,000,000 and to increase the aggregate principal amount acceptance sublimit applicable to the 2018 Notes (the “2018 Notes Sublimit”) from $500,000,000 to $1,200,000,000.
The aggregate principal amount of 2018 Notes and 2017 Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on May 22, 2017 (the “Early Tender Date”) and the aggregate principal amount of each series of Notes that are, subject to the satisfaction of customary conditions, expected to be accepted for purchase by the Company on May 23, 2017 are specified in the table below.
It is expected that, because the aggregate principal amount of the 2018 Notes validly tendered and not validly withdrawn prior to the Early Tender Date exceeds the 2018 Notes Sublimit, as amended as described above, no additional 2018 Notes tendered after the Early Tender Date will be accepted for purchase and 2018 Notes not accepted, including 2018 Notes not accepted because of proration, will be returned promptly.
For any 2017 Notes that are validly tendered after the Early Tender Date and at or prior to 11:59 P.M., New York City time, on June 6, 2017 (the “Expiration Date”) settlement, subject to pro ration, will occur on the Final Settlement Date, which is expected to be on June 7, 2017. Holders tendering 2017 Notes after the Early Tender Date will only receive the Tender Offer Consideration of $985.70. As of the Early Tender Date, an aggregate principal amount of $112,457,000 of the 2017 Notes remain available to be purchased in the Tender Offer for the 2017 Notes pursuant to the Aggregate Maximum Amount. Any 2017 Notes tendered after the Early Tender Date and not accepted, including 2017 Notes not accepted because of proration, will be returned promptly.
Full details of the terms and conditions of the Tender Offers are described in the Company’s Offer to Purchase, dated May 9, 2017 (as amended hereby, the “Offer to Purchase”), and the related Letter of Transmittal, which have been sent by the Company to holders of the Notes. Holders of the Notes are encouraged to carefully read these documents, as they contain important information regarding the Tender Offers.
The Tender Offers are subject to the satisfaction or waiver of certain conditions to the Tender Offers set forth in the Offer to Purchase.
The Company has retained J.P. Morgan Securities LLC and Citigroup Global Markets Inc. to act as the dealer managers for the Tender Offers and Ipreo LLC as the Tender Agent and Information Agent for the Tender Offers. Questions regarding the Tender Offers may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) and Citigroup Global Markets Inc. at (800) 558-3745 (toll-free), or Ipreo LLC at (212) 849-3880 (collect), (888) 593-9546 (toll-free) or email email@example.com. Requests for additional copies of this Offer to Purchase or the Letter of Transmittal should be directed to the Information Agent at the phone number above.
None of Sprint Corporation, its subsidiaries (including the Company), its board of directors, its employees, the dealer managers, the tender agent and information agent or the trustee with respect to the Notes is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers. Holders must make their own decisions as to whether to participate in the Tender Offers, and, if so, the principal amount of Notes to tender.
The Tender Offers are only being made pursuant to the Offer to Purchase and the related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer. The Tender Offers are not being made to, nor will Notes be accepted for purchase from or on behalf of, holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Sprint is a communications services company that creates more and better ways to connect its customers to the things they care about most. Sprint served 59.7 million connections as of March 31, 2017 and is widely recognized for developing, engineering and deploying innovative technologies, including the first wireless 4G service from a national carrier in the United States; leading no-contract brands including Virgin Mobile USA, Boost Mobile, and Assurance Wireless; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. Sprint has been named to the Dow Jones Sustainability Index (DJSI) North America for the past five years.
This press release contains forward-looking statements regarding future events that involve risks and uncertainties, including statements related to the expected settlement date of the Tender Offers. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially, including the risks related to the acceptance of any tendered Notes, the expiration and settlement of the Tender Offers, the satisfaction of conditions to the Tender Offers, whether the Tender Offers will be consummated in accordance with the terms set forth in the Offer to Purchase or at all and the timing of any of the foregoing as well as other risks and uncertainties identified in our most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission. The forward-looking statements speak only as of the date they were made and undue reliance should not be placed on these statements. The Company disclaims any obligation to update any forward-looking statements as a result of new information, future events or otherwise.