OVERLAND PARK, Kan. (BUSINESS WIRE), November 13, 2012 - Sprint (NYSE: S) announced today that it has commenced a consent solicitation with respect to proposed amendments (the “Proposed Amendments”) to the indenture, as supplemented (the “Indenture”), governing its 8.375% Notes due 2017 (CUSIP No. 852061AF7), 11.500% Notes due 2021 (CUSIP Nos. 852061AM2 and 852061AH3), 9.000% Guaranteed Notes due 2018 (CUSIP Nos. 852061AK6 and U84691AB7), 9.125% Notes due 2017 (CUSIP Nos. 852061AP5 and U84691AC5), 7.000% Guaranteed Notes due 2020 (CUSIP Nos. 852061AQ3 and U84691AD3), and 7.000% Notes due 2020 (CUSIP No. 852061AR1) (collectively, the “Notes,” and each series of the Notes, a “Series”).
Sprint is soliciting consents from holders of record as of 5:00 p.m., New York City time, on November 9, 2012 (such date and time, the “Record Date”) to amend the definition of “Change of Control” contained in the Indenture pertaining to each Series to provide an exception to the definition of “Change of Control” for transactions involving one or more “Permitted Holders,” which are defined in the Proposed Amendments to include SoftBank Group Corp CORP. and its affiliates (collectively, “SoftBank Group Corp”).
Under the Indenture, the occurrence of both a “Change of Control” and a Ratings Decline (which is defined with respect to each Series as a ratings downgrade from both of Moody’s Investor Services, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”)) is a “Change of Control Triggering Event” requiring Sprint to make an offer to each holder of Notes to repurchase each holder’s Notes for 101% of the principal amount thereof plus accrued and unpaid interest (a “Change of Control Offer”). If the Proposed Amendments are adopted and SoftBank Group Corp becomes the beneficial owner, directly or indirectly, of more than 50% of the voting power of Sprint’s common stock or engages in a transaction otherwise constituting a Change of Control with SoftBank Group Corp, such transactions will not constitute a Change of Control under the Indenture, a Change of Control Triggering Event will not have occurred (without regard to any Ratings Decline) and Sprint will not be required to make a Change of Control Offer. Sprint was placed on “Review for Upgrade” by Moody’s and “Credit Watch Positive” by S&P on October 15, and October 11, 2012, respectively.
Sprint is offering to pay each holder of record as of the Record Date who validly delivers and does not validly revoke its consent on or prior to the Expiration Time (as defined below) a cash payment of $1.00 for each $1,000 in aggregate principal amount of Notes of all Series for which a consent is provided, subject to satisfaction or waiver of certain conditions, including the receipt of valid consents in respect of a majority in aggregate principal amount of the outstanding Notes, voting as a single class. If holders of a majority of the aggregate principal amount of the Notes of all Series, voting as a single class, do not consent to the Proposed Amendments, Sprint may in its sole discretion accept the requisite consents only with respect to specific Series of Notes, in which event only holders of Notes of such specific Series will be bound by the Proposed Amendments and only holders validly delivering consents in respect of such Series will receive the Consent Payment.
Sprint expects that, promptly after receipt of the requisite consents at or prior to the Expiration Time, we will give notice to The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) that the requisite consents have been obtained and Sprint, the subsidiary guarantors of the Notes, as applicable, and the Trustee will execute the supplemental indenture (the “New Supplemental Indenture”) that will amend the Indenture. Holders will not be able to revoke their consents after the execution (such time, the “Effective Time”) of the New Supplemental Indenture. Holders should note that the Effective Time may be prior to the Expiration Time and holders will not be given prior notice of such Effective Time.
The consent solicitation will expire at 5:00 p.m., New York City time, on November 19, 2012 (as such date may be extended by Sprint in its sole discretion) (the “Expiration Time”). Payment of the consent fee will be made promptly after the Expiration Time. Sprint in its sole discretion may terminate the consent solicitation without the obligation to make any cash payment at any time prior to the Effective Time, whether or not the requisite consents have been received. Except for the Proposed Amendments, all of the existing terms of the Notes and the Indenture will remain unchanged.
This press release does not set forth all of the terms and conditions of the consent solicitation. Holders of Notes should carefully read Sprint’s Consent Solicitation Statement, dated November 13, 2012, and the accompanying materials for a complete description of all terms and conditions before making any decision with respect to the consent solicitation. Sprint does not make any recommendation as to whether or not any holder should consent to the Proposed Amendments. Additional information concerning the terms and conditions of the consent solicitation, and the procedure for delivering consents, may be obtained from the solicitation agent, BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-4813 (collect). Copies of the Consent Solicitation Statement and related documents may be obtained from the information agent, Georgeson Inc., by calling (800) 676-0281 or (212) 440-9800 for banks and brokers or by email at email@example.com.
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Series of Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.
About Sprint Nextel
Sprint Nextel offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel served nearly 56 million customers at the end of the third quarter of 2012 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; offering industry-leading mobile data services, leading prepaid 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. The American Customer Satisfaction Index rated Sprint No. 1 among all national carriers in customer satisfaction and most improved, across all 47 industries, during the last four years. Newsweek ranked Sprint No. 3 in both its 2011 and 2012 Green Rankings, listing it as one of the nation’s greenest companies, the highest of any telecommunications company.