Today we took a big next step toward seeking regulatory approval for what we believe is the most important merger in U.S. history. In a standard filing with the Federal Communications Commissin (FCC), we’ve laid out in detail our plans to combine forces with T-Mobile to create the best nationwide 5G network and at the same time bring lots of other benefits to consumers, create jobs, and position us – and our country – as the true leader in mobile 5G.
The filing makes the case for why this is a great deal for U.S. competitiveness, U.S. consumers, and U.S. job growth, and also provides some powerful and compelling statistics in support of our future plans. This isn’t light reading - the filing is nearly 700 pages long - so here’s a summary of the main benefits:
This merger will allow us to deliver FASTER and DEEPER DEPLOYMENT of a NATIONWIDE 5G NETWORK through $40B in planned business and network INVESTMENTS.
- Combining Sprint’s capacity and T-Mobile’s coverage will deliver a robust 5G network and improve LTE service
- We expect to provide faster access to more cell sites than either of our companies could deliver on their own
- AT&T and Verizon will be forced to accelerate and increase investment in their 5G network plans
Our combined company will be able to offer LOWER PRICES, BETTER SERVICE and NEW OFFERINGS to MORE consumers. Here’s what to expect.
- An increase in network capacity – more supply means consumers will be paying less and getting more
- Greater choices for enterprise business customers at a lower unit price
- A new lower priced and higher quality alternative to in-home wired broadband
Many rural Americans don’t have access to high-speed mobile LTE broadband, but the new company will offer them IMPROVED BROADBAND and RETAIL SERVICE. Rural communities can expect:
- Download speeds of at least 10 Mbps to 45.9M rural residents
- Better outdoor wireless coverage to reach 59.4M rural residents and indoor wireless coverage to reach 31M rural residents
- Fixed in-home broadband service of at least 25/3 Mbps to 52.2 million rural residents
- And, 600 new stores!
The combined Sprint and T-Mobile will be a JOBS CREATOR, and we’re talking THOUSANDS.
- We will create more than 3,000 direct jobs initially
- In just a few years, that will increase to more than 11,000 jobs
- And, thousands more jobs will be created to support our 5G network build-out
In almost 700 pages, there are SO many reasons why this merger is necessary and will benefit all of YOU! So, we’ve updated our transaction website (https://allfor5g.com/) with additional information on the benefits of the merger.
We’ve said it before and we’ll say it again: 5G is the single most important American infrastructure project of our lifetimes. Upgrading American wireless networks to 5G technology will have massive impacts on the U.S. economy and its competitiveness in the decades ahead.
Together with T-Mobile, we can go further and faster to create a stronger competitor, benefits for consumers and spur incredible economic growth in wireless and beyond. By bringing together the complementary combination of Sprint’s capacity and T-Mobile’s coverage, we can deliver the first and best nationwide 5G network – faster than anyone, cheaper and with less impact to LTE connectivity.
Sprint and T-Mobile are fighting on behalf of consumers to put an end to limited options and high prices. We’re here for more choice, lower prices, and better services. That’s what we stand for, and we are ready to deliver on our promises. We can’t wait to combine our talented teams to create an even more powerful force for change in wireless and beyond.
Important Additional Information
In connection with the proposed transaction, T-Mobile US, Inc. (“T-Mobile”) will file a registration statement on Form S-4, which will contain 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”). 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. When final, a definitive copy of the joint consent solicitation statement/prospectus will be sent to T-Mobile and Sprint stockholders. Investors and security holders will be able to obtain the registration statement and the joint consent solicitation statement/prospectus free of charge from the SEC’s website or from T-Mobile or Sprint. The documents filed by T-Mobile with the SEC may be obtained free of charge at T-Mobile’s website, at www.t-mobile.com, or at the SEC’s website, at www.sec.gov. These documents may also be obtained free of charge 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 with the SEC may be obtained free of charge at Sprint’s website, at www.sprint.com, or at the SEC’s website, at www.sec.gov. These documents may also be obtained free of charge 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-Mobile’s directors and executive officers is available in T-Mobile’s proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprint’s directors and executive officers is available in Sprint’s proxy statement dated June 19, 2017, for its 2017 Annual Meeting of Stockholders, and in Sprint’s subsequent reports on Form 8-K filed with the SEC on January 4, 2018 and January 17, 2018. Other information regarding the participants in the consent solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint consent solicitation statement/prospectus and other relevant materials to be filed with the SEC regarding the acquisition when they become available. Investors should read the joint consent solicitation statement/prospectus carefully when it becomes available 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-Mobile’s, Sprint’s and the combined company’s 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-Mobile’s or Sprint’s common stock and on T-Mobile’s or Sprint’s 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-Mobile’s or Sprint’s 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-Mobile’s or Sprint’s common stock and on T-Mobile’s or Sprint’s 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 Sprint’s 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-Mobile’s or Sprint’s 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 T-Mobile’s 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, and in Sprint’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 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. T-Mobile and Sprint assume 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.