Sprint.com

May 09, 2017

Sprint Announces Cash Tender Offers for up to $1 Billion Aggregate Principal Amount of its 9.000% Guaranteed Notes due 2018 and its 8.375% Notes due 2017

OVERLAND PARK, Kan. (BUSINESS WIRE), May 09, 2017 - Sprint Corporation (NYSE:S), today announced that its wholly-owned subsidiary, Sprint Communications, Inc. (the “Company”), has commenced tender offers (collectively, the “Tender Offers”) to purchase for cash up to an aggregate principal amount of $1,000,000,000 (the “Aggregate Maximum Amount”) of its 9.000% Guaranteed Notes due 2018 (the “2018 Notes”) and its 8.375% Notes due 2017 (the “2017 Notes”), each as described further in the table below (collectively, the “Notes”). The Tender Offer with respect to the 2018 Notes is also subject to a maximum aggregate principal amount sublimit of $500,000,000 (the “2018 Notes Sublimit”).

The terms and conditions of the Tender Offers are described in the Company's Offer to Purchase, dated May 9, 2017 (the “Offer to Purchase”), and the related Letter of Transmittal. The Tender Offers are intended to lower the Company’s current overall interest expense and decrease current debt levels. The Tender Offers will be funded by the Company from available cash on hand.

The following table summarizes certain material terms for the Tender Offers:











Subject to the Aggregate Maximum Tender Amount, the 2018 Notes Sublimit, and proration, purchases of Notes pursuant to the Tender Offers will be made in accordance with the Acceptance Priority Level for each series of Notes as set forth in the table above (with 1 being the highest Acceptance Priority Level) and may be prorated as set forth in the Offer to Purchase, provided that Notes tendered at or prior to before the Early Tender Date (as defined below) will be accepted for purchase in priority to Notes tendered after the Early Tender Date.

The Tender Offers will each expire at 11:59 P.M., New York City time, on June 6, 2017, unless extended (such date and time, as it may be extended, the “Expiration Date”) or earlier terminated by the Company in accordance with the terms of the Offer to Purchase. No tenders submitted after the Expiration Date will be valid.

Tendered Notes may be validly withdrawn from the applicable Tender Offer at or prior to, but not after, 5:00 p.m., New York City time, on May 22, 2017 (such date and time, as it may be extended, the “Withdrawal Deadline”), unless otherwise required by law. Holders who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes unless withdrawal rights are required to be extended pursuant to applicable law.

Subject to the terms and conditions of the Tender Offers, holders who validly tender, and do not validly withdraw, their Notes pursuant to the applicable Offer at or prior to 5:00 P.M., New York City time, on May 22, 2017 (as it may be extended, the “Early Tender Date”), and whose Notes are accepted for purchase, will receive the applicable Total Consideration set forth in the table above for each $1,000 principal amount of Notes purchased pursuant to the Offers (the “Total Consideration”), which includes the early tender premium of $30.00 per $1,000 principal amount of Notes (the “Early Tender Premium”). Subject to the terms and conditions of the Offers, holders who validly tender their Notes after the Early Tender Date and at or prior to 11:59 P.M., New York City time, on the Expiration Date, and whose Notes are accepted for purchase, will receive only the applicable Tender Offer Consideration amount set forth in the table above for each $1,000 principal amount of Notes purchased pursuant to the Offers (the “Tender Offer Consideration”), which is equal to the applicable Total Consideration minus the Early Tender Premium. In addition to the applicable Total Consideration or the Tender Offer Consideration, all holders of Notes accepted for purchase pursuant to the Offers will, on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable, also receive accrued and unpaid interest on their Notes purchased from the applicable last interest payment date with respect to such Notes up to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable.

The Company expects to accept for purchase any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on the early settlement date (the “Early Settlement Date”), subject to the Acceptance Priority Levels, the Aggregate Maximum Tender Amount and the 2018 Notes Sublimit. The Early Settlement Date is currently expected to occur on May 23, 2017. On the Early Settlement Date, the Company expects to purchase Notes validly tendered at or prior to the Early Tender Date, subject to the Aggregate Maximum Tender Amount, the 2018 Notes Sublimit, the Acceptance Priority Levels and proration, each as described in the Offer to Purchase. To the extent that the Offers are not fully subscribed at the Early Tender Date, the Company expects to purchase any remaining Notes that have been validly tendered after the Early Tender Date and at or prior to the Expiration Date and that the Company accepts for purchase in accordance with the terms of the Tender Offers, including the Aggregate Maximum Tender Amount, the 2018 Notes Sublimit, the Acceptance Priority Levels and proration, each as described in the Offer to Purchase, promptly following the Expiration Date (the “Final Settlement Date”). Any Final Settlement Date is expected to occur on June 7, 2017.

Subject to the Aggregate Maximum Tender Amount, the 2018 Notes Sublimit, and proration, the Notes accepted for payment will be accepted in accordance with their Acceptance Priority Levels set forth in the table above (with 1 being the highest Acceptance Priority Level), provided that Notes tendered at or before the Early Tender Date will be accepted for purchase in priority to other Notes tendered after the Early Tender Date, even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Date.

The amount of Notes of both series that are purchased in the Tender Offers is subject to the Aggregate Maximum Tender Amount and the amount 2018 Notes purchased in the Tenders Offers is further subject to the 2018 Notes Sublimit. If the aggregate principal amount of Notes of both series validly tendered and not validly withdrawn exceeds the Aggregate Maximum Tender Amount, the Notes will be prorated based on the aggregate principal amount of Notes tendered in the Tender Offers, subject to the 2018 Notes Sublimit and the Acceptance Priority Levels set forth in the table above. If the principal amount of 2018 Notes validly tendered and not validly withdrawn exceeds the 2018 Notes Sublimit, the 2018 Notes purchased will be subject to proration based on the aggregate principal amount of 2018 Notes tendered in the Offer for such 2018 Notes, provided that 2018 Notes tendered at or prior to the Early Tender Date will be accepted for purchase in priority to 2018 Notes tendered after the Early Tender Date and prior to the Expiration Date and if the 2018 Notes Sublimit is exceeded at the Early Tender Date, the 2018 Notes tender at or prior to the Early Tender Date shall constitute a separate proration pool. If the aggregate principal amount of Notes of both series validly tendered at or before the Early Tender Date exceeds the Aggregate Maximum Tender Amount, the Company will not accept for purchase any Notes tendered after the Early Tender Date. If the aggregate principal amount of 2018 Notes validly tendered at or before the Early Tender Date exceeds the 2018 Notes Sublimit, the Company will not accept for purchase any 2018 Notes tendered after the Early Tender Date.

The Offers are subject to the satisfaction or waiver of certain conditions to the Offers set forth in the Offer to Purchase. The Offers are not conditioned upon a minimum principal amount of Notes being tendered or upon receipt of financing.

Full details of the terms and conditions of the Tender Offers are described in the Offer to Purchase and related Letter of Transmittal, which are being sent by the Company to holders of the Notes. Holders of the Notes are encouraged to read these documents, as they contain important information regarding the Tender Offers.

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 tenderoffer@ipreo.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.

About Sprint

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.

Forward-Looking Statements

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.

 

Contact(s):

Sprint
Media Contact
Dave Tovar
david.tovar@sprint.com
or
Investor Contact
Jud Henry
investor.relations@sprint.com


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