Sprint solicits consents for eight series of notes as part of merger

New York, May 7 – Sprint Corp. announced consent solicitations for eight series of its notes as part of the company’s planned merger with T-Mobile US, Inc.

The notes covered by the solicitation are Sprint’s $2.25 billion of 7¼% notes due 2021, $4.25 billion of 7 7/8% notes due 2023, $2.5 billion of 7 1/8% notes due 2024, $1.5 billion of 7 5/8% notes due 2025 and $1.5 billion of 7 5/8% notes due 2026, according to a news release.

In addition, Sprint’s subsidiary Sprint Communications, Inc. is soliciting consents for its $1.5 billion of 11½% senior notes due 2021, $1 billion of 7% senior notes due 2020 and $2.28 billion of 6% senior notes due 2022.

Sprint is seeking to amend the definition of “change of control” in the note indentures to exclude the transaction with T-Mobile and to amend the definition of “permitted holder” to include SoftBank, T-Mobile, Deutsche Telekom and their affiliates and successors and certain groups of which they are members.

Sprint is also seeking to add a restriction on consolidations, mergers and transfers of all or substantially all property and assets of T-Mobile USA and to remove the restriction on transfers of all or substantially all property and assets of Sprint.

In addition, on the closing of the transaction with T-Mobile, T-Mobile and T-Mobile USA will guarantee the Sprint notes, whether or not the consents are received.

Sprint said that under the note indenture the occurrence of a change of control and a ratings decline will constitute a change-of-control triggering event requiring Sprint to offer to repurchase the notes at 101% of par plus accrued interest.

The proposed amendments will remove the requirement to make a change-of-control offer.

Sprint is offering to pay aggregate consent payments, to be divided equally among consenting noteholders, of $2,812,500 for its 2021 notes, $10,625,000 for its 2023 notes, $6.25 million for its 2024 notes, $3.75 million for its 2025 notes and $3.75 million for its 2026 notes.

For the Sprint Communications notes, Sprint is offering an aggregate consent payment of $1,875,000 for the 2020 notes, $1.25 million for the 2021 notes and $5.7 million for the 2022 notes.

Once the necessary consents are received, Sprint plans to execute a supplemental indenture but it will not become operative until immediately before the completion of the transaction with T-Mobile.

The consent solicitations expire at 5 p.m. ET on May 11.

J.P. Morgan Securities LLC (866 834-4666 or 212 834-4811) is lead solicitation agent and Deutsche Bank Securities Inc. is co-solicitation agent. Georgeson Inc. (866 856-2826, 212 440-9800 or sprint@georgeson.com) is information agent.

Sprint is an Overland Park, Kan. telecommunications company.

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