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:
Aggregate
Early principal Acceptance Tender Offer
Tender Total CUSIP/ISIN amount
Priority Acceptance Consideration
Premium Consideration Title of Notes
numbers outstanding Level
Sublimit
(1)
(1) (1) (2)
9.000% Guaranteed Notes
852061 AK6 /
$3,000,000,000
1
$500,000,000
$1,070.00
$30.00
$1,100.00
due 2018
US852061AK63 U84691 AB7 / USU84691AB73
8.375% Notes due 2017
852061 AF7 /
$1,300,000,000
2
None
$985.70
$30.00
$1,015.70
US852061AF78
(1) Per $1,000 principal amount of Notes. (2)
Includes the Early Tender Premium.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170509005881/en/
SprintMedia ContactDave
Tovardavid.tovar@sprint.comorInvestor ContactJud
Henryinvestor.relations@sprint.com
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