Item 8.01 Other Events.
As previously announced on April 29, 2018, T-Mobile US, Inc., a Delaware
corporation ("T-Mobile"), and Sprint Corporation, a Delaware corporation
("Sprint"), along with the other parties signatory thereto, entered into a
Business Combination Agreement (as amended, the "Business Combination
Agreement"). The Business Combination Agreement provides for, among other things
and subject to the terms and subject to the conditions set forth therein, the
merger of a wholly owned subsidiary of T-Mobile with and into Sprint, with
Sprint continuing as the surviving corporation and as a wholly owned subsidiary
of T-Mobile (the "Merger").
On March 19, 2020, T-Mobile issued a press release announcing that it is
currently financially prepared to close the Merger, based on its previously
secured commitments for bridge financing and senior credit facility financing,
subject to the satisfaction of customary closing conditions under its commitment
letter. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated March 19, 2020.
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document).
Important Additional Information
In connection with the proposed transaction, T-Mobile US, Inc. ("T-Mobile") has
filed a registration statement on Form S-4 (File No. 333-226435), which was
declared effective by the U.S. Securities and Exchange Commission (the "SEC") on
October 29, 2018, and which contains 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 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. The documents
filed by T-Mobile 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, or 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 may be obtained free of charge at Sprint's website, at
www.sprint.com, or at the SEC's website, at www.sec.gov, or 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.
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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, adverse economic, political or market conditions in the
U.S. and international markets and other factors such as natural disasters,
pandemics and outbreaks of contagious diseases and other adverse public health
developments, such as COVID-19; 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, including the antitrust
litigation brought by the attorneys general of certain states and the District
of Columbia; the
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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 the Form
S-4, as well as in T-Mobile's Annual Report on Form 10-K for the fiscal year
ended December 31, 2019 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. 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 assumes 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.
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