UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 311, 2020

SPRINT CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

1-04721

46-1170005

(State of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

6200 Sprint Parkway,

Overland Park, Kansas

66251

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (913) 794-1091

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common stock, $0.01 par value

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On February 311, 2020, T-Mobile US, Inc. (“T-Mobile”) and Sprint Corporation (~~the~~ “~~Company~~Sprint”) issued ~~and~~a ~~sold~~press ~~$1.0 billion~~release ~~aggregate~~announcing ~~principal~~that ~~amount~~the ~~of 7~~U.~~250%~~S. ~~Guaranteed~~District ~~Notes~~Court ~~due~~for ~~2028 (~~the ~~“Notes”).~~Southern ~~The~~District ~~Notes~~of ~~were~~New ~~offered~~York ~~and~~issued ~~sold~~a ruling in favor of T-Mobile, Sprint and the ~~United~~other ~~States~~defendants toin ~~persons~~the ~~reasonably~~lawsuit ~~believed~~commenced toby becertain ~~qualified~~states ~~institutional~~attorneys ~~buyers~~general ~~pursuant~~relating to ~~Rule 144A~~the ~~under~~previously ~~the~~announced ~~Securities~~business ~~Act~~combination of ~~1933~~T-Mobile and Sprint, asdeclining ~~amended~~to (enjoin the ~~“Securities~~transaction. ~~Act”),~~The ~~and~~text ~~outside~~of the ~~United~~press ~~States~~release ~~pursuant~~is tofiled ~~Regulation~~as SExhibit ~~under~~99.1 ~~the~~and ~~Securities~~incorporated ~~Act~~herein by reference.

The Notes are fully and unconditionally guaranteed on a senior basis (the “SCI Guarantee”) by Sprint Communications, Inc., a wholly owned subsidiary of the Company (“SCI”). The SCI Guarantee is in turn fully and unconditionally guaranteed on a senior subordinated basis by each of the Company’s wholly-owned subsidiaries that guarantees its existing credit agreement (the “Subsidiary Guarantors”).

The Notes were issued pursuant to the Indenture (the “Base Indenture”), dated September 11, 2013, by and between the Company and the Bank of New York Mellon Trust Company, N.A., as the trustee (the “Trustee”), as amended and supplemented by the Seventh Supplemental Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated February 3, 2020, by and among the Company, SCI, the Subsidiary Guarantors and the Trustee.

The Indenture provides for customary events of default, including nonpayment and failure to comply with covenants or other agreements. If any event of default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding Notes of that series may declare all amounts under such Notes to be due and payable immediately.

The Indenture contains covenants that limit each of the Company’s and SCI’s ability to sell all or substantially all of its assets or to merge or consolidate with or into other companies and provide that the Company and certain of its subsidiaries’ may not grant liens to other creditors, subject to certain exceptions. In addition, upon the occurrence of a change of control (as defined in the Supplemental Indenture and not including the T-Mobile Transaction (as defined below)) combined with a downgrade of the Notes by the applicable rating agencies, the holders of Notes will have the right, subject to certain conditions, to require the Company to repurchase their Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, as of the date of repurchase. Additionally, the Supplemental Indenture provides that the Company and SCI will be limited in their ability to issue secured debt, and that SCI and the Subsidiary Guarantors will be limited in their ability to issue debt and to guarantee debt of the Company, in each case on the terms set forth in the Supplemental Indenture.

The Notes are payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2020. The Notes will mature on February 1, 2028. Prior to October 1, 2027 (four months prior to the maturity date of the Notes) (the “First Par Call Date”), the Company may, at its option, redeem the Notes at any time and from time to time, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable treasury rate plus 50 basis points, plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, on or after the First Par Call Date, the Company may, at its option, redeem the Notes at any time and from time to time, in whole or in part, at a redemption price equal to 100% of their principal amount plus accrued and unpaid interest, if any, to but excluding the redemption date.

The Company will be required to redeem all of the Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to but excluding the redemption date, upon the consummation of the transactions (the “T-Mobile Transaction”) contemplated by the Business Combination Agreement, dated as of April 29, 2018, by and among the Company, T-Mobile US, Inc., a Delaware corporation, Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile US, Inc., Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Huron Merger Sub LLC, Galaxy Investment Holdings, Inc., a Delaware corporation, Starburst I, Inc., a Delaware corporation, and, for the limited purposes of the covenants and representations set forth therein that are expressly obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands, and SoftBank Group Corp., a Japanese kabushiki kaisha, as it may be amended, supplemented or modified from time to time.

The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

The foregoing descriptions of the Indenture and the Notes are qualified in their entirety by reference to the Base Indenture, the Supplemental Indenture and the Notes, which are filed as Exhibits 4.1, 4.2 and 4.3 hereto and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this report:

Exhibit No.		Description
	4.1	Indenture, dated as of September 11, 2013, by and between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed September 11, 2013).
	99.1	Press Release issued by T-Mobile and Sprint on February 11, 2020
	4.2	Seventh Supplemental Indenture, dated February 3, 2020, between Sprint Corporation, Sprint Communications, Inc., the subsidiary guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee.
	4.3	Form of 7.250% Guaranteed Note due 2028 (included in Exhibit 4.2).
	104	Cover Page Interactive Data File (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.

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, including the antitrust litigation brought by the attorneys general of certain states and the District of Columbia; 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 the Form S-4, as well as in Sprint’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019 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. Sprint 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SPRINT CORPORATION

Date: February 3, 2020

/s/ Stefan K. Schnopp

Date: February 11, 2020

/s/ Stefan K. Schnopp

Stefan K. Schnopp

Stefan K. Schnopp

Corporate Secretary

Filing Compare · SPRINT LLC