Sprint Corporation Announces Pricing of Private Placement Offering of Wireless Spectrum-Backed Notes
October 20 2016 - 4:15PM
Business Wire
Sprint Corporation (NYSE:S) announced today that three wholly
owned special purpose subsidiaries (the “Issuers”) have priced an
offer of $3.5 billion of Series 2016-1 3.36% Senior Secured Notes,
Class A-1 (the “Notes”) in a private transaction that is exempt
from the registration requirements of the Securities Act of 1933
(the “Securities Act”). The Notes are being issued at 99.99834% of
their principal amount, provide for an interest-only period
followed by quarterly amortization payments beginning on December
20, 2017, have a weighted average life of approximately three years
and have an “anticipated repayment date” of September 20, 2021. The
Notes offering is anticipated to close on October 27, 2016.
The Issuers’ directly owned subsidiaries will acquire a
portfolio of FCC licenses and a small number of third-party leased
license agreements (the “Spectrum Portfolio”) from subsidiaries of
Sprint, which comprise a portion of Sprint’s 2.5GHz and 1.9GHz
spectrum holdings, representing approximately 14 percent of
Sprint’s total spectrum holdings on a MHz-pops basis. The Spectrum
Portfolio will serve as collateral for the Notes.
The Spectrum Portfolio is currently utilized by approximately 77
percent of all of Sprint’s 2.5GHz enabled sites and approximately
33 percent of Sprint’s 1.9GHz enabled sites. The Spectrum Portfolio
will be leased back to Sprint Communications Inc. pursuant to a
long-term lease agreement, the rental payments for which are
sufficient to service the Notes. Based on an independent
third-party valuation, the central value of the Spectrum Portfolio
as of June 30, 2017, based on the various assumptions and
limitations set forth in the valuation report, is approximately
$16.4 billion.
The Notes are being issued pursuant to a $7 billion program
established for this structure, consisting of the initial issuance
and potentially future issuances, subject to certain conditions.
The Notes are expected to be rated investment grade by both Moody’s
and Fitch.
The Notes have not been registered under the Securities Act or
the securities laws of any other jurisdiction and may not be
offered or sold in the United States absent registration or an
applicable exemption therefrom. The Notes are being offered only to
Qualified Institutional Buyers as defined in Rule 144A under the
Securities Act that are also Qualified Purchasers as defined under
the Investment Company Act of 1940 and to persons outside the
United States that are not U.S. Persons as defined in Regulation S
under the Securities Act and are also Qualified Purchasers.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes and shall not constitute
an offer, solicitation or sale of any Notes in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
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 more than 59.4 million connections
as of June 30, 2016, 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.
Cautionary Note Regarding Forward-Looking Statements
This news release includes “forward-looking statements” within
the meaning of the securities laws. The statements in this news
release regarding Sprint Corporation’s current expectations and
beliefs as well as other statements that are not historical facts
are forward-looking statements. Forward-looking statements are
estimates and projections reflecting management’s judgment based on
currently available information and involve a number of risks and
uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. All
information set forth in this release is as of Oct. 20, 2016.
Sprint Corporation does not intend, and undertakes no duty, to
update this information to reflect future events or circumstances.
Information about certain potential factors that could affect our
business and financial results and cause actual results to differ
materially from those expressed or implied in any forward-looking
statements are included from time to time in our filings with the
Securities and Exchange Commission, including Part 1, Item 1A
“Risk Factors” in our Annual Report on Form 10-K for the year ended
March 31, 2016, and our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2016.
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version on businesswire.com: http://www.businesswire.com/news/home/20161020006535/en/
Media Contact:SprintDavid Tovar,
913-315-1491david.tovar@sprint.comorInvestor
Contact:SprintJud Henry,
800-259-3755Investor.Relations@sprint.com
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