Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on October 27, 2016, Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC and Sprint Spectrum Co III LLC (together, the
Issuers
), each a Delaware limited liability company and limited-purpose, bankruptcy remote, wholly owned indirect subsidiary of Sprint Corporation (the
Company
), issued $3.5 billion in
aggregate principal amount of Series
2016-1
3.360% Senior Secured Notes,
Class A-1
(the
2016 Spectrum Notes
) under an Indenture, dated as
of October 27, 2016 (the
Base Indenture
), among the Issuers and Deutsche Bank Trust Company Americas, as trustee and securities intermediary (the
Trustee
), as supplemented by the Series
2016-1
Supplement, dated as of October 27, 2016, among the Issuers and the Trustee.
The 2016 Spectrum Notes were
issued in a securitization transaction pursuant to which a portfolio of Federal Communications Commission spectrum licenses and a small number of third-party leased spectrum license agreements (together, the
Spectrum
Portfolio
) held by certain subsidiaries of the Company, were contributed to Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, each a Delaware limited liability company
and limited-purpose, bankruptcy remote, wholly owned subsidiary of the Issuers (together, the
License Holders
). Pursuant to an Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016 (the
Spectrum Lease
), the License Holders leased the rights to use the Spectrum Portfolio for a
30-year
term to Sprint Communications, Inc. (
SCI
).
On March 12, 2018, the Base Indenture and Spectrum Lease were amended to, among other things, permit the contribution of additional spectrum from
subsidiaries of the Company to the License Holders in connection with the issuance of additional notes in excess of the Maximum Program Amount (as defined in the Base Indenture), permit the joining of additional parties to account for the
contribution of additional spectrum, expand the ability to exchange spectrum in the Spectrum Portfolio and change certain requirements for the issuance of additional notes under the Base Indenture.
The preceding description of the amendments to the Base Indenture and the Spectrum Lease is a summary and is qualified in its entirety by the First
Supplemental Indenture, dated as of March 12, 2018, by and among the Issuers and the Trustee, and the First Amendment to Intra-Company Spectrum Lease Agreement, dated as of March 12, 2018, by and among the License Holders, SCI, Sprint
Intermediate Holdco LLC, Sprint Intermediate Holdco II LLC, Sprint Intermediate Holdco III LLC and the guarantors named therein, which are both filed as exhibits hereto and incorporated by reference herein.