OVERLAND PARK, Kan.,
March 14, 2018 /PRNewswire/
-- Sprint Corporation (NYSE:S) announced today that
three wholly owned special purpose subsidiaries (the "Issuers")
have priced an offering (the "Offering") of $3,937,500,000 wireless spectrum-backed notes
consisting of approximately $2.1
billion of Series 2018-1 4.738% Senior Secured Notes, Class
A-1 (the "Class A-1 Notes"), and $1.8
billion of Series 2018-1 5.152% Senior Secured Notes, Class
A-2 (the "Class A-2 Notes," and, together with the Class A-1 Notes,
the "Notes"), in a private transaction that is exempt from the
registration requirements of the Securities Act of 1933 (the
"Securities Act"). The Class A-1 Notes and Class A-2 Notes are
being issued at par, and provide for interest-only periods followed
by quarterly amortization payments beginning on June 20, 2021 and June 20,
2023, weighted average lives of approximately 5.1 and 7.6
years and "anticipated repayment dates" of March 20, 2025 and March
20, 2028, respectively. The Offering is expected to close on
March 21, 2018.
The Issuers' directly owned subsidiaries have acquired a
portfolio of FCC licenses and a small number of third-party leased
license agreements (the "Spectrum Portfolio") from subsidiaries of
Sprint Communications, Inc., 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, which serves as collateral for the notes
issued by the Issuers (and which will be shared equally and ratably
with the Notes), remains substantially identical to the original
portfolio in October 2016.
The Notes are expected to be rated investment grade by both
Moody's and Fitch.
The Notes have not been and will not be 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 (NYSE: S) is a communications
services company that creates more and better ways to connect
its customers to the things they care about most. Sprint
served 54.6 million connections as of December 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. Today, Sprint's legacy of
innovation and service continues with an increased investment to
dramatically improve coverage, reliability, and speed across its
nationwide network and commitment to launching the
first 5G mobile network in the U.S. You can learn
more and visit Sprint at www.sprint.com or
www.facebook.com/sprint and www.twitter.com/sprint.
Cautionary Note Regarding Forward-Looking Statements
This release includes "forward-looking statements" within the
meaning of the securities laws. The words "may," "could," "should,"
"estimate," "project," "forecast," "intend," "expect,"
"anticipate," "believe," "target," "plan", "outlook," "providing
guidance," and similar expressions are intended to identify
information that is not historical in nature. All statements that
relate to our expectations regarding the Notes and the Offering 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. Sprint
believes these forward-looking statements are reasonable; however,
you should not place undue reliance on forward-looking statements,
which are based on current expectations and speak only as of the
date when made. Sprint undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law. In addition, forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ
materially from our company's historical experience and our present
expectations or projections. Factors that might cause such
differences include, but are not limited to, those discussed in
Sprint Corporation's Annual Report on Form 10-K for the fiscal year
ended March 31, 2017. You should
understand that it is not possible to predict or identify all such
factors. Consequently, you should not consider any such list to be
a complete set of all potential risks or uncertainties.
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SOURCE Sprint Corporation