Item 8.01 Other Events.
As previously disclosed,
T-Mobile
US, Inc.
(T-Mobile)
is party to
that certain Business Combination Agreement, dated as of April 29, 2018 (the Business Combination Agreement), by and among
T-Mobile,
Huron Merger Sub LLC, a Delaware limited liability company,
Superior Merger Sub Corporation, a Delaware corporation, Sprint Corporation, a Delaware corporation (Sprint), Starburst I, Inc., a Delaware corporation, Galaxy Investment Holdings, Inc., a Delaware corporation, and for the limited
purposes set forth therein, 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
, pursuant to
which T-Mobile and
Sprint will combine their respective businesses,
on the terms and subject to the conditions set forth in the Business Combination Agreement (the Merger Transactions).
On April 27, 2019,
the parties to the Business Combination Agreement extended the Outside Date (as defined in the Business Combination Agreement) to July 29, 2019. The completion of the Merger Transactions remains subject to regulatory approvals and certain other
customary closing conditions.
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-Mobiles
website, at
www.t-mobile.com
, or at the SECs 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 Sprints website, at
www.sprint.com
, or at the SECs 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-Mobiles,
Sprints and
the combined companys 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-Mobiles
or Sprints common stock and on
T-Mobiles
or Sprints 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-Mobiles
or