Commitment for
In-Home
Broadband
The Parties have committed that, within three years of the Closing, New
T-Mobile
will market the
in-home
broadband service to at least 9.6 million eligible households, of which at least 2.6 million are rural households and will have a minimum number of supported households, including a minimum number
of supported rural households. In addition, within six years of the Closing, New
T-Mobile
will market its
in-home
broadband service to at least 28 million eligible
households, of which 5.6 million are rural households, and will have a minimum number of supported households, including a minimum number of supported rural households.
Commitment to Divest Boost Mobile
The Parties have
committed that following the Closing, New
T-Mobile
will divest Boost through a market-based process to a serious and credible buyer. New
T-Mobile
will offer the Boost
buyer terms for a
six-year
wholesale MVNO agreement that will include wholesale rates that will meaningfully improve upon the commercial terms reflected in the most favorable of T-Mobiles and
Sprints three largest MVNO agreements. The Parties have committed that New
T-Mobile
will identify the buyer of Boost and submit the negotiated MVNO agreement to the FCC within 120 days of the Closing
(subject to two
30-day
extensions).
Pricing Commitment
The Parties have reaffirmed their prior pricing commitment New
T-Mobile
will deliver the same or better value at
the same or better prices than those currently offered by the Company or Sprint for three years following the Closing.
Commitments Regarding Altice
The Parties have committed that New
T-Mobile
will not exercise any termination rights under Altices MVNO
agreement with Sprint that might be triggered by the Merger. In addition, the Parties have committed that New
T-Mobile
will engage in good faith negotiations to expand the existing agreement between Sprint and
Altice to the New
T-Mobile
5G network.
The commitments described above will be enforced by strong verification
measures, substantial voluntary contributions by New
T-Mobile
for missed deadlines, and continuation of the voluntary contributions until unmet obligations are fulfilled. Such voluntary contributions, if
payable, could, in the aggregate, be material and could adversely affect New
T-Mobiles
business, financial condition and operating results.
The information in Item 7.01 of this Current Report on Form
8-K
is being furnished and shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as expressly set forth by specific reference in such filing.
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.