UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a party other than the Registrant ¨
Check appropriate box:
| ¨ | Preliminary Proxy Statement | |||
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
| ¨ | Definitive Proxy Statement | |||
| ¨ | Definitive Additional Materials | |||
| x | Soliciting Material under § 240.14a-12 | |||
| SPRINT NEXTEL CORPORATION | ||||
| (Name of Registrant as Specified in Its Charter) | ||||
| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | ||||
| Payment of filing fee (Check the appropriate box): | ||||
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0- 11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid: | |||
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| ¨ | Fee paid previously with preliminary materials: | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |||
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| (2) | Form, Schedule or Registration Statement No.:
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News Release
Sprint Nextel
6200 Sprint Parkway
Overland Park, Kan. 66251
Contacts:
For SoftBank
SoftBank Press Office
+ 81 3 6889 2300
Jim Barron / John Christiansen
212-687-8080 / 415-618-8750
For Sprint
Bill White, Media Contact
913-794-1099 / bill.white@sprint.com
Brad Hampton, Investor Contact
800-259-3755 / investor.relations@sprint.com
SoftBank to Acquire 70% Stake in Sprint
Sprint Stockholders to Receive Total Consideration of $12.1 Billion in Cash and
30% Ownership in Newly Capitalized Sprint
Transaction Provides Sprint with $8.0 Billion of New Capital
Sprint to Leverage SoftBank’s Experience in Deployment of LTE
as Sprint’s Nationwide Rollout of 4G LTE Continues
Significant Investment in the United States
by One of the World’s Most Successful and Innovative Companies
Sprint will host an investor conference call to discuss the transaction at 8 a.m. ET today. Participants may dial 800-938-1120 in the U.S. or Canada (706-634-7849 internationally) and provide the following ID: 44906693 or may listen via the Internet at www.sprint.com/investors
Tokyo and Overland Park, KS, October 15, 2012 – SOFTBANK CORP. (“SoftBank”) (TSE: 9984) and Sprint Nextel Corporation (“Sprint”) (NYSE: S) today announced that they have entered into a series of definitive agreements under which SoftBank will invest $20.1 billion in Sprint, consisting of $12.1 billion to be distributed to Sprint stockholders and $8.0 billion of new capital to strengthen Sprint’s balance sheet. Through this transaction, approximately 55% of current Sprint shares will be exchanged for $7.30 per share in cash, and the remaining shares will convert into shares of a new publicly traded entity, New Sprint. Following closing, SoftBank will own approximately 70% and Sprint equity holders will own approximately 30% of the shares of New Sprint on a fully-diluted basis.
SoftBank’s cash contribution, deep expertise in the deployment of next-generation wireless networks and track record of success in taking share in mature markets from larger telecommunications competitors are expected to create a stronger, more competitive New Sprint that will deliver significant benefits to U.S. consumers. The transaction has been approved by the Boards of Directors of both SoftBank and Sprint. Completion of the transaction is subject to Sprint stockholder approval, customary regulatory approvals and the satisfaction or waiver of other closing conditions. The companies expect the closing of the merger transaction to occur in mid-2013.
SoftBank Chairman and CEO, Masayoshi Son, said, “This transaction provides an excellent opportunity for SoftBank to leverage its expertise in smartphones and next-generation high speed networks, including LTE, to drive the mobile internet revolution in one of the world’s largest markets. As we have proven in Japan, we have achieved a v-shaped earnings recovery in the acquired mobile business and grown dramatically by introducing differentiated products to an incumbent-led market. Our track record of innovation, combined with Sprint’s strong brand and local leadership, provides a constructive beginning toward creating a more competitive American wireless market.”
The SoftBank transaction is expected to deliver the following benefits to Sprint and its stockholders:
| • | Provides stockholders the ability to realize an attractive cash premium or to hold shares in a stronger, better capitalized Sprint |
| • | Provides Sprint with $8.0 billion of primary capital to enhance its mobile network and strengthen its balance sheet |
| • | Enables Sprint to benefit from SoftBank’s global leadership in LTE network development and deployment |
| • | Improves operating scale |
| • | Creates opportunities for collaborative innovation in consumer services and applications |
Sprint CEO, Dan Hesse, said, “This is a transformative transaction for Sprint that creates immediate value for our stockholders, while providing an opportunity to participate in the future growth of a stronger, better capitalized Sprint going forward. Our management team is excited to work with SoftBank to learn from their successful deployment of LTE in Japan as we build out our advanced LTE network, improve the customer experience and continue the turnaround of our operations.”
Transaction Terms
| • | SoftBank will form a new U.S. subsidiary, New Sprint, which will invest $3.1 billion in a newly-issued Sprint convertible senior bond following this announcement. The convertible bond will have a 7-year term and 1.0% coupon rate, and will be convertible, subject to regulatory approval, into Sprint common stock at $5.25 per share. Immediately prior to the merger, the bond will be converted into shares of Sprint, which will become a wholly-owned subsidiary of New Sprint. |
| • | Following Sprint stockholder and regulatory approval, and the satisfaction or waiver of the other closing conditions to the merger transaction, SoftBank will further capitalize New Sprint with an additional $17 billion and effect a merger transaction in which New Sprint will become a publicly-traded company and Sprint will survive as its wholly-owned subsidiary. Of the $17 billion, $4.9 billion will be used to purchase newly issued common shares of New Sprint at $5.25 per share. The remaining $12.1 billion will be distributed to Sprint stockholders in exchange for approximately 55% of currently outstanding shares. The other 45% of currently outstanding shares will convert into shares of New Sprint. SoftBank will also receive a warrant to purchase 55 million additional Sprint shares at an exercise price of $5.25 per share. |
| • | Pursuant to the merger, holders of outstanding shares of Sprint common stock will have the right to elect between receiving $7.30 per Sprint share or one share of New Sprint stock per Sprint share, subject to proration. Holders of Sprint equity awards will receive equity awards in New Sprint. |
| • | Post-transaction, SoftBank will own approximately 70% and Sprint equity holders will own approximately 30% of New Sprint shares on a fully-diluted basis. |
| • | SoftBank is financing the transaction through a combination of cash on hand and a syndicated financing facility. |
| • | The transaction does not require Sprint to take any actions involving Clearwire Corporation other than those set forth in agreements Sprint has previously entered into with Clearwire and certain of its shareholders. |
After closing, Sprint’s headquarters will continue to be in Overland Park, Kansas. New Sprint will have a 10-member board of directors, including at least three members of Sprint’s board of directors. Mr. Hesse will continue as CEO of New Sprint and as a board member.
The Raine Group LLC and Mizuho Securities Co., Ltd. acted as lead financial advisors to SoftBank. Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Deutsche Bank AG, Tokyo Branch acted as mandated lead arrangers to SoftBank. Deutsche Bank also provided financial advice to SoftBank in connection with this transaction. SoftBank’s legal advisors included Morrison & Foerster LLP as lead counsel, Mori Hamada & Matsumoto as Japanese counsel, Dow Lohnes PLLC as regulatory counsel, Potter Anderson Corroon LLP as Delaware counsel, and Foulston & Siefkin LLP as Kansas counsel.
Citigroup Global Markets Inc., Rothschild Inc. and UBS Investment Bank acted as co-lead financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP acted as lead counsel to Sprint. Lawler, Metzger, Keeney and Logan served as regulatory counsel, and Polsinelli Shughart PC served as Kansas counsel.
About SoftBank
SoftBank was established in 1983 by its current Chairman & CEO Masayoshi Son and has based its business growth on the Internet. It is currently engaged in various businesses in the information industry, including mobile communications, broadband services, fixed-line telecommunications, and portal services. In terms of consolidated results for fiscal 2011, net sales increased 6.6% year on year to ¥3.2 trillion, operating income increased 7.3% to ¥675.2 billion, and net income rose 65.4% to ¥313.7 billion.
About Sprint Nextel
Sprint Nextel offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel served more than 56 million customers at the end of the second quarter of
2012 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; offering industry-leading mobile data services, leading prepaid 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. The American Customer Satisfaction Index rated Sprint No. 1 among all national carriers in customer satisfaction and most improved, across all 47 industries, during the last four years. Newsweek ranked Sprint No. 3 in its 2011 Green Rankings, listing it as one of the nation’s greenest companies, the highest of any telecommunications company. You can learn more and visit Sprint at www.sprint.com or www.facebook.com/sprint and www.twitter.com/sprint.
Cautionary Statement Regarding Forward Looking Statements
This document 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,” “providing guidance” and similar expressions are intended to identify information that is not historical in nature.
This document contains forward-looking statements relating to the proposed transaction between Sprint Nextel Corporation (“Sprint”) and SOFTBANK CORP. (“SoftBank”) and its group companies, including Starburst II, Inc. (“Starburst II”) pursuant to a merger agreement and bond purchase agreement. All statements, other than historical facts, including statements regarding the expected timing of the closing of the transaction; the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits of the transaction such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of SoftBank or Sprint; and any assumptions underlying any of the foregoing, are forward-looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that (1) one or more closing conditions to the transaction may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction or that the required approval by Sprint’s stockholders may not be obtained; (2) there may be a material adverse change of SoftBank or Sprint or the respective businesses of SoftBank or Sprint may suffer as a result of uncertainty surrounding the transaction; (3) the transaction may involve unexpected costs, liabilities or delays; (4) legal proceedings may be initiated related to the transaction; and (5) other risk factors as detailed from time to time in Sprint’s and Starburst II’s reports filed with the Securities and Exchange Commission (“SEC”), including Sprint’s Annual Report on Form 10-K for the year ended December 31, 2011 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and the proxy statement/prospectus to be contained in Starburst II’s Registration Statement on Form S-4, which are (or will be, when filed)
available on the SEC’s web site (www.sec.gov). There can be no assurance that the merger will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the merger will be realized.
None of Sprint, SoftBank or Starburst II undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed strategic combination, Starburst II plans to file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of Sprint, and that also will constitute a prospectus of Starburst II. Sprint will mail the proxy statement/prospectus to its stockholders. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The proxy statement/prospectus, as well as other filings containing information about Sprint, SoftBank and Starburst II, will be available, free of charge, from the SEC’s web site (www.sec.gov). Sprint’s SEC filings in connection with the transaction also may be obtained, free of charge, from Sprint’s web site (www.sprint.com) under the tab “About Us – Investors” and then under the heading “Documents and Filings – SEC Filings,” or by directing a request to Sprint, 6200 Sprint Parkway, Overland Park, Kansas 66251, Attention: Shareholder Relations or (913) 794-1091. Starburst II’s SEC filings in connection with the transaction (when filed) also may be obtained, free of charge, by directing a request to SoftBank, 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303, Japan; telephone: +81.3.6889.2290; e-mail: ir@softbank.co.jp.
Participants in the Merger Solicitation
The respective directors, executive officers and employees of Sprint, SoftBank, Starburst II and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding Sprint’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2011. Other information regarding the interests of such individuals as well as information regarding SoftBank’s and Starburst II’s directors and executive officers will be available in the proxy statement/prospectus when it becomes available. These documents can be obtained free of charge from the sources indicated above. This communication shall not constitute an offer to sell or the solicitation of 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 offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
 Sprint
/ SoftBank Investor Call
October 15, 2012 |
 Cautionary Statement
2
This presentation 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,” “providing guidance,”
and similar expressions are intended to identify information that is not historical
in nature. All statements that address operating performance, events or developments
that we expect or anticipate will occur in the future — including statements
relating to network performance, subscriber growth, and liquidity, and statements expressing
general views about future operating results — 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. With respect to
these forward-looking statements, management has made assumptions regarding, among other
things, development and deployment of new technologies; efficiencies and cost savings
of multimode technologies; customer and network usage; customer growth and retention;
service, coverage and quality; availability of devices; the timing of various events
and the economic environment. Sprint Nextel 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 Nextel 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 the company’s Annual Report on Form
10-K for the year ended December 31, 2011 filed with the U.S. Securities and
Exchange Commission, which are incorporated herein by reference and when filed, Part II,
Item 1A, “Risk Factors,” of our Form 10-Q for the quarter ended June
30, 2012. 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. |
 Soliciting Material Pursuant to14a-12
3
Cautionary Statement Regarding Forward Looking Statements
This document 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," "providing guidance" and similar expressions are intended to
identify information that is not historical in nature. This document contains forward-looking statements relating to the proposed transaction between
Sprint Nextel Corporation ("Sprint") and SOFTBANK CORP. ("Softbank") and its group companies,
including Starburst II, Inc. ("Starburst II") pursuant to a merger agreement and bond purchase
agreement. All statements, other than historical facts, including statements regarding the expected timing of the
closing of the transaction; the ability of the parties to complete the transaction considering the
various closing conditions; the expected benefits of the transaction such as improved operations, enhanced
revenues and cash flow, growth potential, market profile and financial strength; the competitive
ability and position of Softbank or Sprint; and any assumptions underlying any of the foregoing, are forward-
looking statements. Such statements are based upon current plans, estimates and expectations that
are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be
regarded as a representation that such plans, estimates or expectations will be achieved. You
should not place undue reliance on such statements. Important factors that could cause actual results to differ
materially from such plans, estimates or expectations include, among others, that (1) one or more
closing conditions to the transaction may not be satisfied or waived, on a timely basis or otherwise, including
that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the
transaction or that the required approval by Sprint’s stockholders may not be obtained; (2) there may be a
material adverse change of Softbank or Sprint or the respective businesses of Softbank or Sprint may
suffer as a result of uncertainty surrounding the transaction; (3) the transaction may involve unexpected
costs, liabilities or delays; (4) legal proceedings may be initiated related to the transaction; and
(5) other risk factors as detailed from time to time in Sprint's and Starburst II's reports filed with the Securities and
Exchange Commission ("SEC"), including Sprint's Annual Report on Form 10-K for the year
ended December 31, 2011 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and the proxy
statement/prospectus to be contained in Starburst II's Registration Statement on Form S-4, which
are (or will be, when filed) available on the SEC's web site (www.sec.gov). There can be no assurance that the
merger will be completed, or if it is completed, that it will close within the anticipated time period
or that the expected benefits of the merger will be realized. None of Sprint, Softbank or Starburst II undertakes any obligation to update any forward-looking
statement to reflect events or circumstances after the date on which the statement is made or to reflect
the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on any
of these forward-looking statements. Additional Information and Where to Find It
In connection with the proposed strategic combination, Starburst II plans to file with the SEC a
Registration Statement on Form S-4 that will include a proxy statement of Sprint, and that also will
constitute a prospectus of Starburst II. Sprint will mail the proxy statement/prospectus to its
stockholders. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The proxy statement/prospectus, as well as other filings containing information about Sprint, Softbank and Starburst II,
will be available, free of charge, from the SEC's web site (www.sec.gov). Sprint's SEC filings in
connection with the transaction also may be obtained, free of charge, from Sprint's web site (www.sprint.com)
under the tab "About Us – Investors" and then under the heading "Documents and Filings
– SEC Filings," or by directing a request to Sprint, 6200 Sprint Parkway, Overland Park, Kansas 66251, Attention:
Shareholder Relations or (913) 794-1091. Starburst II's SEC filings in connection with the
transaction (when filed) also may be obtained, free of charge, by directing a request to Softbank, 1-9-1 Higashi-
Shimbashi, Minato-ku, Tokyo 105-7303, Japan; telephone: +81.3.6889.2290; e-mail:
ir@softbank.co.jp. Participants in the Merger Solicitation
The respective directors, executive officers and employees of Sprint, Softbank, Starburst II and other
persons may be deemed to be participants in the solicitation of proxies in respect of the
transaction. Information regarding Sprint's directors and executive officers is available in its
Annual Report on Form 10-K for the year ended December 31, 2011. Other information regarding the interests of
such individuals as well as information regarding Softbank's and Starburst II's directors and executive
officers will be available in the proxy statement/prospectus when it becomes available. These documents
can be obtained free of charge from the sources indicated above. This communication shall not
constitute an offer to sell or the solicitation of 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 offer
of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended. |
 *Non-GAAP Financial Measures
Sprint Nextel provides financial measures determined in accordance with accounting
principles generally accepted in the United States (GAAP) and adjusted GAAP
(non-GAAP). The non-GAAP financial measures reflect industry conventions, or standard measures of liquidity, profitability or
performance commonly used by the investment community for comparability purposes. These
measurements should be considered in addition to, but not as a substitute for,
financial information prepared in accordance with GAAP. We have defined below each of the non-GAAP measures we use, but
these measures may not be synonymous to similar measurement terms used by other
companies. Sprint Nextel provides reconciliations of these non-GAAP measures in
its financial reporting. Because Sprint Nextel does not predict special items that
might occur in the future, and our forecasts are developed at a level of detail different
than that used to prepare GAAP-based financial measures, Sprint Nextel does not
provide reconciliations to GAAP of its forward-looking financial measures. The
measures used in this release include the following: OIBDA
is
operating
income/(loss)
before
depreciation
and
amortization.
Adjusted
OIBDA
is
OIBDA
excluding
severance,
exit
costs,
and
other
special
items. Adjusted
OIBDA Margin represents Adjusted OIBDA divided by non-equipment
net operating revenues for Wireless and Adjusted OIBDA divided by net operating
revenues for Wireline. We believe that Adjusted OIBDA and Adjusted OIBDA Margin provide useful information to investors
because
they
are
an
indicator
of
the
strength
and
performance
of
our
ongoing
business
operations,
including
our
ability
to
fund
discretionary
spending
such as capital expenditures, spectrum acquisitions and other investments and our ability to
incur and service debt. While depreciation and amortization are considered operating
costs under GAAP, these expenses primarily represent non-cash current period costs associated with the use of long-lived
tangible and definite-lived intangible assets. Adjusted OIBDA and Adjusted OIBDA Margin
are calculations commonly used as a basis for investors, analysts
and
credit
rating
agencies
to
evaluate
and
compare
the
periodic
and
future
operating
performance
and
value
of
companies
within
the
telecommunications industry.
4 |
 Sprint CEO
Dan Hesse
5 |
 Sprint
Turnaround Phases of the Sprint Turnaround
I. Recovery
II. Investment
III. Margin Expansion
2008 -
2011
2012 -
2013
2014+
6
•
Improve the Brand
•
Reverse subscriber
trends
•
Begin growing Revenue
•
Eliminate costs
•
Conserve Capital in
preparation for
investment phase
•
Build world-class network
platform
•
Eliminate duplicative
network cost structure
•
Focus on growth of core
Sprint Platform business
•
Expect strong margin
improvement from
Network Vision and
continued revenue
growth |
 Expected Transaction Benefits
•
Build shareholder value
-
Premium to current holders
-
Ownership in stronger, better capitalized Sprint
•
SoftBank expertise
-
Proven track record of challenging incumbent carriers
-
Leader in advanced technology
•
Financial strength and flexibility
-
Opportunities to invest, internally and externally,
to grow our business
•
Enables a stronger, more competitive #3 player in the
US market
-
Innovation and competition benefit US consumers
7 |
 SoftBank CEO
Masayoshi Son
8 |
 9
Cautionary Statement
This document 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,” “providing
guidance” and similar expressions are intended to identify information that is not historical in nature. This document contains forward-
looking statements relating to the proposed transaction between Sprint Nextel Corporation
(“Sprint”) and SOFTBANK CORP. (“SOFTBANK”) and its group companies, including
Starburst II, Inc. (“Starburst II”) pursuant to a merger agreement and bond purchase
agreement. All statements, other than historical facts,including, but not limited to, statements
regarding the expected timing of the closing of the transaction; the ability of the parties to
complete the transaction considering the various closing conditions; the expected benefits of
the transaction such as improved operations, enhanced revenues and cash flow, growth potential, market
profile and financial strength; the competitive ability and position of SOFTBANK or Sprint; and
any assumptions underlying any of the foregoing, are forward-looking statements. Such statements are based upon current plans, estimates and
expectations that are subject to risks, uncertainties and assumptions. The inclusion of such
statements should not be regarded as a representation that such plans, estimates or
expectations will be achieved. You should not place undue reliance on such statements.
Important factors that could cause actual results to differ materially from such plans,
estimates or expectations include, among others, that (1) one or more closing conditions to the
transaction may not be satisfied or waived, on a timely basis or otherwise, including that a
governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction or that the required approval by Sprint stockholders may not be obtained;
(2) there may be a material adverse change of SOFTBANK or Sprint, or the respective businesses of
SOFTBANK or Sprint may suffer as a result of uncertainty surrounding the transaction; (3) the
transaction may involve unexpected costs, liabilities or delays; (4) legal proceedings may be initiated related to the transaction; and (5) other risk factors as detailed
from time to time in Sprint’s and Starburst II’s reports filed with the Securities and
Exchange Commission (“SEC”), including Sprint’s Annual Report on Form 10-K for the year ended
December 31, 2011 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, and the
proxy statement/prospectus to be contained in Starburst II’s Registration Statement on
Form S-4, which are, (or will be, when filed) available on the SEC’s web site (www.sec.gov). There can be no assurance that the merger will be completed, or if it is
completed, that it will close within the anticipated time period or that the expected benefits of the
merger will be realized. None of Sprint, SOFTBANK or Starburst II undertakes any
obligation to update any forward-looking statement to reflect events or circumstances after the
date on which the statement is made or to reflect the occurrence of unanticipated events.
Readers are cautioned not to place undue reliance on any of these forward-looking statements.Additional Information and Where to Find It
In connection with the proposed strategic combination, Starburst II plans to file with the SEC
a Registration Statement on Form S-4 that will include a proxy statement of Sprint, and
that also will constitute a prospectus of Starburst II. Sprint will mail the proxy
statement/prospectus to its stockholders. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
The proxy statement/prospectus, as well as other filings containing information about Sprint
and Starburst II will be available, free of charge, from the SEC’s web site (www.sec.gov). Sprint’s SEC filings in
connection with the transaction also may be obtained, free of charge, from Sprint’s web
site (www.sprint.com) under the tab “About Us – Investors” and then under the heading “Documents and Filings –
SEC Filings,” or by directing a request to Sprint, 6200 Sprint Parkway, Overland Park, Kansas
66251, Attention: Shareholder Relations or (913) 794-1091.Starburst II’s SEC filings in
connection with the transaction (when filed) also may be obtained, free of charge, by directing a
request to SOFTBANK, 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303, Japan;
telephone: +81.3.6889.2290; e-mail: ir@softbank.co.jpParticipants in the
Merger Solicitation
The respective directors, executive officers and employees of Sprint, SOFTBANK, Starburst II
and other persons may be deemed to be participants in the solicitation of proxies in respect of
the transaction. Information regarding Sprint’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2011. Other
information regarding the interests of such individuals as well as information regarding
SOFTBANK’s and Starburst II’s directors and executive officers will be available in the proxy
statement/prospectus when it becomes available. These documents can be obtained free of charge
from the sources indicated above. This communication shall not constitute an offer to
sell or the solicitation of 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 offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. |
 Soliciting Material Pursuant to14a-12
10
•
Cautionary Statement Regarding Forward Looking Statements
•
This
document
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,”
“providing
guidance”
and
similar
expressions
are
intended
to
identify
information
that
is
not
historical in nature.
•
This
document
contains
forward-looking
statements
relating
to
the
proposed
transaction
between
Sprint
Nextel
Corporation
(“Sprint”)
and
SOFTBANK
CORP.
(“SoftBank”)
and
its
group
companies,
including
Starburst
II,
Inc.
(“Starburst
II”)
pursuant
to
a
merger
agreement
and
bond
purchase
agreement.
All
statements,
other
than
historical
facts,
including,
but
not
limited
to,
statements
regarding
the
expected
timing
of
the
closing
of
the
transaction;
the
ability
of
the
parties
to
complete
the
transaction
considering
the
various
closing
conditions;
the
expected
benefits
of
the
transaction
such
as
improved
operations,
enhanced
revenues
and
cash
flow,
growth
potential,
market
profile
and
financial
strength;
the
competitive
ability
and
position
of
or
Sprint;
and
any
assumptions
underlying
any
of
the
foregoing,
are
forward-looking
statements.
Such
statements
are
based
upon
current
plans,
estimates
and
expectations
that
are
subject
to
risks,
uncertainties
and
assumptions.
The
inclusion
of
such
statements
should
not
be
regarded
as
a
representation
that
such
plans,
estimates
or
expectations
will
be
achieved.
You
should
not
place
undue
reliance
on
such
statements.
Important
factors
that
could
cause
actual
results
to
differ
materially
from
such
plans,
estimates
or
expectations
include,
among
others,
that
(1)
one
or
more
closing
conditions
to
the
transaction
may
not
be
satisfied
or
waived,
on
a
timely
basis
or
otherwise,
including
that
a
governmental
entity
may
prohibit,
delay
or
refuse
to
grant
approval
for
the
consummation
of
the
transaction
or
that
the
required
approval
by
Sprint
stockholders
may
not
be
obtained;
(2)
there
may
be
a
material
adverse
change
of
SOFTBANK
or
Sprint,
or
the
respective
businesses
of
SoftBank
or
Sprint
may
suffer
as
a
result
of
uncertainty
surrounding
the
transaction;
(3)
the
transaction
may
involve
unexpected
costs,
liabilities
or
delays;
(4)
legal
proceedings
may
be
initiated
related
to
the
transaction;
and
(5)
other
risk
factors
as
detailed
from
time
to
time
in
Sprint’s
and
Starburst
II’s
reports
filed
with
the
Securities
and
Exchange
Commission
(“SEC”),
including
Sprint’s
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2011
and
Quarterly
Report
on
Form
10-Q
for
the
quarter
ended
June
30,
2012,
and
the
proxy
statement/prospectus
to
be
contained
in
Starburst
II’s
Registration
Statement
on
Form
S-4,
which
are,
(or
will
be,
when
filed)
available
on
the
SEC’s
web
site
(www.sec.gov).
There
can
be
no
assurance
that
the
merger
will
be
completed,
or
if
it
is
completed,
that
it
will
close
within
the
anticipated
time
period
or
that
the
expected
benefits
of
the
merger
will
be
realized.
•
None of Sprint, SoftBank or Starburst II undertakes any obligation to update any
forward-looking statement to reflect events or circumstances after the date on which
the statement is made or to reflect the occurrence of unanticipated events.
Readers are cautioned not to place undue reliance on any of these forward-looking
statements.
•
Additional Information and Where to Find It
•
In connection with the proposed strategic combination, Starburst II plans to file
with the SEC a Registration Statement on Form S-4 that will include a proxy
statement of Sprint, and that also will constitute a prospectus of Starburst
II. Sprint will mail the proxy statement/prospectus to its stockholders. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. The
proxy
statement/prospectus,
as
well
as
other
filings
containing
information
about
Sprint
and
Starburst
II
will
be
available,
free
of
charge,
from
the
SEC’s
web
site
(www.sec.gov).
Sprint’s
SEC
filings
in
connection
with
the transaction
also
may
be
obtained,
free
of
charge,
from
Sprint’s
web
site
(www.Sprint.com)
under
the
tab
“About
Us
–
Investors”
and
then
under
the
heading
“Documents
and
Filings –
SEC Filings,”
or by directing a request to Sprint, 6200 Sprint Parkway,
Overland Park, Kansas 66251, Attention: Shareholder Relations or
(913) 794-1091. Starburst II’s SEC filings in connection with the
transaction (when filed) also may be obtained, free of charge, by directing
a request to SoftBank, 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303, Japan; telephone: +81.3.6889.2290;
e-mail: ir@softbank.co.jp
•
Participants in the Merger Solicitation
•
The
respective
directors,
executive
officers
and
employees
of
Sprint,
SoftBank,
Starburst
II
and
other
persons
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
in
respect
of
the
transaction.
Information
regarding
Sprint’s
directors
and
executive
officers
is
available
in
its
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2011.
Other
information
regarding
the
interests
of
such
individuals
as
well
as
information
regarding
SoftBank’s
and
Starburst
II’s
directors
and
executive
officers
will
be
available
in
the
proxy
statement/prospectus
when
it
becomes
available.
These
documents
can
be
obtained
free
of
charge
from
the
sources
indicated
above.
This
communication
shall
not
constitute
an
offer
to
sell
or
the
solicitation
of
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
offer
of
securities
shall
be
made
except
by
means
of
a
prospectus
meeting
the
requirements
of
Section
10
of
the Securities Act of 1933, as amended. |
 *Non-GAAP Financial Measures
11
•
Sprint Nextel provides financial measures determined in accordance with accounting principles
generally accepted in the United States (GAAP) and adjusted GAAP (non-GAAP). The
non-GAAP financial measures reflect industry conventions, or standard measures of
liquidity, profitability or performance commonly used by the investment community for
comparability purposes. These measurements should be considered in addition to, but not as a
substitute for, financial information prepared in accordance with GAAP. We have defined below
each of the non-GAAP measures we use, but these measures may not be synonymous to similar
measurement terms used by other companies.
•
•
Sprint Nextel provides reconciliations of these non-GAAP measures in its financial reporting.
Because Sprint Nextel does not predict special items that might occur in the future, and our
forecasts are developed at a level of detail different than that used to prepare GAAP-based
financial measures, Sprint Nextel does not provide reconciliations to GAAP of its
forward-looking financial measures.
•
•
•
The measures used in this presentation include the following: •
•
OIBDA is operating income/(loss) before depreciation and amortization. Adjusted OIBDA is OIBDA
excluding severance, exit costs, and other special items. Adjusted OIBDA Margin represents
Adjusted OIBDA divided by non-equipment net operating revenues for Wireless and Adjusted
OIBDA divided by net operating revenues for Wireline. We believe that Adjusted OIBDA and
Adjusted OIBDA Margin provide useful information to investors because they are an indicator of the
strength and performance of our ongoing business operations, including our ability to fund
discretionary spending such as capital expenditures, spectrum acquisitions and other investments
and our ability to incur and service debt. While depreciation and amortization are considered
operating costs under GAAP, these expenses primarily represent non-cash current period
costs associated with the use of long-lived tangible and definite-lived intangible assets. Adjusted OIBDA
and Adjusted OIBDA Margin are calculations commonly used as a basis for investors, analysts and credit
rating agencies to evaluate and compare the periodic and future operating performance and value
of companies within the telecommunications industry. •
This presentation may contain certain “non-GAAP” financial measures. SOFTBANK CORP.
(“SoftBank”) uses certain non- GAAP performance measures and ratios in managing
its business. Non-GAAP financial information should be viewed in addition to, and not as an
alternative for, the reported operating results or cash flow from operations or any other measures of
performance prepared in accordance with generally accepted accounting principles in Japan. In
addition, the presentation of these measures may not be comparable to similarly titled measures
other companies may use. |
 SOFTBANK Consolidated Revenue
12
FY2011
FY1981
$80bn
SOFTBANK
data
includes
WILLCOM
and
EMOBILE
data.
SOFTBANK
is
WILLCOM's
sponsor
in
connection
with
WILLCOM's
rehabilitation
under
Japan's
Corporate
Rehabilitation
Act,
and
holds
a
100%
economic
interest
in
WILLCOM.
eAccess
Ltd.,
provider
of
the
EMOBILE
service,
is
the
subject
of
a
proposed
share
exchange
transaction
with
SOFTBANK,
whereby
eAccess
Ltd.
is
tentatively
scheduled
to
become
a
wholly-owned
subsidiary
of
SOFTBANK
in
February
2013,
subject
to
certain
shareholder
and
regulatory
approvals
and
procedures.
* ProForma |
 SOFTBANK Consolidated EBITDA
13
$18bn
FY1981
FY2011
SOFTBANK
data
includes
WILLCOM
and
EMOBILE
data.
SOFTBANK
is
WILLCOM's
sponsor
in
connection
with
WILLCOM's
rehabilitation
under
Japan's
Corporate
Rehabilitation
Act,
and
holds
a
100%
economic
interest
in
WILLCOM.
eAccess
Ltd.,
provider
of
the
EMOBILE
service,
is
the
subject
of
a
proposed
share
exchange
transaction
with
SOFTBANK,
whereby
eAccess
Ltd.
is
tentatively
scheduled
to
become
a
wholly-owned
subsidiary of SOFTBANK in February 2013, subject to certain shareholder and
regulatory approvals and procedures. *Non GAAP. Refer to disclaimer.
|
 SOFTBANK EBIT
14
$2.5bn
KDDI
Disrupted
Duopoly
$1.2bn
SOFTBANK
Q1
Q1
Q1
Q1
Q1
Q1
Q1
Q1
(FY)
NTT DOCOMO
$3.4bn
(USD bn)
0
2005
’06
’07
’08
’09
’10
’11
’12
*Created by SOFTBANK CORP. based on respective companies’ publicly available information. |
 960
Mobile Internet Companies 15
Mobile Internet Platform
Mobile Internet Platform |
 US
Mobile Market 16
Compelling Market Opportunity
Compelling Market Opportunity
1.
Large market with rapid smartphone growth
2.
High ARPU, mainly postpaid
3.
Slow network speeds
4.
Duopolistic market |
 Complementary Partners
•
Strong Brand
•
Shared Vision
•
Smartphone and LTE Strategy
•
Strong US Management
17 |
 Sprint Turnaround Began in 2008
18
Phases of the Sprint Turnaround
I. Recovery
•
•
•
•
•
II. Investment
•
•
•
III. Margin Expansion
•
2008 -
2011
2012 -
2013
2014+
Improve the brand
Reverse subscriber
trends
Begin growing revenue
Eliminate costs
Conserve capital in
preparation for
investment phase
Build world-class network
platform
Eliminate duplicative
network cost structure
Focus on growth of core
Sprint Platform business
Expect strong margin
improvement from
Network Vision and
continued revenue
growth |
 SoftBank’s Contribution (Capital)
19
-
Strengthen Balance Sheet
-
Strategic Investment
-
Network Enhancement
a
New Capital: $8bn
* Expected uses for New Capital |
 SoftBank’s Contribution (Strategy)
20
Group Synergy
-
Smartphone Strategy
-
LTE Strategy
-
Proven Track Record of
Turnarounds |
 (FY)
*Source: Created based on Sprint’s publicly available information
*Non GAAP. Refer to disclaimer.
Accelerated Growth
with SoftBank
2011Q2
’11Q3
’11Q4
’12Q1
’12Q2
($)
1.31bn
1.40bn
0.84bn
1.21bn
1.45bn
Sprint Adjusted OIBDA
21 |
 (FY2005 to FY2011)
(FY2011)
10
20
30
40
50
60
70
20
40
60
80
100
120
Subscribers(millions)
Subscribers(millions)
Mobile EBITDA
Margin
FY2005:
EBITDA
Margin:
April
2005
-
March
2006.
Subscribers
as
of
March
31,
2006.
FY2011: EBITDA Margin: April 2011 -March, 2012. Subscribers as of September 30,
2012. SOFTBANK includes WILLCOM and EMOBILE.
*Non GAAP. Refer to disclaimer.
FY2011:
EBITDA
Margin:
April
2011
-
March,
2012.
Subscribers
as
of
June
30,
2012.
Source : Japan: Created by SOFTBANKCORP. based on data from Bloomberg and
TCA. US:
Respective
companies’
publicly
available
information
ad
Wireless
Intelligence.
*Non GAAP. Refer to disclaimer.
Mobile EBITDA
Margin
Mobile EBITDA Margin
22
0
0%
10%
20%
30%
40%
50%
0%
10%
20%
30%
40%
50%
0 |
 $5.5bn
(USD bn)
1.0
(FY)
Turnaround
Mobile EBIT (Operating Income)
23 |
 Full Loan
Repayment
$1.7bn
FY2007
Original Repayment Plan
FY2008
FY2009
FY2010
FY2011
FY2012
FY2013
FY2014
FY2015
FY2016
FY2017
FY2018
FY2006
Repayment
Ahead of
Schedule
Vodafone K.K. Acquisition Financing
Balance of SBM loan only
24 |
 SoftBank
+ Sprint*
+
+
+
China
Mobile
Verizon
AT&T
Vodafone
NTT
DOCOMO
KDDI
*Revenue from January to June 30, 2012
Created by SOFTBANK CORP. based on
respective
companies’
publicly
available
information.
$43bn
$27bn
$31bn
$18bn
Sprint
$32bn
$32bn
$37bn
$25bn
Deutsche
Telekom
Mobile Revenue
25
SOFTBANK data includes WILLCOM and EMOBILE data. SOFTBANK is WILLCOM's sponsor in connection with
WILLCOM's rehabilitation under Japan's Corporate Rehabilitation Act, and holds a 100% economic
interest in WILLCOM. eAccess Ltd., provider of the EMOBILE service, is the subject of a proposed share exchange transaction with
SOFTBANK, whereby eAccess Ltd. is tentatively scheduled to
become a wholly-owned subsidiary of SOFTBANK in February 2013, subject to certain shareholder and regulatory approvals and procedures.
*Pro forma
SOFTBANK
Group |
 Subscribers
26
Verizon
AT&T
T-Mobile
33m
NTT DOCOMO
61m
au
36m
SoftBank
+ Sprint*
96m
105m
111m
*Subscribers as of
June 30, 2012 US;
September 30, 2012 Japan
*Source:
Created
by
SOFTBANK
CORP.
based
on
data
from
Wireless
Intelligence,
TCA
and
respective
companies’
publicly
available
information.
SOFTBANK
data
includes
WILLCOM
and
EMOBILE
data.
SOFTBANK
is
WILLCOM's
sponsor
in
connection
with
WILLCOM's
rehabilitation
under
Japan's
Corporate
Rehabilitation
Act,
and
holds
a
100%
economic
interest
in
WILLCOM.
eAccess
Ltd.,
provider
of
the
EMOBILE
service,
is
the
subject
of
a
proposed
share
exchange
transaction
with
SOFTBANK,
whereby
eAccess
Ltd.
is
tentatively
scheduled
to
become
a
wholly-owned
subsidiary
of
SOFTBANK
in
February
2013,
subject
to
certain
shareholder
and
regulatory
approvals
and
procedures.
*Pro forma |
 Summary
1.
SoftBank is the Global No.3 Mobile Operator
2.
Compelling U.S. Market Opportunity
3.
Complementary Smartphone and LTE Strategies
4.
Enhanced Sprint Financial Strength and Competitiveness
5.
SoftBank's Proven Turnaround & Debt Repayment
Track
Record
6.
Attractive Value to Both Companies’
Shareholders
27 |
 Sprint CFO
Joe Euteneuer
28 |
 Legacy
Sprint Shareholders SoftBank Ownership
New Sprint
($8 billion cash infusion)
30%
ownership
70%
ownership
•
55% of Sprint shares receive $7.30 cash / share ($12.14 billion)
•
45% of Sprint shares convert into 30% of the newly capitalized New Sprint
(with $8 billion cash infusion)
Attractive Shareholder Return
29 |
 Expected
Financial Benefits 30
•
Attractive consideration to Sprint shareholders
-
$7.30 represents significant premium to unaffected share price
•
Oct. 10 Spot:
45%
•
30 day
(1)
:
39%
•
60 day
(1)
:
42%
•
90 day
(1)
:
54%
•
Strengthens Sprint’s Balance Sheet
-
The first investment by SoftBank, a $3.1 billion Sprint convertible
bond, is expected to occur following this announcement
-
$8 billion total cash contribution enhances liquidity
•
Capital investment improves financial and operational
flexibility
(1) Based on volume-weighted average closing prices |
 Transaction Overview
Currently
3.0B Sprint
shares
outstanding
SoftBank
invests $3.1
billion in
convertible
debt @
$5.25/share
†
SoftBank
invests $4.9
billion in
newly issued
shares @
$5.25/share
†
†
Shares
O/S*
3.0B
4.6B
3.6B
70% SoftBank
(3.2B shares)
30% existing
Sprint
shareholders
(1.4B shares)
Step 2a
Step 1
Post-close
ownership
$8B cash infusion into
Sprint
SoftBank
4.6B
Step2b
$12.1B cash
to Sprint
shareholders
Sprint shareholders
Shortly after signing
At close
31
* Fully diluted pro forma shares outstanding; † Converts into equity immediately prior to
closing of Steps 2a and 2b
†† In addition, SoftBank receives five-year warrant to purchase 54.6M shares in
newly recapitalized Sprint at $5.25 per share for total additional consideration of $287M
|
 Capital Structure –
as of June 30, 2012
Actual
Illustrative Pro forma
upon close*
Net Debt / Adjusted OIBDA* 2.95
LTM Adj. OIBDA (3Q11-2Q12) $4.9B
Net Debt / Adjusted OIBDA* 1.32
LTM Adj. OIBDA (3Q11-2Q12) $4.9B
$14.8
$21.3
$6.5
$-
$5.0
$10.0
$15.0
$20.0
$25.0
Cash**
Total Debt
Net Debt
$6.8
$21.3
$14.5
$-
$5.0
$10.0
$15.0
$20.0
$25.0
Cash**
Total Debt
Net Debt
32
*Non-GAAP measure. Assumes no debt holder exercises change of control offer clause;
**Cash, cash equivalents & short-term investments
|
 Conclusion
33
•
Build shareholder value
-
Premium to current holders
-
Ownership in stronger, better capitalized Sprint
•
SoftBank expertise
-
Proven track record of challenging incumbent carriers
-
Leader in advanced technology
•
Financial strength and flexibility
-
Opportunities to invest, internally and externally,
to grow our business
•
Enables a stronger, more competitive #3 player in the
US market
-
Innovation and competition benefit US consumers |
 Q&A
34 |
 Appendix
35 |
 Share
Calculation 36
@ Announcement
@ Closing
5-Year Warrants
Sprint @
Step 1
Common
Step 2a
(1)
Purchase to
Step 2b
55mm
Step 2c
(2)
($ in billions, shares in millions)
market
Conversion
Sprint
issuance
Sprint
$12.14bn Secondary
Sprint
Warrants
Sprint
Existing common shares
3,004
--
3,004
--
3,004
(1,663)
1,341
--
1,341
Common shares issued to Softbank
--
--
--
933
933
--
933
--
933
Purchase outstanding Sprint shares
--
--
--
--
--
1,663
1,663
--
1,663
Total common shares
3,004
--
3,004
933
3,938
--
3,938
--
3,938
Dilution
(3)
37
--
39
--
39
--
48
--
48
Conversion shares / Warrants
--
590
590
--
590
--
590
55
645
Fully-diluted shares
3,042
590
3,633
933
4,567
--
4,576
55
4,631
Softbank beneficial shares
590
1,524
3,187
3,241
Softbank beneficial ownership %
16.3%
33.4%
69.6%
70.0%
Cumulative
Cumulative investment
$3.1
$8.0
$20.1
$20.4
Price
$5.25
$5.25
$7.30
$5.25
Shares
590
933
1,663
55
(1) Per share amount under Step 2a is implied based on contemplated amount of total equity
contribution. (2) Per share amount under Step 2c is implied based on warrant exercisable for
shares of Parent (Sprint post-merger). (3) Dilution based on treasury stock method. At
market assumes $5.04 10/10/2012 unaffected close, Steps 1 and 2a assume $5.25 price, and Steps 2b and 2c assume $7.30 price. |
 Non-GAAP
Reconciliation 37
NON-GAAP RECONCILIATION - NET LOSS TO ADJUSTED OIBDA* (Unaudited)
(Millions, USD)
Quarter To Date
6/30/12
3/31/12
12/31/11
9/30/11
6/30/11
Net Loss
$
(1,374)
$
(863)
$
(1,303)
$
(301)
$
(847)
Income Tax Expense
(26)
(37)
(106)
(12)
(99)
Loss before Income Taxes
(1,348)
(826)
(1,197)
(289)
(748)
Equity in losses of unconsolidated investments and other, net
398
273
472
261
588
Interest Expense
321
298
287
236
239
Operating (Loss) Income
(629)
(255)
(438)
208
79
Depreciation and amortization
1,896
1,666
1,174
1,194
1,235
OIBDA*
1,267
1,411
736
1,402
1,314
Severance and Lease Exit Costs
184
-
28
-
-
Gains from asset dispositions and exchanges
-
(29)
-
-
-
Asset impairments and abandonments
-
18
78
-
-
Spectrum hosting contract termination, net
-
(170)
-
-
-
Access Costs
-
(17)
-
-
-
Adjusted OIBDA*
$
1,451
$
1,213
$
842
$
1,402
$
1,314
|