SPRINT CORPORATION (Exact name of Registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2018 SPRINT CORPORATION (Exact name of Registrant as specified in its charter) Delaware (State of Incorporation) (Commission (I.R.S. Employer File Number) Identification No.) 6200 Sprint Parkway, Overland Park, Kansas (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code (877) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR ) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

2 Item 8.01 Other Events. On March 14, 2018, the Company announced that three wholly owned special purpose subsidiaries have priced an offering of $3,937,500,000 wireless spectrumbacked notes consisting of approximately $2.1 billion of Series % Senior Secured Notes, Class A-1, and $1.8 billion of Series % Senior Secured Notes, Class A-2, in a private transaction that is exempt from the registration requirements of the Securities Act of 1933, as described in the press release attached hereto as Exhibit 99.1, which is incorporated by reference herein. Item 9.01 (d) Exhibits Financial Statements and Exhibits. The following exhibits are filed with this report: Exhibit No. Description 99.1 Press Release. 2

3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPRINT CORPORATION March 14, 2018 By: /s/ Stefan K. Schnopp Stefan K. Schnopp Vice President and Corporate Secretary 3

4 EXHIBIT 99.1 Sprint 6200 Sprint Parkway Overland Park, Kan Media Contact: David Tovar, Sprint Investor Contact: Jud Henry, Sprint Sprint Corporation Announces Pricing of Private Placement Offering of $3,937,500,000 of Wireless Spectrum-Backed Notes OVERLAND PARK, Kan. March 14, 2018 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 % Senior Secured Notes, Class A-1 (the Class A-1 Notes ), and $1.8 billion of Series % 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, 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 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 or sprint and

5 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 forwardlooking 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, 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.