Filed by T-Mobile US, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Sprint Corporation
Commission File No.: 001-04721
Excerpts from a transcript of the T-Mobile, US Inc. event at the Citi 2019 Global TMT West Conference
January 9, 2019
CORPORATE PARTICIPANTS
G. Michael Sievert T-Mobile US, Inc.President & COO
J. Braxton Carter T-Mobile US, Inc.Executive VP & CFO
CONFERENCE CALL PARTICIPANTS
Michael Rollins Citigroup Inc, Research DivisionMD and U.S. Telecoms Analyst
PRESENTATION
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Michael Rollins - Citigroup Inc, Research DivisionMD and U.S. Telecoms Analyst
Talk to us about the strategic and operating priorities for 2019?
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J. Braxton Carter - T-Mobile US, Inc.Executive VP & CFO
If you look at the 3 legs of the stool, the first priority is to continue the path of significant value creation. We have a growth company with amazing future growth opportunity. And upon completion of the merger, well put that on steroids. And really balancing growth and profitability, translating into very significant cash flows, which is the key driver to value, that would be the first leg. I think the second leg is getting this deal over the finish line. I think that the way, the progression of this merger has developed, I just give amazing kudos to our government and to our team. And Mike has been very instrumental in driving this with John. But a highly respectful, humble and putting the facts on the table that this is the right thing for America. Increasing competition, tremendous benefit to the consumer, factually proven, given the analysis, thats part of the record. The creation of a truly differentiated 5G experience here in America. The ability to disrupt other segments. It will be a wonderful thing. And were again very respectful, but confident that we will bring this to a conclusion in a positive manner. And I think the third leg of the stool is, of course, the Un-carrier. Significant continued investment in our network laying the foundation for 5G and upon that apply very aggressive and innovative marketing. That weve changed the industry over the last 6 years forever. And that heritage and that thought process is just part of our DNA and continuing that tradition. So those, to me, are the 3 legs to the stool going into 2019.
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G. Michael Sievert - T-Mobile US, Inc.President & COO
Im really proud of the team for being able to consistently deliver while also being deeply engaged and being architects of this merger. And its exciting to be in 2019 and be able to say, were looking forward to closing this merger next quarter instead of talking about it as a conceptual thing down the road. And thats a great place for us to be. And that process is going really well, as Braxton said. We have been very delighted with the level of engagement from every part of the government that we have engaged with. Were working really hard on it, as Braxton said, very humbly, trying to keep it out of the public. But were we believe that when the story is the right story, as this one is, that the story is what ultimately will get it done. That the government will look at this and understand that when you put these companies together, you create more competition, not less. We are going to finally, with this new company, break down the trade-offs that customers and businesses have been forced to make for years. Customers and businesses have been forced to choose, do you want the best network or do you want a fair deal? Which one do you want? We are going to end that false trade-off with this new company. It makes a major threat to AT&T and Verizon in an unprecedented way. Its why they dont like this deal. And it results in a better market for consumers and more competition. And we think the government in the end is going to appreciate that and allow us to close next quarter.
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Michael Rollins - Citigroup Inc, Research DivisionMD and U.S. Telecoms Analyst
And then when you think of 2019 and the momentum that youre looking to accomplish, well talk stand-alone for a minute and talk merger in a moment. But on a stand-alone basis, what are the things youre going to do in 2019 to try to keep it going?
G. Michael Sievert - T-Mobile US, Inc.President & COO
Its the 3-legged stool that Braxton laid out in the first remarks. Were going to execute this strategy. And as I said, theres a runway left in the strategy. Now in the long haul, stand-alone T-Mobile needs spectrum and it needs scale. It needs things that Newco brings that are very, very important. But in 2019, the strategy is to put our heads down and execute if we wind up as a stand-alone. Theres significant value creation and cash generation potential, which weve already talked with all of you about. What we would do with that cash and stand-alone? And well execute that plan. I dont think were going to. I think this deal is going to get done. Its going really well. But well know over the next quarter or so, which future we pursue. And its a great place to be because, look, stand-alone as a strong company, with great potential to unlock cash generation from this business and continue to grow particularly in the short and medium term. We have got some things we need in the long term. But the potential for this new company, the value creation potential is enormous. And we can now see it in our sights and thats exciting.
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Michael Rollins - Citigroup Inc, Research DivisionMD and U.S. Telecoms Analyst
Lets move to the merger. So talk to us about the you mentioned some of the your expectations. You said, I think you hope to close in 2Q, I think you said.
G. Michael Sievert - T-Mobile US, Inc.President & COO
Yes.
Michael Rollins - Citigroup Inc, Research DivisionMD and U.S. Telecoms Analyst
Talk to us about the process and the sort of status of the proceedings?
J. Braxton Carter - T-Mobile US, Inc.Executive VP & CFO
Go ahead.
G. Michael Sievert - T-Mobile US, Inc.President & COO
Yes. Honestly, I cant give you too much on that other than what Ive already said, which is, we believe its going well. We found the government thats willing to listen and is willing to look at the facts and not make this a political process. And thats that should make us all feel good about our government because the facts on this story, when you tell it quantitatively and you really look at what would be in this companys economic self-interest, it would be to be a growing competitor and to bring more competition, better service, lower prices and to drive value from all that for our shareholders from the massive unlock of the synergies of bringing these businesses together. Were going to create a network here that Americans have never seen and wont see for years to come, but for this merger. And that has massive benefits for our society as well. So were really, really excited about it. We have found a receptive audience, but were participating were working really hard. We have generated 25 million pages of documents for our government. They are looking at this very closely. You saw them when we put one of our big pieces of analysis out, you saw them stop the clock, so they could absorb that information. I think that was a positive sign. One important milestone, in December, we did receive our national security approvals and that was exciting. There were some questions, given ownership from DT and SoftBank whether that would be a significant hurdle. We are glad we got that done. And we got it done on time, another step in the process that was a very encouraging. But look, I cant give you a lot of detail other than to say, were we remain confident like we were on April 29, 2018, when we announced this. The difference between now and then is most of the work is behind us. And I cant tell you if were more confident or less confident. I can just tell you that we have done most of the work now and we remain confident in the first half of 2019 close.
J. Braxton Carter - T-Mobile US, Inc.Executive VP & CFO
The only thing Ill add to that is not only has there been tremendous interaction at the federal level, there has been very significant interaction and work at the state level, which is an important
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part of the equation here. And again, highly respectful of the process, dealing with opposition and the points they have. And theres a lot of stuff that we think weve put fears to rest about who we are and where were going and the factual record supports that, so stay tuned.
Michael Rollins - Citigroup Inc, Research DivisionMD and U.S. Telecoms Analyst
One other question, since you brought up the states. Investors are asking whats the significance of some of the press and discussions from the state AGs? And how to put that in perspective relative to the federal approval process? Can you just provide some context for investors of how they should think about that?
G. Michael Sievert - T-Mobile US, Inc.President & COO
Not really. I mean, the states have the same need to look at the overall public interest as the federal government does. And they are doing that. And some are more engaged than others. They need to look at the total picture. Does this enhance competition? Is it good for the consumers in my state? How does it whats its benefit on the economy on the connectivity, on the digital divide, on the home-work gap, unemployment in our state? They need to look at the overall benefits to the state and as Braxton said the record is a strong one. I cant give you really a lot more than that other than, as he said, were very engaged in the topic. Were not taking it for granted, but were finding audiences that are willing to look at the data and the facts. And thats encouraging.
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Michael Rollins - Citigroup Inc, Research DivisionMD and U.S. Telecoms Analyst
If you can talk about some of the adjacencies that youre looking into the future on. So one thing that you talked about and its part of the merger the proposed merger is 5G into the home, broadband to the home. And the second thing that you bought a year ago a little over a year ago now is Layer3. And so talk about your view of getting broadband into the home with your network over time. And how you look at the video market and potentially try to disrupt that?
G. Michael Sievert - T-Mobile US, Inc.President & COO
Its interesting you asked that together because the 2 really do go hand in hand. We see a big opportunity in broadband and that is one of the reasons why we are also interested in video. The new company plans to market home broadband in 52% of the U.S. zip codes. We have significant opportunity. This combination creates so much capacity that not only is the company a better mobile player and able to help mobile users consume 10x more data per month than they do today on their mobile phones, but even in that future, were able to forecast that theres plenty of places because the nature of mobility where demand will never take up all the supply in purely mobile. And in those places, we plan to market home broadband. And so essentially, our home broadband strategy is to sell excess capacity, fully funded by the mobile strategy. Its almost the exact opposite of AT&T and Verizon what Verizon is doing. Were building this were building
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5G for mobile and were building it nationwide for mobile because mobile is the future. But that strategy creates enormous opportunity for an incremental home broadband business thats not burdened with capital like theirs is and thats going to be highly disruptive from a price standpoint. So we see millions of homes in our business plan. And we see a very disruptive offer and its very synergistic with the video offer because when youre the broadband provider, its important to also be a video provider. And our heads are down creating a high-quality video offer. We are taking our time because most of the video opportunity is in concert with broadband. In broadband, we have more work to do. So thats really exciting. Were going to start with video before. We do see an opportunity in home video. When you have somebody else as your internet provider, its not as big as the opportunity when we are the internet provider. So thats interesting. And then the other opportunity we see is in mobile video and thats where the growth is. I can just tell you that we dont plan to create an nth copycat, skinny bundle that customers have some great ones to choose from. We see a partnership strategy there. But we do think theres an opportunity in this space to be a place that customers can turn to, to access all the content and to access in a way that has incredible search discovery payment and a real connectivity between your mobile life and your home life in a way that we havent seen before. So great exciting stuff ahead. But from a business standpoint, looking at it with home broadband and video being able to come together in a very disruptive offer across millions and millions of homes is an exciting multibillion dollar business opportunity that Newco is prepared to seize. Last thing Ill say on this is we see an opportunity in mobile substitution. And again, our strategy is mobile. 5G is about mobile. And we what were seeing is even in the 4G LTE era, a lot of consumers are starting to use their mobile phone as their only internet connection. I think this is a massive threat thats underdiscussed for the cable providers. It turns out that cable itself has become a discretionary category. And in this economy, which is buoyant, a lot of consumers are quietly beginning to use mobile as their only connection. Right now, its people who have tougher economic circumstances and are forced to make choices, they choose mobile. What happens in the economic downturn? What happens if the economy changes? We think mobile substitution for home broadband is a significant dynamic that will only grow. So we think we have a business that versus AT&T and Verizon who overcharge consumers is not only insulated from changes that may happen in the economy, but maybe very well positioned to serve consumers if their circumstances get tougher and they value the kind of value proposition that were uniquely positioned to provide more than they do today.
Michael Rollins - Citigroup Inc, Research DivisionMD and U.S. Telecoms Analyst
So that raises a few questions to follow on. First, do you see an opening or opportunity for regulators to define the communications market more broadly as broadband as opposed to what historically has been done, which is wireless?
G. Michael Sievert - T-Mobile US, Inc.President & COO
Well, our merger thesis doesnt rely on that. But the fact of the matter is that convergence is happening. And that substitution dynamic is proof of it. We its hard to parse this, but we think somewhere between Ill call it in the teens, somewhere between 12% and 20% of our
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customers today only use mobile and have no other connection to the internet. Thats a massive threat to the entrenched wireline establishment. They are seeing their video traditional video business crumble, so youre seeing an inflationary market in broadband because theyre just reallocating the bundle to the broadband side of things. Why? Because they can, because half of Americans have no choice, literally. And so theyre reallocating the bundle to broadband. Therefore, we see broadband inflation at the very moment when broadband is becoming a discretionary item. Its dangerous for them. And so far its working, but I think its a tough spot to be in, especially if the economy changes.
Michael Rollins - Citigroup Inc, Research DivisionMD and U.S. Telecoms Analyst
And what are you seeing from customer usage? You talked about some being just mobile only, others presuming to take advantage of unlimited. What do you see in terms of the data growth on a, call it, on a smartphone basis or on a customer basis right now?
G. Michael Sievert - T-Mobile US, Inc.President & COO
It has been growing something like 30%. And thats one of the reasons why Newco is so well positioned because Newco can keep serving. The new T-Mobile can keep serving that demand. You take these incredible spectrum assets from Sprint. You combine them with what we have in the low band area. You get a multiplicative effect, not an additive effect. The math of it is 1 plus 1 of putting these companies together equals about 8 in terms of the capacity created once you put 5G on top. Thats going to allow us to keep providing that data dividend going into the future and in a network that saturates the country in a much more significant way than anybody does today. And thats what I was talking about before, about this trade-off that customers have been forced to make is going to fall away. We will have we have the assets in this new company to have a superior network versus what AT&T and Verizon can provide unless they go shopping. And thats really, really exciting for American consumers.
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Michael Rollins - Citigroup Inc, Research DivisionMD and U.S. Telecoms Analyst
Do you think that so you anticipate a 2Q close. The government is shutdown at the moment. When do you think the market will start getting initial feedback of what might be out there?
G. Michael Sievert - T-Mobile US, Inc.President & COO
I dont know. We have seen a process so far that has not been carried out in the public. And I think thats what appropriate. And so far on the government side that seems to have been that seems to have had integrity so far as well, which we really appreciate. And Id love to be able to give everybody a blow-by-blow. But if it goes the way I would hope and expect, people will know when we see our approvals.
J. Braxton Carter - T-Mobile US, Inc.Executive VP & CFO
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I think the one thing I would say is that the government is not totally shutdown. I mean, one of the things I was initially worried about is the tax refund season, which is particularly sensitive to prepaid. And to the extent that its delayed, it condenses and you lose some of the opportunity. And youve already had reassurance that tax refunds will be processed as normal this year. And theres other parts of the government that are still working on very critical matters. So hopefully, this situation doesnt go on too long.
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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
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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 Sprints debt securities or adverse conditions in the credit markets; negative effects of the announcement, pendency or consummation of the transaction on the market price of T-Mobiles or Sprints common stock and on T-Mobiles or Sprints operating results, including as a result of changes in key customer, supplier, employee or other business relationships; significant transaction costs, including financing costs, and unknown liabilities; failure to realize the expected benefits and synergies of the proposed transaction in the expected timeframes or at all; costs or difficulties related to the integration of Sprints network and operations into T-Mobile; the risk of litigation or regulatory actions; the inability of T-Mobile, Sprint or the combined company to retain and hire key personnel; the risk that certain contractual restrictions contained in the business combination agreement during the pendency of the proposed transaction could adversely affect T-Mobiles or Sprints ability to pursue business opportunities or strategic transactions; effects of changes in the regulatory environment in which T-Mobile and Sprint operate; changes in global, political, economic, business, competitive and market conditions; changes in tax and other laws and regulations; and other risks and uncertainties detailed in the Form S-4, as well as in T-Mobiles Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and in its subsequent reports on Form 10-Q, including in the sections thereof captioned Risk Factors and Cautionary Statement Regarding Forward-Looking Statements, as well as in its subsequent reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov and www.t-mobile.com. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in or implied by such forward-looking statements. Given these risks and uncertainties, persons reading this communication are cautioned not to place undue reliance on such forward-looking statements. T-Mobile assumes no obligation to update or revise the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law.
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