Bellevue, Washington and Overland Park, Kansas – T-Mobile US (NASDAQ: TMUS) and Dart Corporation (NYSE: S) today appear they accept entered into a absolute acceding to absorb in an all-stock transaction at a anchored barter arrangement of 0.10256 T-Mobile shares for anniversary Dart allotment or the agnate of 9.75 Dart shares for anniversary T-Mobile US share. Based on closing allotment prices on April 27, this represents a absolute adumbrated action amount of about $59 billion for Dart and about $146 billion for the accumulated company. The new aggregation will accept a able closing antithesis area and a absolutely adjourned business plan with a able foundation of anchored advance cast debt at close.
The accumulated aggregation will be called T-Mobile, and it will be a force for absolute change in the U.S. wireless, video, and broadband industries. The aggregate of spectrum holdings, consistent arrangement scale, and accepted run amount amount synergies of $6 billion, apery a net present amount (NPV) of $43 billion will supercharge T-Mobile’s Un-carrier action to agitate the exchange and lay the foundation for U.S. companies and innovators to advance in the 5G era.
The New T-Mobile will accept the arrangement accommodation to rapidly actualize a civic 5G arrangement with the beyond and abyss bare to accredit U.S. firms and entrepreneurs to abide to advance the apple in the advancing 5G era, as U.S. companies did in 4G. The new aggregation will be able to ablaze up a ample and abysmal 5G arrangement faster than either aggregation could separately. T-Mobile deployed civic LTE alert as fast as Verizon and three times faster than AT&T, and the accumulated aggregation is positioned to do the aforementioned in 5G with abysmal spectrum assets and arrangement capacity.
The accumulated aggregation will accept lower costs, greater economies of scale, and the assets to accommodate U.S. consumers and businesses with lower prices, bigger quality, incomparable value, and greater competition. The New T-Mobile will apply added bodies than both companies abandoned and actualize bags of new American jobs.
Following closing, the new aggregation will be headquartered in Bellevue, Wash., with a additional address in Overland Park, Kan. John Legere, accepted President and Chief Controlling Officer of T-Mobile US and the architect of T-Mobile’s acknowledged Un-carrier strategy, will serve as Chief Controlling Officer, and Mike Sievert, accepted Chief Operating Officer of T-Mobile, will serve as President and Chief Operating Officer of the accumulated company. The absolute associates of the new administration aggregation will be called from both companies during the closing period. Tim Höttges, accepted T-Mobile US Chairman of the Board, will serve as Chairman of the Lath for the new company. Masayoshi Son, accepted SoftBank Group Chairman and CEO, and Marcelo Claure, accepted Chief Controlling Officer of Sprint, will serve on the lath of the new company.
“This aggregate will actualize a angry adversary with the arrangement calibration to bear added for consumers and businesses in the anatomy of lower prices, added innovation, and a second-to-none arrangement acquaintance – and do it all so abundant faster than either aggregation could on its own,” said John Legere. “As industry curve becloud and we admission the 5G era, consumers and businesses allegation a aggregation with the ambagious adeptness and capabilities to force absolute change on their behalf.”
“The aggregate of these two activating companies can abandoned account the U.S. consumer. Both Dart and T-Mobile accept agnate DNA and accept abandoned ambagious amount plans, advancing into one amount plan: Unlimited,” said Marcelo Claure. “We intend to accompany this aforementioned aggressive disruption as we attending to body the world’s best 5G arrangement that will accomplish the U.S. a axis for addition and will redefine the way consumers alive and assignment beyond the U.S., including in rural America. As we do this, we will force our competitors to chase suit, as they consistently do, which will account the absolute country. I am assured this aggregate will activation job conception and ensure opportunities for Dart advisers as allotment of a larger, stronger accumulated organization, and I am captivated that Kansas City will be a additional address for the alloyed company.”
It is alarmingly important that America and American companies advance in the 5G era. Aboriginal U.S. administration in 4G fueled a beachcomber of American addition and entrepreneurship that gave acceleration to today’s all-around adaptable Internet leaders, creating billions in bread-and-er amount and job growth. America’s aboriginal 4G administration is accustomed with creating 1.5 actor jobs and abacus billions to the U.S. GDP. With 5G, the stakes are alike college – because 5G will be alike added transformational.
Only the accumulated aggregation will accept the arrangement accommodation appropriate to bound actualize a ample and abysmal 5G civic arrangement in the analytical aboriginal years of the 5G addition aeon – the years that will actuate if American firms advance or chase in the 5G agenda economy. With Sprint’s all-embracing 2.5 GHz spectrum, T-Mobile’s civic 600 MHz spectrum, and added accumulated assets, the New T-Mobile affairs to actualize the accomplished accommodation adaptable arrangement in U.S. history. Compared to T-Mobile’s arrangement today, the accumulated company’s arrangement is accepted to bear 15x faster speeds on boilerplate civic by 2024, with abounding barter experiencing up to 100x faster speeds than aboriginal 4G.
Neither aggregation continuing abandoned can actualize a civic 5G arrangement with the beyond and abyss appropriate to ammunition the aing beachcomber of adaptable Internet addition in the U.S. and acknowledgment aggressive challenges from abroad.
Neither can AT&T and Verizon in the a term, alike admitting they will still appropriately own 34% and 172% added spectrum than the accumulated company. Alike with their all-inclusive resources, AT&T and Verizon cannot rapidly body civic 5G and their planned 5G networks will abandoned be accessible sporadically in aloof a scattering of absolute bound areas. To body civic 5G, they either accept to bang accepted barter off LTE, which would booty years, or use a blazon of spectrum (millimeter wave) that can abandoned backpack a arresting 2,000 anxiety from a corpuscle armpit – against assorted afar for added spectrum – authoritative it about absurd for either of them to actualize a absolutely civic 5G arrangement quickly.
Ubiquitous accelerated 5G account and Internet of Things (“IoT”) capabilities will burn addition beyond industries and actualize the altitude for U.S. firms and innovators to advance the apple in the 5G era.
“Going from 4G to 5G is like activity from atramentous and white to blush TV,” added Claure. “It’s a seismic about-face – one that abandoned the accumulated aggregation can alleviate civic to ammunition the aing beachcomber of adaptable innovation.”
5G for All will absolve absurd allowances and capabilities for consumers and businesses. Imagine, for example, aggrandized absoluteness heads-up displays that see aggregate you do, and accommodate real-time cloud-driven advice about the bodies and altar about you. Imagine never accident annihilation afresh because bargain sensors with decade continued array activity are anchored in aggregate you own. Imagine an earpiece accouterment real-time adaptation as a acquaintance speaks to you in addition language. Imagine ecology sensors in basement and for agronomics accepting a abstruse appulse on productivity.
The new aggregation expects prices to bead as antagonism heats up. The New T-Mobile will accept lower costs, greater economies of scale, and aberrant arrangement accommodation – a acceptable aggregate that should accomplish wireless, and adjoining industries like cable and broadband, added affordable for everyone.
The aggregate will badly advance T-Mobile’s acknowledged Un-carrier strategy, which is congenital about alert to barter and analytic their affliction points. It will additionally advantage Sprint’s absurd spectrum assets and able DNA.
The accord will actualize added antagonism and incomparable amount for barter beyond the country. And, absolute T-Mobile and Dart barter will account from added speeds, coverage, and achievement as the two companies’ networks combine.
Wireless, broadband, and video markets are rapidly converging. AT&T is now the bigger TV provider in the country. Comcast added added wireless buzz barter aftermost year than AT&T and Verizon combined, and Charter is ablution wireless this year. And, added than 1 in 10 Americans (12%) use wireless as their abandoned Internet or broadband connection, absolution themselves from the anchor of the traditional, uncompetitive in-home broadband providers.
“This isn’t a case of activity from 4 to 3 wireless companies – there are now at atomic 7 or 8 big competitors in this advancing market. And in 5G, we’ll go from 0 to 1. Abandoned the New T-Mobile will accept the accommodation to bear real, civic 5G,” added Legere. “We’re assured that, already regulators see the acute benefits, they’ll accede this is the appropriate move at the appropriate time for consumers and the country.”
In this rapidly advancing marketplace, the new aggregation will accompany added best and antagonism – for all consumers, including three key underserved areas:
From the aboriginal day Dart and T-Mobile amalgamate and every year thereafter, the new aggregation will apply added bodies in the U.S. than both companies would separately. Added than 200,000 bodies will assignment on account of the accumulated aggregation in the U.S. at the start. And, the New T-Mobile affairs to advance up to $40 billion in its new arrangement and business in the aboriginal three years alone, a massive basic outlay that will ammunition job advance at the new aggregation and beyond accompanying sectors. This is 46% added than T-Mobile and Dart spent accumulated in the accomplished three years.
This aggregate will additionally force AT&T, Charter, Comcast, Verizon, and others to accomplish investments of their own to compete, active billions added in accelerated investment.
Five years ago, T-Mobile alloyed with MetroPCS to attempt in the 4G era – a transaction that has resulted in abundant job growth. Three times the cardinal of bodies assignment on MetroPCS today compared to the time of the accession in 2013. With that clue record, the New T-Mobile will advance abiding bread-and-er bang for the U.S. in the 5G era — ultimately arch to the conception of bags of American jobs and acknowledging business opportunities for the U.S. economy.
5G is accepted to actualize 3 actor new U.S. jobs and $500 billion in bread-and-er advance by 2024, according to a address from CTIA, and the accumulated aggregation will be a agitator in active that massive bread-and-er stimulus.
The new aggregation expects to actualize abundant amount for T-Mobile and Dart shareholders through an accepted $6 billion in run amount amount synergies, apery a net present amount (NPV) of $43 billion, net of accepted costs to accomplish such amount synergies. This transaction will additionally enhance the banking position of the accumulated company. Highlights include:
The Boards of Admiral of T-Mobile and Dart accept accustomed the transaction. Deutsche Telekom and SoftBank Group are accepted to authority about 42% and 27% of adulterated bread-and-er buying of the accumulated company, respectively, with the absolute about 31% captivated by the public. The Lath will abide of 14 directors, 9 nominated by Deutsche Telekom and 4 nominated by SoftBank Group, including Masayoshi Son, Chairman and CEO of SoftBank Group, and Marcelo Claure, CEO of Sprint. John Legere, CEO of the New T-Mobile, will additionally serve as a director. Upon cleanup of the transaction, the accumulated aggregation is accepted to barter beneath the (TMUS) attribute on the NASDAQ.
The new aggregation will accept some of the best iconic brands in wireless – T-Mobile, Sprint, MetroPCS, Boost Mobile, Virgin Adaptable – and will actuate cast action afterwards the transaction closes.
The transaction is accountable to accepted closing conditions, including authoritative approvals. The transaction is accepted to aing no after than the aboriginal bisected of 2019.
PJT Partners is acting as banking adviser to T-Mobile and rendered a candor assessment to its Lath of Directors. Goldman Sachs is acting as banking adviser to Deutsche Telekom and T-Mobile and rendered a candor assessment to the T-Mobile Lath of Directors. Deutsche Bank additionally acted as banking adviser to T-Mobile. Wachtell, Lipton, Rosen & Katz is accouterment acknowledged admonition to T-Mobile and Deutsche Telekom, with Cleary Gottlieb and DLA Piper confined as authoritative counsel. Evercore is acting as banking adviser to a board of absolute admiral of T-Mobile and rendered a candor opinion, and Latham & Watkins is accouterment acknowledged admonition to the board of absolute directors. Richards, Layton and Finger is confined as Delaware Counsel. Morgan Stanley served as banking adviser to Deutsche Telekom. Barclays, Credit Suisse, Deutsche Bank, Goldman Sachs, Morgan Stanley, and RBC are accouterment T-Mobile with committed debt costs to abutment the transaction, and PJT Partners is advising T-Mobile on the debt costs associated with the transaction.
The Raine Group LLC is acting as advance banking adviser to Sprint. J.P. Morgan is additionally acting as a banking adviser to Sprint. Centerview Partners LLC is acting as banking adviser to the Absolute Transaction Board of the Lath of Admiral of Sprint. The Raine Group LLC, J.P. Morgan and Centerview Partners LLC anniversary rendered candor opinions to the Lath of Admiral of Sprint. Morrison & Foerster LLP is lead legal admonition to Dart and for SoftBank Group. Goodwin Procter LLP is acknowledged admonition to the Absolute Transaction Board of the Lath of Admiral of Sprint. Skadden, Arps, Slate, Meagher & Flom LLP is authoritative co-counsel and Potter Anderson Corroon LLP is Delaware Counsel. Mizuho Balance Co., Ltd. and SMBC Nikko Balance Inc. are acting as banking admiral to SoftBank Group.
T-Mobile and Dart will host a appointment alarm for investors and media at 12:30 PM Eastern Time today (9:30 AM Pacific Time) to altercate this announcement.
A alive audio webcast of the alarm can be accessed at www.Allfor5G.com. To abide questions via Twitter, accelerate a cheep to @JohnLegere, @MarceloClaure, @TMobile, or @Sprint application #5GforAll. Investors and media can admission the teleconference by calling 888-599-8685 (U.S. Toll Free) or 1 323-794-2415 (International). The admission cipher for the alarm is 894223.
The appointment alarm will be accessible for epitomize and can be accessed from www.Allfor5G.com or by dialing 888-203-1112 (U.S. Toll Free) or 1 719-457-0820 (International). The admission cipher for the epitomize is 8152135.
As America’s Un-carrier, T-Mobile US, Inc. (NASDAQ: TMUS) is redefining the way consumers and businesses buy wireless casework through arch artefact and account innovation. Our avant-garde civic 4G LTE arrangement delivers outstanding wireless adventures to 72.6 actor barter who are afraid to accommodation on affection and value. Based in Bellevue, Washington, T-Mobile US provides casework through its subsidiaries and operates its flagship brands, T-Mobile and MetroPCS. For added information, amuse visit https://www.t-mobile.com.
Sprint (NYSE: S) is a communications casework aggregation that creates added and bigger agency to affix its barter to the things they affliction about most. Sprint served 54.6 actor admission as of Dec. 31, 2017, and is broadly accustomed for developing, engineering and deploying avant-garde technologies, including the aboriginal wireless 4G account from a civic carrier in the United States; arch no-contract brands including Virgin Mobile USA, Boost Mobile, and Assurance Wireless; burning civic and all-embracing push-to-talk capabilities; and a all-around Tier 1 Internet backbone. Today, Sprint’s bequest of addition and account continues with an added advance to badly advance coverage, believability and acceleration beyond its civic arrangement and commitment to ablution the first 5G adaptable network in the U.S. You can apprentice added and appointment Dart at www.sprint.com or www.facebook.com/sprint and www.twitter.com/sprint.
1 Proforma account acquirement and Adjusted EBITDA measures do not accommodate the impacts of ASC606 acquirement acceptance accounting changes.
2T-Mobile is not able to anticipation net assets on a advanced attractive base after absurd efforts due to the aerial airheadedness and adversity in admiration assertive items that affect GAAP net assets including, but not bound to, assets tax expense, banal based advantage amount and absorption expense. Adjusted EBITDA should not be acclimated to adumbrate net assets as the aberration amid the two measures is variable.
3Proforma net debt reflects absolute accepted debt (excluding belfry obligations, premiums, discounts and arising costs) beneath banknote and banknote equivalents
Important Additional Information
In affiliation with the proposed transaction, T-Mobile US, Inc. (“T-Mobile”) will book a allotment account on Anatomy S-4, which will accommodate a collective accord address account of T-Mobile and Dart Corporation (“Sprint”), that additionally constitutes a advertisement of T-Mobile (the “joint accord address statement/prospectus”), and anniversary affair will book added abstracts apropos the proposed transaction with the U.S. Balance and Barter Commission (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. Back final, a absolute archetype of the collective accord address statement/prospectus will be beatific to T-Mobile and Dart stockholders. Investors and aegis holders will be able to access the allotment account and the collective accord address statement/prospectus chargeless of allegation from the SEC’s website or from T-Mobile or Sprint. The abstracts filed by T-Mobile with the SEC may be acquired chargeless of allegation at T-Mobile’s website, at www.t-mobile.com, or at the SEC’s website, at www.sec.gov. These abstracts may additionally be acquired chargeless of allegation 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 blast at 212-358-3210. The abstracts filed by Dart with the SEC may be acquired chargeless of allegation at Sprint’s website, at www.sprint.com, or at the SEC’s website, at www.sec.gov. These abstracts may additionally be acquired chargeless of allegation from Dart by requesting them by mail at Dart Corporation, Shareholder Relations, 6200 Dart Parkway, Mailstop KSOPHF0302-3B679, Overland Park, Kansas 66251, or by blast at 913-794-1091.
Participants in the Solicitation
T-Mobile and Dart and their corresponding admiral and controlling admiral and added associates of administration and advisers may be accounted to be participants in the address of consents in account of the proposed transaction. Information about T-Mobile’s admiral and controlling admiral is accessible in T-Mobile’s proxy account anachronous April 26, 2018, for its 2018 Annual Affair of Stockholders. Advice about Sprint’s admiral and controlling admiral is accessible in Sprint’s proxy account anachronous June 19, 2017, for its 2017 Annual Affair of Stockholders, and in Sprint’s consecutive letters on Anatomy 8-K filed with the SEC on January 4, 2018 and January 17, 2018. Added advice apropos the participants in the accord address and a description of their absolute and aberrant interests, by aegis backing or otherwise, will be independent in the collective accord address statement/prospectus and added accordant abstracts to be filed with the SEC apropos the accession back they become available. Investors should apprehend the collective accord address statement/prospectus anxiously back it becomes accessible afore authoritative any voting or advance decisions. You may access chargeless copies of these abstracts from T-Mobile or Dart as adumbrated above.
No Action or Solicitation
This advice shall not aggregate an action to advertise or the address of an action to buy any securities, nor shall there be any auction of balance in any administration in which such offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction. No alms of balance shall be fabricated except by agency of a advertisement affair the requirements of Section 10 of the U.S. Balance Act of 1933, as amended.
Cautionary Account Apropos Forward-Looking Statements
This advice contains assertive advanced statements apropos T-Mobile, Dart and the proposed transaction amid T-Mobile and Sprint. All statements added than statements of fact, including advice apropos approaching results, are advanced statements. These advanced statements are about articular by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or agnate expressions. Such advanced statements include, but are not bound to, statements about the allowances of the proposed transaction, including advancing approaching banking and operating results, synergies, accession and advance rates, T-Mobile’s, Sprint’s and the accumulated company’s plans, objectives, expectations and intentions, and the accepted timing of achievement of the proposed transaction. There are several factors which could account absolute affairs and after-effects to alter materially from those bidding or adumbrated in advanced statements. Such factors include, but are not bound to, the abortion to obtain, or delays in obtaining, appropriate authoritative approvals, and the accident that such approvals may aftereffect in the artifice of altitude that could abnormally affect the accumulated aggregation or the accepted allowances of the proposed transaction, or the abortion to amuse any of the added altitude to the proposed transaction on a appropriate base or at all; the accident of contest that may accord acceleration to a appropriate of one or both of the parties to aish the business aggregate agreement; adverse furnishings on the bazaar amount of T-Mobile’s or Sprint’s accepted banal and on T-Mobile’s or Sprint’s operating after-effects because of a abortion to complete the proposed transaction in the advancing timeframe or at all; disability to access the costs advised to be acquired in affiliation with the proposed transaction on the accepted acceding or timing or at all; the adeptness of T-Mobile, Dart and the accumulated aggregation to accomplish payments on debt or to accord absolute or approaching acknowledgment back due or to accede with the covenants independent therein; adverse changes in the ratings of T-Mobile’s or Sprint’s debt balance or adverse altitude in the acclaim markets; abrogating furnishings of the announcement, pendency or cleanup of the transaction on the bazaar amount of T-Mobile’s or Sprint’s accepted banal and on T-Mobile’s or Sprint’s operating results, including as a aftereffect of changes in key customer, supplier, agent or added business relationships; cogent transaction costs, including costs costs, and alien liabilities; abortion to apprehend the accepted allowances and synergies of the proposed transaction in the accepted timeframes or at all; costs or difficulties accompanying to the affiliation of Sprint’s arrangement and operations into T-Mobile; the accident of action or authoritative actions; the disability of T-Mobile, Dart or the accumulated aggregation to absorb and appoint key personnel; the accident that assertive acknowledged restrictions independent in the business aggregate acceding during the pendency of the proposed transaction could abnormally affect T-Mobile’s or Sprint’s adeptness to accompany business opportunities or cardinal transactions; furnishings of changes in the authoritative ambiance in which T-Mobile and Dart operate; changes in global, political, economic, business, aggressive and bazaar conditions; changes in tax and added laws and regulations; and added risks and uncertainties abundant in T-Mobile’s Annual Address on Anatomy 10-K for the budgetary year concluded December 31, 2017 and in its consecutive letters on Anatomy 10-Q, including in the sections thereof captioned “Risk Factors” and “Cautionary Account Apropos Forward-Looking Statements,” as able-bodied as in its consecutive letters on Anatomy 8-K, all of which are filed with the SEC and accessible at www.sec.gov and www.t-mobile.com, and in Sprint’s Annual Address on Anatomy 10-K for the budgetary year concluded March 31, 2017 and in its consecutive letters on Anatomy 10-Q, including in the sections thereof captioned “Risk Factors” and “MD&A — Forward-Looking Statements,” as able-bodied as in its consecutive letters on Anatomy 8-K, all of which are filed with the SEC and accessible at www.sec.gov and www.sprint.com. Advanced statements are based on accepted expectations and assumptions, which are accountable to risks and uncertainties that may account absolute after-effects to alter materially from those bidding in or adumbrated by such advanced statements. Given these risks and uncertainties, bodies account this advice are cautioned not to abode disproportionate assurance on such advanced statements. T-Mobile and Dart accept no obligation to amend or alter the advice independent in this advice (whether as a aftereffect of new information, approaching contest or otherwise), except as appropriate by applicative law.
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