Sprint Announces Consent Solicitation with Respect to Certain Series of Notes

  Sprint Announces Consent Solicitation with Respect to Certain Series of

Business Wire

OVERLAND PARK, Kan. -- November 13, 2012

Sprint (NYSE: S) announced today that it has commenced a consent solicitation
with respect to proposed amendments (the “Proposed Amendments”) to the
indenture, as supplemented (the “Indenture”), governing its 8.375% Notes due
2017 (CUSIP No. 852061AF7), 11.500% Notes due 2021 (CUSIP Nos. 852061AM2 and
852061AH3), 9.000% Guaranteed Notes due 2018 (CUSIP Nos. 852061AK6 and
U84691AB7), 9.125% Notes due 2017 (CUSIP Nos. 852061AP5 and U84691AC5), 7.000%
Guaranteed Notes due 2020 (CUSIP Nos. 852061AQ3 and U84691AD3), and 7.000%
Notes due 2020 (CUSIP No. 852061AR1) (collectively, the “Notes,” and each
series of the Notes, a “Series”).

Sprint is soliciting consents from holders of record as of 5:00 p.m., New York
City time, on November9,2012 (such date and time, the “Record Date”) to
amend the definition of “Change of Control” contained in the Indenture
pertaining to each Series to provide an exception to the definition of “Change
of Control” for transactions involving one or more “Permitted Holders,” which
are defined in the Proposed Amendments to include SOFTBANK CORP. and its
affiliates (collectively, “SoftBank”).

Under the Indenture, the occurrence of both a “Change of Control” and a
Ratings Decline (which is defined with respect to each Series as a ratings
downgrade from both of Moody’s Investor Services, Inc. (“Moody’s”) and
Standard & Poor’s Ratings Services (“S&P”)) is a “Change of Control Triggering
Event” requiring Sprint to make an offer to each holder of Notes to repurchase
each holder’s Notes for 101% of the principal amount thereof plus accrued and
unpaid interest (a “Change of Control Offer”). If the Proposed Amendments are
adopted and SoftBank becomes the beneficial owner, directly or indirectly, of
more than 50% of the voting power of Sprint’s common stock or engages in a
transaction otherwise constituting a Change of Control with SoftBank, such
transactions will not constitute a Change of Control under the Indenture, a
Change of Control Triggering Event will not have occurred (without regard to
any Ratings Decline) and Sprint will not be required to make a Change of
Control Offer. Sprint was placed on “Review for Upgrade” by Moody’s and
“Credit Watch Positive” by S&P on October 15, and October 11, 2012,

Sprint is offering to pay each holder of record as of the Record Date who
validly delivers and does not validly revoke its consent on or prior to the
Expiration Time (as defined below) a cash payment of $1.00 for each $1,000 in
aggregate principal amount of Notes of all Series for which a consent is
provided, subject to satisfaction or waiver of certain conditions, including
the receipt of valid consents in respect of a majority in aggregate principal
amount of the outstanding Notes, voting as a single class. If holders of a
majority of the aggregate principal amount of the Notes of all Series, voting
as a single class, do not consent to the Proposed Amendments, Sprint may in
its sole discretion accept the requisite consents only with respect to
specific Series of Notes, in which event only holders of Notes of such
specific Series will be bound by the Proposed Amendments and only holders
validly delivering consents in respect of such Series will receive the Consent

Sprint expects that, promptly after receipt of the requisite consents at or
prior to the Expiration Time, we will give notice to The Bank of New York
Mellon Trust Company, N.A. (the “Trustee”) that the requisite consents have
been obtained and Sprint, the subsidiary guarantors of the Notes, as
applicable, and the Trustee will execute the supplemental indenture (the “New
Supplemental Indenture”) that will amend the Indenture. Holders will not be
able to revoke their consents after the execution (such time, the “Effective
Time”) of the New Supplemental Indenture. Holders should note that the
Effective Time may be prior to the Expiration Time and holders will not be
given prior notice of such Effective Time.

The consent solicitation will expire at 5:00 p.m., New York City time, on
November 19, 2012 (as such date may be extended by Sprint in its sole
discretion) (the “Expiration Time”). Payment of the consent fee will be made
promptly after the Expiration Time. Sprint in its sole discretion may
terminate the consent solicitation without the obligation to make any cash
payment at any time prior to the Effective Time, whether or not the requisite
consents have been received. Except for the Proposed Amendments, all of the
existing terms of the Notes and the Indenture will remain unchanged.

This press release does not set forth all of the terms and conditions of the
consent solicitation. Holders of Notes should carefully read Sprint’s Consent
Solicitation Statement, dated November 13, 2012, and the accompanying
materials for a complete description of all terms and conditions before making
any decision with respect to the consent solicitation. Sprint does not make
any recommendation as to whether or not any holder should consent to the
Proposed Amendments. Additional information concerning the terms and
conditions of the consent solicitation, and the procedure for delivering
consents, may be obtained from the solicitation agent, BofA Merrill Lynch at
(888) 292-0070 (toll free) or (980) 388-4813 (collect). Copies of the Consent
Solicitation Statement and related documents may be obtained from the
information agent, Georgeson Inc., by calling (800) 676-0281 or (212) 440-9800
for banks and brokers or by email at sprintnextel@georgeson.com.

This announcement is for information purposes only and is neither an offer to
sell nor a solicitation of an offer to buy any Series of Notes or any other
securities. This announcement is also not a solicitation of consents with
respect to the Proposed Amendments or any securities. The solicitation of
consents is not being made in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such solicitation under
applicable state or foreign securities or “blue sky” laws.

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 nearly 56 million
customers at the end of the third 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
both its 2011 and 2012 Green Rankings, listing it as one of the nation’s
greenest companies, the highest of any telecommunications company.


Sprint Nextel
Scott Sloat, 240-855-0164
Brad Hampton, 800-259-3755
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