Market Overview

T-Mobile and Sprint to Combine, Accelerating 5G Innovation & Increasing Competition


Creates Only Company with Network Capacity Needed to Rapidly Launch
Nationwide 5G Network with Breadth and Depth Critical to Extend U.S.
Global Internet Leadership in the 5G Era

Supercharges the Un-carrier Strategy to Deliver Lower Prices,
Unmatched Value, and Greater Competition in Wireless, Video, and

Combination Will Create Thousands of American Jobs and Boost U.S.
Economic Growth with Planned $40 Billion Investment in its Business and
Next-Generation 5G Network

John Legere to Serve as Chief Executive Officer and Mike Sievert to
Serve as President and Chief Operating Officer of the Combined Company

T-Mobile US (NASDAQ:TMUS) and Sprint Corporation (NYSE:S) today announced
they have entered into a definitive agreement to merge in an all-stock
transaction at a fixed exchange ratio of 0.10256 T-Mobile shares for
each Sprint share or the equivalent of 9.75 Sprint shares for each
T-Mobile US share. Based on closing share prices on April 27, this
represents a total implied enterprise value of approximately $59 billion
for Sprint and approximately $146 billion for the combined company. The
new company will have a strong closing balance sheet and a fully funded
business plan with a strong foundation of secured investment grade debt
at close.

The combined company will be named T-Mobile, and it will be a force for
positive change in the U.S. wireless, video, and broadband industries.
The combination of spectrum holdings, resulting network scale, and
expected run rate cost synergies of $6+ billion, representing a net
present value (NPV) of $43+ billion will supercharge T-Mobile's
Un-carrier strategy to disrupt the marketplace and lay the foundation
for U.S. companies and innovators to lead in the 5G era.

The New T-Mobile will have the network capacity to rapidly create a
nationwide 5G network with the breadth and depth needed to enable U.S.
firms and entrepreneurs to continue to lead the world in the coming 5G
era, as U.S. companies did in 4G. The new company will be able to light
up a broad and deep 5G network faster than either company could
separately. T-Mobile deployed nationwide LTE twice as fast as Verizon
and three times faster than AT&T, and the combined company is positioned
to do the same in 5G with deep spectrum assets and network capacity.

The combined company will have lower costs, greater economies of scale,
and the resources to provide U.S. consumers and businesses with lower
prices, better quality, unmatched value, and greater competition. The
New T-Mobile will employ more people than both companies separately and
create thousands of new American jobs.

Following closing, the new company will be headquartered in Bellevue,
Wash., with a second headquarters in Overland Park, Kan. John Legere,
current President and Chief Executive Officer of T-Mobile US and the
creator of T-Mobile's successful Un-carrier strategy, will serve as
Chief Executive Officer, and Mike Sievert, current Chief Operating
Officer of T-Mobile, will serve as President and Chief Operating Officer
of the combined company. The remaining members of the new management
team will be selected from both companies during the closing period. Tim
Höttges, current T-Mobile US Chairman of the Board, will serve as
Chairman of the Board for the new company. Masayoshi Son, current
SoftBank Group Chairman and CEO, and Marcelo Claure, current Chief
Executive Officer of Sprint, will serve on the board of the new company.

"This combination will create a fierce competitor with the network scale
to deliver more for consumers and businesses in the form of lower
prices, more innovation, and a second-to-none network experience – and
do it all so much faster than either company could on its own," said
John Legere. "As industry lines blur and we enter the 5G era, consumers
and businesses need a company with the disruptive culture and
capabilities to force positive change on their behalf."

"The combination of these two dynamic companies can only benefit the
U.S. consumer. Both Sprint and T-Mobile have similar DNA and have
eliminated confusing rate plans, converging into one rate plan:
Unlimited," said Marcelo Claure. "We intend to bring this same
competitive disruption as we look to build the world's best 5G network
that will make the U.S. a hotbed for innovation and will redefine the
way consumers live and work across the U.S., including in rural America.
As we do this, we will force our competitors to follow suit, as they
always do, which will benefit the entire country. I am confident this
combination will spur job creation and ensure opportunities for Sprint
employees as part of a larger, stronger combined organization, and I am
thrilled that Kansas City will be a second headquarters for the merged

Creating #5GforAll – the Only Broad and Deep 5G Nationwide Network

It is critically important that America and American companies lead in
the 5G era. Early U.S. leadership in 4G fueled a wave of American
innovation and entrepreneurship that gave rise to today's global mobile
Internet leaders, creating billions in economic value and job growth.
America's early 4G leadership is credited with creating 1.5 million jobs
and adding billions to the U.S. GDP. With 5G, the stakes are even higher
– because 5G will be even more transformational.

Only the combined company will have the network capacity required to
quickly create a broad and deep 5G nationwide network in the critical
first years of the 5G innovation cycle – the years that will determine
if American firms lead or follow in the 5G digital economy. With
Sprint's expansive 2.5 GHz spectrum, T-Mobile's nationwide 600 MHz
spectrum, and other combined assets, the New T-Mobile plans to create
the highest capacity mobile network in U.S. history. Compared to
T-Mobile's network today, the combined company's network is expected to
deliver 15x faster speeds on average nationwide by 2024, with many
customers experiencing up to 100x faster speeds than early 4G.

Neither company standing alone can create a nationwide 5G network with
the breadth and depth required to fuel the next wave of mobile Internet
innovation in the U.S. and answer competitive challenges from abroad.

Neither can AT&T and Verizon in the near term, even though they will
still respectively own 34% and 172% more spectrum than the combined
company. Even with their vast resources, AT&T and Verizon cannot rapidly
build nationwide 5G and their planned 5G networks will only be available
sporadically in just a handful of very limited areas. To build
nationwide 5G, they either have to kick current customers off LTE, which
would take years, or use a type of spectrum (millimeter wave) that can
only carry a signal 2,000 feet from a cell site – versus multiple miles
for other spectrum – making it nearly impossible for either of them to
create a truly nationwide 5G network quickly.

Ubiquitous high-speed 5G service and Internet of Things ("IoT")
capabilities will ignite innovation across industries and create the
conditions for U.S. firms and innovators to lead the globe in the 5G era.

"Going from 4G to 5G is like going from black and white to color TV,"
added Claure. "It's a seismic shift – one that only the combined company
can unlock nationwide to fuel the next wave of mobile innovation."

5G for All will unleash incredible benefits and capabilities for
consumers and businesses. Imagine, for example, augmented reality
heads-up displays that see everything you do, and provide real-time
cloud-driven information about the people and objects around you.
Imagine never losing anything again because low-cost sensors with decade
long battery life are embedded in everything you own. Imagine an
earpiece providing real-time translation as a friend speaks to you in
another language. Imagine environmental sensors in infrastructure and
for agriculture having a profound impact on productivity.

Shifting the Un-carrier Strategy Into Overdrive – Reducing Prices and
Driving More Competition

The new company expects prices to drop as competition heats up. The New
T-Mobile will have lower costs, greater economies of scale, and
unprecedented network capacity – a winning combination that should make
wireless, and adjacent industries like cable and broadband, more
affordable for everyone.

The combination will dramatically accelerate T-Mobile's successful
Un-carrier strategy, which is built around listening to customers and
solving their pain points. It will also leverage Sprint's incredible
spectrum assets and strong DNA.

The deal will create more competition and unmatched value for customers
across the country. And, existing T-Mobile and Sprint customers will
benefit from increased speeds, coverage, and performance as the two
companies' networks combine.

Wireless, broadband, and video markets are rapidly converging. AT&T is
now the largest TV provider in the country. Comcast added more wireless
phone customers last year than AT&T and Verizon combined, and Charter is
launching wireless this year. And, more than 1 in 10 Americans (12%) use
wireless as their only Internet or broadband connection, freeing
themselves from the grip of the traditional, uncompetitive in-home
broadband providers.

"This isn't a case of going from 4 to 3 wireless companies – there are
now at least 7 or 8 big competitors in this converging market. And in
5G, we'll go from 0 to 1. Only the New T-Mobile will have the capacity
to deliver real, nationwide 5G," added Legere. "We're confident that,
once regulators see the compelling benefits, they'll agree this is the
right move at the right time for consumers and the country."

In this rapidly converging marketplace, the new company will bring more
choice and competition – for all consumers, including three key
underserved areas:

  • Rural communities. Rural Americans seldom have a choice of more than
    one or two wireless, broadband, or cable providers. The New T-Mobile
    will end that with increased reach and plans to open hundreds of new
    stores in rural communities, creating thousands of new jobs. Millions
    of Americans in rural communities will have more choice and
    competition, where they may have none today.
  • Broadband. 51% of Americans have only one high-speed broadband option
    – no choice at all! The combined company will create a viable
    alternative for millions by enabling mobile connections that rival
    broadband, driving prices lower and improving service.
  • Business and government wireless services. Today, Verizon and AT&T
    dominate this category with 4x more customers than Sprint and T-Mobile
    added together. With its assets and capabilities, the new company will
    unlock real competition for business and government customers.

Driving Significant U.S. Job Growth

From the first day Sprint and T-Mobile combine and every year
thereafter, the new company will employ more people in the U.S. than
both companies would separately. More than 200,000 people will work on
behalf of the combined company in the U.S. at the start.

And, the New T-Mobile plans to invest up to $40 billion in its new
network and business in the first three years alone, a massive capital
outlay that will fuel job growth at the new company and across related
sectors. This is 46% more than T-Mobile and Sprint spent combined in the
past three years.

This combination will also force AT&T, Charter, Comcast, Verizon, and
others to make investments of their own to compete, driving billions
more in accelerated investment.

Five years ago, T-Mobile merged with MetroPCS to compete in the 4G era –
a transaction that has resulted in substantial job growth. Three times
the number of people work on MetroPCS today compared to the time of the
acquisition in 2013. With that track record, the New T-Mobile will
accelerate long-term economic stimulus for the U.S. in the 5G era --
ultimately leading to the creation of thousands of American jobs and
supporting business opportunities for the U.S. economy.

5G is expected to create 3 million new U.S. jobs and $500 billion in
economic growth by 2024, according to a report from CTIA, and the
combined company will be a catalyst in driving that massive economic

Transaction Details and Financial Profile

The new company expects to create substantial value for T-Mobile and
Sprint shareholders through an expected $6+ billion in run rate cost
synergies, representing a net present value (NPV) of $43+ billion, net
of expected costs to achieve such cost synergies. This transaction will
also enhance the financial position of the combined company. Highlights

  • Pro Forma 2018E Service Revenue 1 of $53-57 billion
  • Pro Forma 2018E Adjusted EBITDA1,2 of $22-23 billion
  • Pro Forma 2018E Adjusted EBITDA1,2 Margin of 40-42% with a
    longer-term target of 54-57%
  • Pro Forma 2018E Net Debt3 of $63-65 billion with a
    streamlined single-silo corporate debt structure
  • Fully funded business plan with significant liquidity at close

The Boards of Directors of T-Mobile and Sprint have approved the
transaction. Deutsche Telekom and SoftBank Group are expected to hold
approximately 42% and 27% of diluted economic ownership of the combined
company, respectively, with the remaining approximately 31% held by the
public. The Board will consist 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 also serve as a director.
Upon consummation of the transaction, the combined company is expected
to trade under the (TMUS) symbol on the NASDAQ.

The new company will have some of the most iconic brands in wireless –
T-Mobile, Sprint, MetroPCS, Boost Mobile, Virgin Mobile – and will
determine brand strategy after the transaction closes.

The transaction is subject to customary closing conditions, including
regulatory approvals. The transaction is expected to close no later than
the first half of 2019.


PJT Partners is acting as financial advisor to T-Mobile and rendered a
fairness opinion to its Board of Directors. Goldman Sachs is acting as
financial advisor to Deutsche Telekom and T-Mobile and rendered a
fairness opinion to the T-Mobile Board of Directors. Deutsche Bank also
acted as financial advisor to T-Mobile. Wachtell, Lipton, Rosen & Katz
is providing legal counsel to T-Mobile and Deutsche Telekom, with Cleary
Gottlieb and DLA Piper serving as regulatory counsel. Evercore is acting
as financial advisor to a committee of independent directors of T-Mobile
and rendered a fairness opinion, and Latham & Watkins is providing legal
counsel to the committee of independent directors. Richards, Layton and
Finger is serving as Delaware Counsel. Morgan Stanley served as
financial advisor to Deutsche Telekom. Barclays, Credit Suisse, Deutsche
Bank, Goldman Sachs, Morgan Stanley, and RBC are providing T-Mobile with
committed debt financing to support the transaction, and PJT Partners is
advising T-Mobile on the debt financing associated with the transaction.

The Raine Group LLC is acting as lead financial advisor to Sprint. J.P.
Morgan is also acting as a financial advisor to Sprint. Centerview
Partners LLC is acting as financial advisor to the Independent
Transaction Committee of the Board of Directors of Sprint. The Raine
Group LLC, J.P. Morgan and Centerview Partners LLC each rendered
fairness opinions to the Board of Directors of Sprint. Morrison &
Foerster LLP is lead legal counsel to Sprint and for SoftBank Group.
Goodwin Procter LLP is legal counsel to the Independent Transaction
Committee of the Board of Directors of Sprint. Skadden, Arps, Slate,
Meagher & Flom LLP is regulatory co-counsel and Potter Anderson Corroon
LLP is Delaware Counsel. Mizuho Securities Co., Ltd. and SMBC Nikko
Securities Inc. are acting as financial advisors to SoftBank Group.

Conference Call / Webcast Information

T-Mobile and Sprint will host a conference call for investors and media
at 12:30 PM Eastern Time today (9:30 AM Pacific Time) to discuss this

A live audio webcast of the call can be accessed at
To submit questions via Twitter, send a tweet to @JohnLegere,
@MarceloClaure, @TMobile, or @Sprint using #5GforAll. Investors and
media can access the teleconference by calling 888-599-8685 (U.S. Toll
Free) or +1 323-794-2415 (International). The access code for the call
is 894223.

The conference call will be available for replay and can be accessed
or by dialing 888-203-1112 (U.S. Toll Free) or +1 719-457-0820
(International). The access code for the replay is 8152135.

About T-Mobile

As America's Un-carrier, T-Mobile US, Inc. (NASDAQ:TMUS) is redefining
the way consumers and businesses buy wireless services through leading
product and service innovation. Our advanced nationwide 4G LTE network
delivers outstanding wireless experiences to 72.6 million customers who
are unwilling to compromise on quality and value. Based in Bellevue,
Washington, T-Mobile US provides services through its subsidiaries and
operates its flagship brands, T-Mobile and MetroPCS. For more
information, please visit

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 Dec. 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 and

1 Proforma service revenue and Adjusted EBITDA measures do
not include the impacts of ASC606 revenue recognition accounting changes.

2 T-Mobile is not able to forecast net income on a forward
looking basis without unreasonable efforts due to the high variability
and difficulty in predicting certain items that affect GAAP net income
including, but not limited to, income tax expense, stock based
compensation expense and interest expense. Adjusted EBITDA should not be
used to predict net income as the difference between the two measures is

3 Proforma net debt reflects total expected debt (excluding
tower obligations, premiums, discounts and issuance costs) less cash and
cash equivalents.

Important Additional Information

In connection with the proposed transaction, T-Mobile US, Inc.
("T-Mobile") will file a registration statement on Form S-4, which will
contain 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
U.S. Securities and Exchange Commission (the "SEC"). INVESTORS AND
INFORMATION. When final, a definitive copy of the joint consent
solicitation statement/prospectus will be sent to T-Mobile and Sprint
stockholders. Investors and security holders will be able to obtain the
registration statement and the joint consent solicitation
statement/prospectus free of charge from the SEC's website or from
T-Mobile or Sprint. The documents filed by T-Mobile with the SEC may be
obtained free of charge at T-Mobile's website, at,
or at the SEC's website, at
These documents may also be obtained free of charge 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 with the SEC may be obtained free of
charge at Sprint's website, at,
or at the SEC's website, at
These documents may also be obtained free of charge 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.

Participants in the Solicitation

T-Mobile and Sprint and their respective directors and executive
officers and other members of management and employees may be deemed to
be participants in the solicitation of consents in respect of the
proposed transaction. Information about T-Mobile's directors and
executive officers is available in T-Mobile's proxy statement dated
April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information
about Sprint's directors and executive officers is available in Sprint's
proxy statement dated June 19, 2017, for its 2017 Annual Meeting of
Stockholders, and in Sprint's subsequent reports on Form 8-K filed with
the SEC on January 4, 2018 and January 17, 2018. Other information
regarding the participants in the consent solicitation and a description
of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint consent solicitation
statement/prospectus and other relevant materials to be filed with the
SEC regarding the acquisition when they become available. Investors
should read the joint consent solicitation statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents from
T-Mobile or Sprint as indicated above.

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