SPRINT CORPORATION (NYSE:S) Files An 8-K Entry into a Material Definitive Agreement

SPRINT CORPORATION (NYSE:S) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on October27, 2016, Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC and Sprint Spectrum Co III LLC (together, the “Issuers”), each a Delaware limited liability company and limited-purpose, bankruptcy remote, wholly owned indirect subsidiary of Sprint Corporation (the “Company”), issued $3.5billion in aggregate principal amount of Series 2016-1 3.360% Senior Secured Notes, ClassA-1 (the “2016 Spectrum Notes”) under an Indenture, dated as of October27, 2016 (the “Base Indenture”), among the Issuers and Deutsche Bank Trust Company Americas, as trustee and securities intermediary (the “Trustee”), as supplemented by the Series 2016-1 Supplement, dated as of October27, 2016, among the Issuers and the Trustee.

The 2016 Spectrum Notes were issued in a securitization transaction to which a portfolio of Federal Communications Commission spectrum licenses and a small number of third-party leased spectrum license agreements (together, the “Spectrum Portfolio”) held by certain subsidiaries of the Company, were contributed to Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, each a Delaware limited liability company and limited-purpose, bankruptcy remote, wholly owned subsidiary of the Issuers (together, the “License Holders”). to an Intra-Company Spectrum Lease Agreement, dated as of October27, 2016 (the “Spectrum Lease”), the License Holders leased the rights to use the Spectrum Portfolio for a 30-year term to Sprint Communications, Inc. (“SCI”).

On March12, 2018, the Base Indenture and Spectrum Lease were amended to, among other things, permit the contribution of additional spectrum from subsidiaries of the Company to the License Holders in connection with the issuance of additional notes in excess of the Maximum Program Amount (as defined in the Base Indenture), permit the joining of additional parties to account for the contribution of additional spectrum, expand the ability to exchange spectrum in the Spectrum Portfolio and change certain requirements for the issuance of additional notes under the Base Indenture.

The preceding description of the amendments to the Base Indenture and the Spectrum Lease is a summary and is qualified in its entirety by the First Supplemental Indenture, dated as of March12, 2018, by and among the Issuers and the Trustee, and the First Amendment to Intra-Company Spectrum Lease Agreement, dated as of March12, 2018, by and among the License Holders, SCI, Sprint Intermediate Holdco LLC, Sprint Intermediate Holdco II LLC, Sprint Intermediate Holdco III LLC and the guarantors named therein, which are both filed as exhibits hereto and incorporated by reference herein.

Item 1.01 Other Events.

Also on March12, 2018, the Company announced that the Issuers plan to offer up to $3,937,500,000 of wireless spectrum-backed notes in two series with varying maturities to a supplement to the Base Indenture, as amended, 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 1.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this report:

ExhibitNo.

Description

4.1 First Supplemental Indenture, dated as of March 12, 2018, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary.
10.1 First Amendment to Intra-Company Spectrum Lease Agreement, dated as of March 12, 2018, by and among Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate Holdco LLC, Sprint Intermediate Holdco II LLC, Sprint Intermediate Holdco III LLC and the guarantors named therein.
99.1 Press Release.

2


SPRINT Corp Exhibit
EX-4.1 2 d531728dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE,…
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About SPRINT CORPORATION (NYSE:S)

Sprint Corporation (Sprint) is a holding company. The Company, along with its subsidiaries, is a communications company offering a range of wireless and wireline communications products and services that are designed to meet the needs of consumers, businesses, government subscribers and resellers. It operates through two segments: Wireless and Wireline. The Company offers wireless services on a postpaid and prepaid payment basis to retail subscribers and also on a wholesale basis. The Wireline segment provides voice, data and Internet Protocol (IP) communication services to its Wireless segment. The Company offers wireless and wireline services to subscribers in approximately 50 states, Puerto Rico, and the United States Virgin Islands under the Sprint corporate brand, which includes its retail brands of Sprint, Boost Mobile, Virgin Mobile and Assurance Wireless on its wireless networks utilizing various technologies.

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