SPRINT CORPORATION (NYSE:S) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On September20, 2017, Sprint Communications, Inc. (“SCI”), a wholly-owned subsidiary of Sprint Corporation (“Sprint”), entered into a commitment letter, dated September20, 2017 (the “Commitment Letter”), with JPMorgan Chase Bank, N.A. (“JPMorgan”), Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Deutsche Bank AG Cayman Islands Branch and Mizuho Bank, Ltd. (collectively, the “Commitment Parties”), to which, subject to the terms and conditions set forth therein, the Commitment Parties have committed to provide an unsecured credit facility in an aggregate principal amount up to $3.2 billion (the “Credit Facility”). The Credit Facility, upon execution, will provide supplemental liquidity for general corporate purposes. Unless previously terminated, the commitments under the Commitment Letter and, if executed, the Credit Facility will terminate on March20, 2019. Borrowings under the Credit Facility will mature one month from the date of the initial borrowing, provided that, at SCI’s election, the maturity date can be extended on a monthly basis thereafter, but in no event later than March20, 2019.
Commitments under the Commitment Letter and Credit Facility and the amount of any outstanding borrowings under the Credit Facility as to which maturity can be extended will be automatically reduced in an amount equal to a percentage of the net cash proceeds from certain asset sales made by SCI or certain of its subsidiaries. In addition, subject to certain exceptions, the commitments under the Commitment Letter and Credit Facility will terminate in full upon (i)a change of control, (ii)issuances of equity or indebtedness for borrowed money by Sprint or any of its subsidiaries, or (iii)the incurrence by SCI or certain of its subsidiaries of any indebtedness. In the event the commitments under the Commitment Letter or the Credit Facility are reduced as a consequence of any of the events in the preceding sentence, SCI will not be permitted to elect to extend the maturity of any outstanding borrowings under the Credit Facility on the immediately following maturity date.
Borrowings, if any, under the Credit Facility will bear interest, at the option of SCI, based on the Adjusted Base Rate (as defined in the Credit Facility) plus an applicable margin or Adjusted LIBO Rate (as defined in the Credit Facility) plus an applicable margin. The applicable interest rate margin over (i)the Adjusted LIBO Rate may range from a minimum of 1.25% to a maximum of 4.25% and (ii)the Adjusted Base Rate may range from a minimum of 0.25% to a maximum of 3.25%, in each case based on the number of days elapsed from September20, 2017.
Obligations under the Credit Facility will be unconditionally guaranteed by Sprint and each of SCI’s direct and indirect, existing and future wholly-owned domestic subsidiaries, subject to certain exceptions. Obligations under the Credit Facility and the guarantees thereof will be subordinated to indebtedness under SCI’s secured revolving and term loan credit facility (the “Secured Credit Facility”) and its secured credit agreement with Export Development Canada.
The Credit Facility contains representations, warranties, covenants and events of default substantially the same as those contained in the Secured Credit Facility, except with respect to provisions related to collateral securing the borrowings under the Secured Credit Facility.
SCI has various relationships with JPMorgan and its respective affiliates, including as agent and lender under the Secured Credit Facility. In addition, some of the other Commitment Parties, or their respective affiliates, have had in the past, and may have, in the future, various relationships with SCI involving the provision of financial or other advisory services, including cash management, investment banking and brokerage services. These agents and lenders or their respective affiliates, have received, and may in the future receive, customary principal and interest payments, fees and expenses for these services.
The foregoing description of the Commitment Letter and the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this report:
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ExhibitNo. |
Description |
| 10.1 | Credit Facility Commitment Letter, dated September 20, 2017, among Sprint Communications, Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc. and Mizuho Bank, Ltd. |
SPRINT Corp ExhibitEX-10.1 2 d460688dex101.htm EX-10.1 EX-10.1 Table of Contents Exhibit 10.1 JPMORGAN CHASE BANK,…To view the full exhibit click here
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.