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 November 9, 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, respectively.
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 Payment.