10
Jul
1865492943_Sprint_Nextel_Speculationx

Sprint announced in a press release this afternoon that SoftBank's acquisition of the Sprint Corporation had officially been completed. The two companies announced a mutual interest back in October of last year. After struggling with competing bids from Dish Network, SoftBank received its final regulatory approval for the merger from the FCC just a week ago.

The merger gives SoftBank CEO Masayoshi Son overarching control of Sprint as chairman of the Sprint board of directors, though Dan Hesse will stay on as the Sprint Corporation's CEO. Interestingly, former Chairman of the US Joint Chiefs Of Staff (for our non-US readers, the top general in the US military) Adm. Michael Mullen is coming on as Sprint's director of security. Mullen was previously serving on the board of General Motors.

Sprint will retain its current stock ticker symbol ("S"), and Sprint HQ will remain in Overland Park, KS. What's next for the company? Given the massive capital infusion Sprint's just received, it's likely Masayoshi Son has big plans for the struggling Now Network, which has been operating at a loss for some time now.

Yesterday, Sprint also completed an acquisition of its own, officially taking control of Clearwire.

For more on the merger, see the official press release below.

July 10, 2013

Sprint and SoftBank Announce Completion of Merger

OVERLAND PARK, Kan. & TOKYO (BUSINESS WIRE), July 10, 2013 - Sprint Nextel Corporation (NYSE: S) (“Sprint”) and SoftBank Corp. (TSE: 9984) (“SoftBank”) today announced the completion of their merger whereby SoftBank has invested approximately $21.6 billion in Sprint, consisting of approximately $16.6 billion to be distributed to Sprint stockholders and an aggregate $5 billion of new capital ($1.9 billion at closing) to strengthen Sprint’s balance sheet. Sprint stockholders voted to approve the transaction at a special meeting of stockholders held on June 25, 2013.

Through this transaction, approximately 72 percent of current Sprint shares are being acquired by SoftBank for $7.65 per share in cash, and the remaining shares are being converted into shares of a new publicly traded entity named Sprint Corporation. Each Sprint stockholder had the option to elect to receive one share of common stock in the new company or to elect to receive cash, subject to proration, for each share of Sprint common stock owned by that stockholder. A stockholder who made no election was deemed to have elected cash.

Based on the elections made by Sprint stockholders, each stockholder that elected to receive stock will receive one share of stock in Sprint Corporation, and each stockholder that elected (or was deemed to have elected) to receive cash will receive a combination of $5.647658 in cash and 0.261744048 of a share of stock in Sprint Corporation. As a result of the transaction, the ownership of current Sprint equity holders in a stronger, more competitive Sprint will be approximately 22 percent, while SoftBank will own approximately 78 percent, both calculated on a fully diluted basis.

Sprint Corporation will be listed and traded on the New York Stock Exchange (“NYSE”) under the ticker symbol, “S.” Sprint Corporation has been advised by the NYSE that it is expected that Sprint Corporation will continue to trade on the NYSE’s “when-issued” market on July 11, 2013 and regular trading under the ticker symbol “S” will commence on Friday, July 12, 2013. Sprint Corporation stockholders should contact their brokers for instructions on trading in the NYSE’s “when-issued” market.

Dan Hesse has been appointed Chief Executive Officer of Sprint Corporation and will serve on the board of directors. Masayoshi Son, founder, Chairman and CEO of SoftBank will serve as Chairman of the Sprint Corporation board of directors and Ronald Fisher, director of SoftBank and president of SoftBank Holdings Inc., has been appointed Vice Chairman. Admiral Michael G. Mullen, Former Chairman, Joint Chiefs of Staff, has been named to the Sprint Corporation board of directors as Security Director. Robert Bennett, Gordon Bethune and Frank Ianna, who are currently members of the Sprint board, will also serve on the Sprint Corporation board of directors. SoftBank and Sprint have not yet determined the remaining members of the Sprint Corporation board of directors. The company’s headquarters will remain in Overland Park, Kansas.

The Raine Group LLC is serving as lead financial advisor to SoftBank. Mizuho Securities, Goldman Sachs, Deutsche Bank, JP Morgan and Credit Suisse also served as advisors. SoftBank’s legal advisors include Morrison & Foerster LLP as lead counsel, Mori Hamada & Matsumoto as Japanese counsel, Dow Lohnes PLLC as regulatory counsel, Potter Anderson & Corroon LLP as Delaware counsel, and Foulston & Siefkin LLP as Kansas counsel.

Citigroup Global Markets Inc., Rothschild Inc. and UBS Investment Bank are co-lead financial advisors for Sprint. Sprint’s legal advisors include Skadden, Arps, Slate, Meagher & Flom LLP as lead counsel, Lawler, Metzger, Keeney and Logan as regulatory counsel, and Polsinelli PC as Kansas counsel. The Special Committee of the Sprint Board of Directors is being advised by Bank of America Merrill Lynch, Shearman & Sterling LLP, Bingham McCutchen LLP and Spectrum Management Consulting.

David Ruddock
David's phone is whatever is currently sitting on his desk. He is an avid writer, and enjoys playing devil's advocate in editorials, and reviewing the latest phones and gadgets. He also doesn't usually write such boring sentences.

  • MERCKLE

    Bout time!

  • Kurt Wurmser

    Now let's see them get their LTE rollout done before 5G comes out.

    • earth

      Actually it will be easier for Sprint to upgrade to LTE-A (nextgen LTE) than for ATT/VZW. It will just be a software upgrade for Sprint. ATT/VZW have to essentially rollout a new network.

      There is more LTE rolled out than what is announced. This is reported by users...
      http://sensorly.com/map/4G/US/USA/Sprint/lte_310sprint

      • Jacob Dominic Loera

        as long as the speeds can rival the big carriers then im fine with it but as of right now im just about ready to leave sprint i cant deal with 300-500 kb down that's just ridiculous.....

      • HopelesslyFaithful

        well for chicago land area that map says they have less coverage than their site :/ my area is totally missed on that map.

        • earth

          The sensorly map is just what is reported by users, not all. So there is likely more coverage if surrounded by LTE.

  • Dan Lehman

    GREAT. Now can we get some LTE in NEW YORK? Plz and thx.

    • earth
      • Dan Lehman

        Interesting. Use the zip code, 07071. I'm literally 3 miles (if not less) from Manhattan and have no LTE at all. According to this site I'm just south of a small patch of LTE - hopefully that means they are actively working on this in my area and I will soon have LTE.

        FWIW, I have Galaxy S4 and I'm stuck on 3G when I'm anywhere without WiFi :(

  • Asphyx

    Lets hope that this company has the capital to really give Verizon a run for their coverage money!

    I doubt they will ever surpass Verizon but if they can at least compete at all and reduce the dead spots I might be able to get out from under Verizon's thumb or at least get Verizon to stop acting like they are the only carrier on the planet.

  • HopelesslyFaithful

    so the question is when will the first multi LTE freq phone come out?

  • Lexster

    Good, now can we PLEASE start getting LTE in actual...you know, populous cities, Sprint?

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