ABOUT THIS JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS
This joint consent solicitation statement/prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) by T-Mobile (File No. 333-[ ]), constitutes a prospectus of T-Mobile under Section 5 of the U.S. Securities Act of 1933, as amended (which we refer to as the “Securities Act”), with respect to the T-Mobile common stock to be issued to Sprint stockholders pursuant to the business combination agreement. This joint consent solicitation statement/prospectus also constitutes a consent solicitation statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), of T-Mobile with respect to the proposals to approve each of the T-Mobile charter amendment and the T-Mobile share issuance, and a consent solicitation statement under Section 14(a) of the Exchange Act of Sprint with respect to the proposals to approve each of the adoption of the business combination agreement and, on a nonbinding, advisory basis, the Sprint advisory T-Mobile charter amendment.
Neither T-Mobile nor Sprint has authorized anyone to give any information or make any representation about the merger transactions or any of the other transactions contemplated by the business combination agreement, T-Mobile or Sprint that is different from, or in addition to, that contained in this joint consent solicitation statement/prospectus or in any of the materials that have been incorporated by reference. Therefore, neither T-Mobile nor Sprint takes any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained in or incorporated by reference into this joint consent solicitation statement/prospectus. This joint consent solicitation statement/prospectus is dated [ ], 2018. The information contained in this joint consent solicitation statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this joint consent solicitation statement/prospectus to T-Mobile or Sprint stockholders nor the issuance by T-Mobile of common stock pursuant to the business combination agreement will create any implication to the contrary.
This joint consent solicitation statement/prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
The information concerning T-Mobile contained in or incorporated by reference into this joint consent solicitation statement/prospectus has been provided by T-Mobile, and the information concerning Sprint contained in this joint consent solicitation statement/prospectus has been provided by Sprint.
Unless otherwise indicated or as the context otherwise requires, all references in this joint consent solicitation statement/prospectus to:
| • | “closing” refers to the closing of the merger transactions; |
| • | “combined company” refers to T-Mobile following the completion of the merger transactions; |
| • | “DGCL” refers to the General Corporation Law of the State of Delaware; |
| • | “Deutsche Telekom” refers to Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany; |
| • | “Deutsche Telekom Holding” refers to Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands; |
| • | “Deutsche Telekom Parties” refers to Deutsche Telekom and Deutsche Telekom Holding, collectively; |
| • | “effective time” refers to the effective time of the merger pursuant to the business combination agreement; |
| • | “exchange ratio” refers to 0.10256 shares of T-Mobile common stock per share of Sprint common stock; |
| • | “Galaxy” refers to Galaxy Investment Holdings, Inc., a Delaware corporation; |
| • | “Galaxy common stock” refers to the shares of common stock, par value $0.01 per share, of Galaxy; |
| • | “HoldCo mergers” refers to, collectively, the merger of each SoftBank US HoldCo with and into Merger Company, in each case with Merger Company continuing as the surviving entity and as a wholly owned subsidiary of T-Mobile; |
| • | “HoldCo mergers effective time” refers to the effective time of the HoldCo mergers pursuant to the business combination agreement; |
| • | “merger” refers to the merger of Merger Sub with and into Sprint, with Sprint continuing as the surviving corporation and as a wholly owned subsidiary of T-Mobile; |
| • | “Merger Company” refers to Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile; |
| • | “merger consideration” refers to the right of holders of Sprint common stock to receive the exchange ratio; |
| • | “Merger Sub” refers to Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Merger Company; |
| • | “merger transactions” refers to (i) if the revised structure notice has not been delivered in accordance with the business combination agreement, the HoldCo mergers and the merger, or (ii) if the revised structure notice has been delivered in accordance with the business combination agreement, the merger; |
| • | “SEC” refers to the U.S. Securities and Exchange Commission; |
| • | “SoftBank” refers to SoftBank Group Corp., a Japanese kabushiki kaisha; |
| • | “SoftBank Parties” refers to SoftBank and the SoftBank US HoldCos, collectively; |
| • | “SoftBank UK” refers to SoftBank Group Capital Limited, a private limited company incorporated in England and Wales and a wholly owned subsidiary of SoftBank; |
| • | “SoftBank US HoldCos” refers to Galaxy and Starburst, collectively; |
| • | “Sprint” refers to Sprint Corporation, a Delaware corporation; |
| • | “Sprint board of directors” refers to the board of directors of Sprint; |
| • | “Sprint common stock” refers to the shares of common stock, par value $0.01 per share, of Sprint; |
| • | “Sprint independent committee” refers to the committee of the Sprint board of directors consisting solely of the independent directors of Sprint, which the Sprint board of directors established for the purpose of analyzing and evaluating a possible business combination transaction with T-Mobile and, in coordination with the rest of the Sprint board of directors and Sprint management, interacting with SoftBank, Deutsche Telekom or T-Mobile with respect to such a possible business combination; |
| • | “Sprint proposals” refers to the Sprint merger approval and, on a nonbinding, advisory basis, the Sprint advisory T-Mobile charter amendment (which includes three sub-proposals to (1) approve an increase in the number of authorized shares of T-Mobile common stock from one billion to two billion, (2) amend the director designation rights of Deutsche Telekom and add director designation rights of SoftBank and (3) add approval rights of SoftBank, in each case, including other amendments incidental or related to the foregoing), collectively; |
| • | “Sprint stockholders” refers to the holders of Sprint common stock; |
| • | “Starburst” refers to Starburst I, Inc., a Delaware corporation; |
| • | “Starburst common stock” refers to the shares of common stock, par value $0.01 per share, of Starburst; |
| • | “T-Mobile” refers to T-Mobile US, Inc., a Delaware corporation; |
| • | “T-Mobile board of directors” refers to the board of directors of T-Mobile or, following the completion of the merger, the combined company; |
| • | “T-Mobile common stock” refers to the shares of common stock, par value $0.00001 per share, of T-Mobile or, following the completion of the merger, the combined company; |
| • | “T-Mobile independent committee” refers to the committee of the T-Mobile board of directors consisting solely of independent directors of T-Mobile, which the T-Mobile board of directors established for the purpose of reviewing and monitoring a possible business combination transaction with Sprint and negotiating on behalf of T-Mobile the terms and conditions of any agreements or arrangements proposed to be entered into between T-Mobile or the combined company and Deutsche Telekom related to the transaction; |
| • | “T-Mobile proposals” refers to the proposal to approve the T-Mobile charter amendment (which includes three sub-proposals to (1) approve an increase in the number of authorized shares of T-Mobile common stock from one billion to two billion, (2) amend the director designation rights of Deutsche Telekom and add director designation rights of SoftBank and (3) add approval rights of SoftBank, in each case, including other amendments incidental or related to the foregoing) and the proposal to approve the T-Mobile share issuance, collectively; |
| • | “T-Mobile stockholders” refers to the holders of T-Mobile common stock; |
| • | “T-Mobile USA” refers to T-Mobile USA, Inc., a Delaware corporation; and |
| • | “we,” “our” and “us” refer to T-Mobile and Sprint, collectively. |
