and other information provided to, discussed with or reviewed by Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the consent of the T-Mobile board of directors that the T-Mobile forecasts and the estimated synergies were reasonably prepared on a basis reflecting the best then available estimates and judgments of the management of T-Mobile. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of T-Mobile or Sprint or any of their respective subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the completion of the merger transactions would be obtained without any adverse effect on T-Mobile or Sprint or on the expected benefits of the merger transactions in any way meaningful to Goldman Sachs’ analysis. Goldman Sachs also assumed that the merger transactions would be completed on the terms set forth in the business combination agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.
Goldman Sachs’ opinion does not address the underlying business decision of T-Mobile to engage in the merger transactions, or the relative merits of the merger transactions as compared to any strategic alternatives that may be available to T-Mobile; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to T-Mobile, as of the date of the opinion, of the exchange ratio pursuant to the business combination agreement. Goldman Sachs did not express any view on, and its opinion does not address, any other term or aspect of the business combination agreement, or the merger transactions or any term or aspect of any other agreement or instrument contemplated by the business combination agreement or entered into or amended in connection with the merger transactions, including those agreements contemplated by section 2.6 of the business combination agreement, the fairness of the merger transactions to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of T-Mobile; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of T-Mobile or Sprint, or any class of such persons in connection with the merger transactions, whether relative to the exchange ratio pursuant to the business combination agreement or otherwise. Goldman Sachs did not express any opinion as to the prices at which shares of T-Mobile common stock would trade at any time or as to the impact of the merger transactions on the solvency or viability of T-Mobile, Deutsche Telekom, Sprint or SoftBank or the ability of T-Mobile, Deutsche Telekom, Sprint or SoftBank to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion, and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ advisory services provided to T-Mobile and its opinion were provided for the information and assistance of the T-Mobile board of directors in connection with its consideration of the merger transactions and the opinion does not constitute a recommendation as to how any holder of shares of T-Mobile common stock should vote with respect to the merger transactions or any other matter. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.
Summary of Financial Analyses
The following is a summary of the material financial analyses delivered by Goldman Sachs to the T-Mobile board of directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 26, 2018 and is not necessarily indicative of current market conditions.
Illustrative Sprint Financial Analysis
Implied Premia and Multiples Analysis
Goldman Sachs calculated and compared certain premia and multiples using various prices per share of T-Mobile common stock and Sprint common stock and various implied values for the 0.10256 of a share of T-Mobile common stock to be paid by T-Mobile for each share of Sprint common stock based on various prices per share of T-Mobile common stock.
Goldman Sachs calculated implied values for the 0.10256 of a share of T-Mobile common stock to be paid by T-Mobile for each share of Sprint common stock (which we refer to in this section entitled “—Opinion of Goldman Sachs” as an “implied price per Sprint share”) by multiplying the exchange ratio by:
| • | $59.74, the closing price for the shares of T-Mobile common stock on April 9, 2018, the last completed trading day before The Wall Street Journal reported on April 10, 2018 that T-Mobile and Sprint had recommenced negotiations regarding a possible business combination transaction (which we refer to in this section entitled “—Opinion of Goldman Sachs” as the “T-Mobile undisturbed share price”); |
| • | $64.10, the closing price for shares of T-Mobile common stock on April 26, 2018, the last completed trading day before Goldman Sachs delivered its opinion to the T-Mobile board of directors (which we refer to in this section entitled “—Opinion of Goldman Sachs” as the “T-Mobile at-market share price”); |
| • | $61.89, the volume-weighted average trading price (which we refer to in this section entitled “—Opinion of Goldman Sachs” as the “VWAP”) of the shares of T-Mobile common stock over the 30-calendar day period ended April 9, 2018; |
| • | $61.99, the VWAP of the shares of T-Mobile common stock over the 90-calendar day period ended April 9, 2018; and |
| • | $62.36, the VWAP of the shares of T-Mobile common stock over the 12-month period ended April 9, 2018. |
The results of these calculations were as follows:
| T-Mobile Reference Share Price |
Implied Price per Sprint Share at 0.10256x Exchange Ratio |
|||
| T-Mobile undisturbed share price |
$ | 6.13 | ||
| T-Mobile at-market share price |
$ | 6.57 | ||
| 30-day VWAP |
$ | 6.35 | ||
| 90-day VWAP |
$ | 6.36 | ||
| 12-month VWAP |
$ | 6.40 | ||
Goldman Sachs calculated and compared the implied premia (discounts) represented by:
| • | $6.13, the implied price per Sprint share calculated based on the T-Mobile undisturbed share price, compared to $5.14, the closing price for shares of Sprint common stock as of April 9, 2018, the last completed trading day before The Wall Street Journal reported that T-Mobile and Sprint had recommenced negotiations regarding a possible business combination transaction (which we refer to in this section entitled “—Opinion of Goldman Sachs” as the “Sprint undisturbed share price”); |
| • | $6.57, the implied price per Sprint share calculated based on the T-Mobile at-market share price, compared to $6.00, the closing price for shares of Sprint common stock on April 26, 2018, the last completed trading day before Goldman Sachs delivered its opinion to the T-Mobile board of directors (which we refer to in this section entitled “—Opinion of Goldman Sachs” as the “Sprint at-market share price”); |
| • | $6.35, the implied price per Sprint share calculated based on the VWAP of the shares of T-Mobile common stock over the 30-calendar day period ended April 9, 2018, compared to $5.12, the VWAP of the shares of Sprint common stock over the same 30-calendar day period; |
| • | $6.36, the implied price per Sprint share calculated based on the VWAP of the shares of T-Mobile common stock over the 90-calendar day period ended April 9, 2018, compared to $5.30, the VWAP of the shares of Sprint common stock over the same 90-calendar day period; and |
| • | $6.40, the implied price per Sprint share calculated based on the VWAP of the shares of T-Mobile common stock over the 12-month period ended April 9, 2018, compared to $6.86, the VWAP of the shares of Sprint common stock over the same 12-month period. |
The results of these calculations and comparisons are as follows:
| Reference Share Prices |
Implied Premium (Discount) |
|||
| T-Mobile undisturbed share price and Sprint undisturbed share price |
19.2 | % | ||
| T-Mobile at-market share price and Sprint at-market share price |
9.6 | % | ||
| 30-day VWAP of T-Mobile common Stock and of Sprint common stock |
24.0 | % | ||
| 90-day VWAP of T-Mobile common Stock and of Sprint common stock |
20.1 | % | ||
| 12-month VWAP of T-Mobile common Stock and of Sprint common stock |
(6.8 | )% | ||
Goldman Sachs calculated the expected relative ownership of shares of T-Mobile common stock as the common stock of the combined company (after giving effect to the completion of the merger transactions) held by each of Deutsche Telekom, the stockholders of T-Mobile prior to the completion of the merger transactions other than Deutsche Telekom, SoftBank and the stockholders of Sprint prior to the completion of the merger transactions other than SoftBank, based on capitalization information provided by T-Mobile management for each of T-Mobile and Sprint and the number of shares of T-Mobile common stock expected to be outstanding upon completion of the merger transactions, based on the exchange ratio, calculated using information provided by T-Mobile management. The results of these calculations are as follows:
| Stockholder |
Ownership Percentage in Combined Company |
|||
| Deutsche Telekom |
41.7 | % | ||
| Other T-Mobile stockholders |
25.3 | % | ||
| All T-Mobile stockholders |
67.0 | % | ||
| SoftBank |
27.4 | % | ||
| Other Sprint stockholders |
5.6 | % | ||
| All Sprint stockholders |
33.0 | % | ||
| All stockholders, other than Deutsche Telekom and SoftBank |
30.9 | % | ||
In addition, Goldman Sachs calculated implied equity values for Sprint on a standalone basis by multiplying each of the Sprint undisturbed share price, the Sprint at-market share price, and each of the implied prices per Sprint share calculated by Goldman Sachs based on the exchange ratio as described above, by the number of fully diluted shares of Sprint common stock outstanding as of April 25, 2018, calculated using information provided by Sprint management and approved for Goldman Sachs’ use by T-Mobile. Goldman Sachs then
calculated implied enterprise values for Sprint on a standalone basis by adding to the equity values calculated as described above Sprint’s net debt (calculated as debt plus tower obligations less cash and cash equivalents, which, with respect to Sprint, T-Mobile and the combined company, we refer to in this section entitled “—Opinion of Goldman Sachs” as “net debt”) as of March 31, 2018 as provided by Sprint management and approved for Goldman Sachs’ use by T-Mobile, and subtracting the illustrative net present value of approximately $4.2 billion calculated by Goldman Sachs as of March 31, 2018 of Sprint’s net operating losses and tax asset utilization, as provided by T-Mobile management and reflected in the T-Mobile management Sprint forecasts (derived using a discount rate of 9.0% at the direction of T-Mobile management).
Goldman Sachs also calculated implied equity values for T-Mobile on a standalone basis by multiplying the T-Mobile undisturbed share price and the T-Mobile at-market share price by the number of fully diluted shares of T-Mobile common stock outstanding as of April 25, 2018, calculated using information provided by T-Mobile management. Goldman Sachs then calculated implied enterprise value for T-Mobile on a standalone basis by adding to the equity values calculated as described above T-Mobile’s net debt as of March 31, 2018 provided by T-Mobile management and subtracting the illustrative net present value of approximately $1.6 billion calculated by Goldman Sachs as of March 31, 2018 of T-Mobile’s net operating losses and tax asset utilization, as provided by T-Mobile management and reflected in the T-Mobile management T-Mobile forecasts (derived using a discount rate of 8.0% at the direction of T-Mobile management).
Using the foregoing, Goldman Sachs calculated the following multiples:
| • | each of the foregoing implied enterprise values of Sprint on a standalone basis, as a multiple of estimated earnings before interest, taxes, depreciation and amortization, less leasing revenue (taking into account stock based compensation costs) (which we refer to in this section entitled “—Opinion of Goldman Sachs” as “core EBITDA”) of Sprint for calendar years 2018 and 2019, as reflected in the T-Mobile forecasts; |
| • | each of the foregoing implied enterprise values of T-Mobile on a standalone basis, as a multiple of core EBITDA of T-Mobile for fiscal years 2018 and 2019, as reflected in the T-Mobile forecasts; |
| • | each of the foregoing implied enterprise values of Sprint on a standalone basis, as a multiple of core EBITDA minus network capital expenditures of Sprint for calendar years 2018 and 2019, as reflected in the T-Mobile forecasts; and |
| • | each of the foregoing implied enterprise values of T-Mobile on a standalone basis, as a multiple of core EBITDA minus network capital expenditures of T-Mobile for fiscal years 2018 and 2019, as reflected in the T-Mobile forecasts. |
The results of these calculations were as follows:
| Reference Price Per Share: |
2018E EV/Core EBITDA |
2018E EV/Core EBITDA—Capex |
2019E EV/Core EBITDA |
2019E EV/Core EBITDA—Capex |
||||||||||||
| T-Mobile and Sprint Prices Per Share |
||||||||||||||||
| T-Mobile undisturbed share price |
7.8x | 15.9x | 7.3x | 14.0x | ||||||||||||
| Sprint undisturbed share price |
6.7x | 22.5x | 6.4x | 16.7x | ||||||||||||
| T-Mobile at-market share price |
8.1x | 16.7x | 7.6x | 14.7x | ||||||||||||
| Sprint at-market share price |
7.2x | 24.2x | 6.8x | 17.9x | ||||||||||||
| Sprint Implied Price Per Share at 0.10256x Exchange Ratio |
||||||||||||||||
| Based on T-Mobile undisturbed share price |
7.2x | 24.4x | 6.9x | 18.1x | ||||||||||||
| Based on T-Mobile at-market share price |
7.5x | 25.3x | 7.1x | 18.8x | ||||||||||||
| Based on T-Mobile 30-day VWAP |
7.4x | 24.9x | 7.0x | 18.4x | ||||||||||||
| Based on T-Mobile 90-day VWAP |
7.4x | 24.9x | 7.0x | 18.5x | ||||||||||||
| Based on T-Mobile 12-month VWAP |
7.4x | 25.0x | 7.0x | 18.5x | ||||||||||||
Illustrative Discounted Cash Flow Analysis
Using the T-Mobile forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on Sprint on a standalone basis to derive a range of illustrative present values per share of Sprint common stock on a standalone basis, excluding estimated synergies.
Using discount rates ranging from 8.5% to 9.5%, reflecting estimates of Sprint’s weighted average cost of capital, Goldman Sachs derived a range of implied enterprise values for Sprint by discounting to present value, as of March 31, 2018, (1) estimates of the unlevered free cash flow, excluding estimated synergies, to be generated by Sprint for the period from March 31, 2018 to December 31, 2026 derived from the T-Mobile forecasts and (2) a range of implied terminal values for Sprint as of December 31, 2026, calculated by applying perpetuity growth rates ranging from 1.5% to 2.5% to the estimate of the terminal year unlevered free cash flow of Sprint, derived from the T-Mobile forecasts (which analysis implied multiples of the implied terminal values derived for Sprint to core EBITDA of Sprint for the four quarter period ended December 31, 2026 ranging from 6.0x to 8.1x and multiples of the implied enterprise values derived for Sprint to core EBITDA of Sprint for the four quarter period ended December 31, 2018 ranging from 6.1x to 8.0x). Goldman Sachs derived the range of discount rates by application of the capital asset pricing model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally (which we refer to in this section entitled “—Opinion of Goldman Sachs” as the “CAPM”). The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the T-Mobile forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived a range of illustrative enterprise values for Sprint by adding the ranges of present values it derived as described above. Goldman Sachs subtracted from the range of implied enterprise values Sprint’s net debt as of March 31, 2018 as provided by Sprint management, and added the illustrative net present value of approximately $4.2 billion calculated by Goldman Sachs as of March 31, 2018 (derived using a discount rate of 9.0% at the direction of T-Mobile management) of net operating losses and tax asset utilization of Sprint as provided by T-Mobile management, to derive a range of illustrative equity values for Sprint. Goldman Sachs divided the range of illustrative equity values by the total number of fully diluted shares of Sprint common stock outstanding as of April 25, 2018, calculated using information provided by Sprint management, to derive a range of implied present values per share of Sprint common stock of $4.15 to $7.51.
Selected Publicly Traded Companies Analysis
Using publicly available information, Goldman Sachs compared certain ratios with respect to the implied enterprise values of Sprint and T-Mobile derived as described under the heading “—Implied Premia and Multiples Analysis” above, as well as financial and operating information for Sprint and T-Mobile, with corresponding information for the following selected group of publicly traded companies in the U.S. wireless communications industry:
| • | AT&T Inc. (pro forma for the Time Warner transaction); and |
| • | Verizon Communications Inc. |
Goldman Sachs calculated an implied enterprise value for AT&T and Verizon by multiplying their respective closing share prices as of April 26, 2018 by the number of fully diluted shares of each to derive an implied equity value for each of AT&T and Verizon, as applicable, and adding to the resulting equity values the amount of each company’s (1) net debt, (2) post-tax unfunded pension liability as of December 31, 2017 at a 25% tax rate, and (3) minority interest and investments in affiliates. All such numbers and amounts were calculated based on information in AT&T and Verizon’s respective publicly available SEC filings.
Using estimates of core EBITDA and network capital expenditures for 2018 and 2019 for each of AT&T and Verizon derived from Wall Street research analyst consensus estimates and the implied enterprise values it calculated for each company as described above, Goldman Sachs calculated implied enterprise value as a
multiple of (1) estimated core EBITDA for 2018 and 2019, respectively, and (2) estimated core EBITDA minus network capital expenditures for 2018 and 2019, respectively. Goldman Sachs also calculated the implied levered free cash flow yield for 2019 for each of AT&T and Verizon by dividing estimates of the levered free cash flow (defined as cash flow from operations less network capital expenditures) for 2019 for each of AT&T and Verizon derived from Wall Street research analyst consensus estimates by the implied equity values it calculated for each company as described above.
The results of these calculations were as follows:
| AT&T |
Verizon | |||
| 2018E EV/Core EBITDA |
7.1x | 7.2x | ||
| 2019E EV/Core EBITDA |
6.9x | 7.1x | ||
| 2018E EV/Core EBITDA—Capex |
11.3x | 11.5x | ||
| 2019E EV/Core EBITDA—Capex |
11.1x | 11.2x | ||
| 2019E Levered Free Cash Flow Yield |
11.4% | 9.1% |
Although neither of the selected companies is directly comparable to Sprint or T-Mobile, Goldman Sachs selected these companies because they are publicly traded companies that operate in the U.S. wireless communications industry with certain operations that for purposes of analysis may be considered similar to certain operations of Sprint and T-Mobile.
Using the information in the table above and the 2018E enterprise value to core EBITDA multiples it calculated for Sprint and T-Mobile based on their respective undisturbed share prices as described above under “—Implied Premia and Multiples Analysis,” and its professional judgment and experience, Goldman Sachs applied a reference range of 2018E enterprise value to core EBITDA multiples of 7.1x (reflecting the 2018E enterprise value to core EBITDA multiple calculated for AT&T) to 7.8x (reflecting the 2018E enterprise value to core EBITDA multiple calculated for T-Mobile based on the T-Mobile undisturbed share price) to the estimate of Sprint’s 2018 core EBITDA reflected in the T-Mobile forecasts to derive a range of implied enterprise values for Sprint. Goldman Sachs subtracted from the range of implied enterprise values Sprint’s net debt as of March 31, 2018 as provided by Sprint management and added the illustrative net present value of approximately $4.2 billion calculated by Goldman Sachs as of March 31, 2018 (derived using a discount rate of 9.0% at the direction of T-Mobile management) of Sprint’s net operating losses and tax asset utilization, as provided by T-Mobile management and reflected in the T-Mobile forecasts, to derive a range of illustrative equity values for Sprint. Goldman Sachs divided the result by the total number of fully diluted shares of Sprint common stock outstanding as of April 25, 2018, calculated using information provided by Sprint management, to derive a range of implied values per share of Sprint common stock of $5.92 to $7.10.
Selected Precedent Transactions Analysis
Goldman Sachs analyzed certain publicly available information relating to the selected acquisition transactions listed below announced since February 2004 involving target companies in the U.S. wireless communications industry.
Based on information in public filings, press releases and financial media reports relating to the applicable transaction, for each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of:
| • | the target company’s core EBITDA (excluding synergies) over the last four quarter period ended prior to the announcement of the applicable transaction (which we refer to in this section entitled “—Opinion of Goldman Sachs” as “trailing core EBITDA”); |
| • | the target company’s core EBITDA (excluding synergies) over the next completed four quarter period after the announcement of the applicable transaction (which we refer to in this section entitled “—Opinion of Goldman Sachs” as “forward core EBITDA”); |
| • | the target company’s core EBITDA (including run-rate synergies) over the last four quarter period ended prior to the announcement of the applicable transaction (which we refer to in this section entitled “—Opinion of Goldman Sachs” as “trailing synergized core EBITDA”); and |
| • | the target company’s core EBITDA (including run-rate synergies) over the next completed four quarter period after the announcement of the applicable transaction (which we refer to in this section entitled “—Opinion of Goldman Sachs” as “forward synergized core EBITDA”). |
The results of these calculations for each transaction are set forth below:
Date
Acquirer
Target
Core
EBITDA
Core
EBITDA
EV/
Trailing
Synergized
EBITDA
