Sprint (S), SoftBank Amend Merger; More Cash Will be Used in Deal
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Sprint Nextel Corporation (NYSE: S) and SoftBank Corp. have amended the previously announced merger agreement between the two companies to deliver greater cash consideration and increased certainty to Sprint stockholders. Sprint’s Special Committee and Board of Directors have unanimously approved the amended Merger Agreement and have unanimously recommended to stockholders to vote FOR the revised SoftBank transaction. Sprint and SoftBank anticipate closing the SoftBank transaction in early July 2013, as previously communicated.
Under the amended Merger Agreement, SoftBank will deliver an additional $4.5 billion of cash to Sprint stockholders at closing, bringing the total cash consideration available to Sprint stockholders to $16.64 billion.
* The cash available to stockholders has increased by $1.48 per share, from $4.02 to $5.50, based on the June 7, 2013 share count (assuming full proration).
* The $4.5 billion of additional cash at closing will be funded by a reallocation of $3 billion of SoftBank’s previously proposed $4.9 billion primary investment in New Sprint and by $1.5 billion of incremental capital from SoftBank.
* The price at which SoftBank will acquire shares from current Sprint shareholders will be increased from $7.30 per share to $7.65 per share, a 52% premium to the unaffected trading price prior to announcement in October 2012.
As part of the amended Merger Agreement, the pricing of SoftBank’s $1.9 billion primary investment will be increased by 19% from the previously agreed $5.25 per share to $6.25 per share. Pro forma for the transaction, the current Sprint stockholders’ resulting equity ownership in a stronger, more competitive New Sprint will be 22% while SoftBank will own approximately 78%.
SoftBank will continue to invest $1.9 billion in New Sprint at closing, which in addition to the $3.1 billion convertible debt investment made by SoftBank in October 2012, brings SoftBank’s total investment in Sprint to $5.0 billion. SoftBank and Sprint believe that the reallocation of primary capital to Sprint stockholders is warranted given the companies’ refined operating and capital expenditure synergy expectations resulting from extensive due diligence over the past nine months, as well as Sprint’s improving profitability and execution of its Network Vision plan.
Sprint also announced today that its Special Committee and Board of Directors have unanimously determined that the proposal submitted by DISH Network Corporation (“DISH”) on April 15, 2013 is not reasonably likely to lead to a “superior offer” under the Merger Agreement. Sprint has engaged with DISH since April 15 and, after receiving waivers from SoftBank under the Merger Agreement, allowed DISH due diligence to commence on May 21. Despite the Special Committee’s diligence, DISH has not put forward an actionable offer. As a consequence of the lack of progress with DISH and the improved terms from SoftBank, the Special Committee ended its discussions with DISH and will request that DISH destroy all of the Sprint confidential information made available in the course of its diligence.
The revised merger agreement creates a deadline of June 18, 2013 for DISH to provide its ‘best and final’ offer and for the completion of deliberations by the Special Committee and notice to SoftBank.
The Special Committee made its decision and recommendation after long and careful deliberation. Specific steps taken by the Special Committee include:
* Proactively hired network and spectrum consultants and regulatory counsel (in addition to its previously announced financial and legal advisors) to independently advise it on certain matters and these individuals participated in the extensive due diligence that was performed on DISH and its spectrum and network plans;
* Directed Sprint to respond to nearly all of DISH’s numerous requests for written diligence materials;
* Enabled representatives of the Committee and Sprint, as well as members of Sprint management, to engage in multiple in-person meetings with DISH as well as numerous conference calls to discuss a wide variety of diligence subjects such as network deployment, HR, IT, marketing and tax and;
* Participated in numerous calls between the Committee and Sprint and their advisors and DISH and its advisors.
Additional terms of the agreement:
* Amend the definition of “Superior Offer” to exclude any proposal that is not fully financed pursuant to binding commitments from recognized financial institutions.
* Require Sprint to adopt a shareholder rights plan.
* Increase the non-refundable fiduciary termination fee payable by Sprint to SoftBank in certain circumstances from $600 million to $800 million.
To give Sprint stockholders time to evaluate the amended agreement, Sprint and SoftBank have agreed to adjourn the Special Meeting of Stockholders to be convened on June 12, 2013 until June 25, 2013. Supplemental proxy materials will be filed with the SEC and distributed to stockholders in the near future and such materials and an election form will be distributed to stockholders in the near future.
Consummation of the Sprint-SoftBank merger remains subject to various conditions to closing, including receipt of approval of the Federal Communications Commission and adoption of the merger agreement by Sprint's stockholders. Sprint and SoftBank anticipate the merger will be consummated in July 2013, subject to the remaining closing conditions.
The Raine Group LLC is serving as lead financial advisor to SoftBank. Mizuho Secuirites, 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.
The Special Committee of the Sprint Board of Directors is being advised by Bank of America Merrill Lynch, Shearman & Sterling LLP, and Bingham and Spectrum Management Consulting. 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 and Flom LLP as lead counsel, Lawler, Metzger, Keeney and Logan as regulatory counsel, and Polsinelli PC as Kansas counsel.
Under the amended Merger Agreement, SoftBank will deliver an additional $4.5 billion of cash to Sprint stockholders at closing, bringing the total cash consideration available to Sprint stockholders to $16.64 billion.
* The cash available to stockholders has increased by $1.48 per share, from $4.02 to $5.50, based on the June 7, 2013 share count (assuming full proration).
* The $4.5 billion of additional cash at closing will be funded by a reallocation of $3 billion of SoftBank’s previously proposed $4.9 billion primary investment in New Sprint and by $1.5 billion of incremental capital from SoftBank.
* The price at which SoftBank will acquire shares from current Sprint shareholders will be increased from $7.30 per share to $7.65 per share, a 52% premium to the unaffected trading price prior to announcement in October 2012.
As part of the amended Merger Agreement, the pricing of SoftBank’s $1.9 billion primary investment will be increased by 19% from the previously agreed $5.25 per share to $6.25 per share. Pro forma for the transaction, the current Sprint stockholders’ resulting equity ownership in a stronger, more competitive New Sprint will be 22% while SoftBank will own approximately 78%.
SoftBank will continue to invest $1.9 billion in New Sprint at closing, which in addition to the $3.1 billion convertible debt investment made by SoftBank in October 2012, brings SoftBank’s total investment in Sprint to $5.0 billion. SoftBank and Sprint believe that the reallocation of primary capital to Sprint stockholders is warranted given the companies’ refined operating and capital expenditure synergy expectations resulting from extensive due diligence over the past nine months, as well as Sprint’s improving profitability and execution of its Network Vision plan.
Sprint also announced today that its Special Committee and Board of Directors have unanimously determined that the proposal submitted by DISH Network Corporation (“DISH”) on April 15, 2013 is not reasonably likely to lead to a “superior offer” under the Merger Agreement. Sprint has engaged with DISH since April 15 and, after receiving waivers from SoftBank under the Merger Agreement, allowed DISH due diligence to commence on May 21. Despite the Special Committee’s diligence, DISH has not put forward an actionable offer. As a consequence of the lack of progress with DISH and the improved terms from SoftBank, the Special Committee ended its discussions with DISH and will request that DISH destroy all of the Sprint confidential information made available in the course of its diligence.
The revised merger agreement creates a deadline of June 18, 2013 for DISH to provide its ‘best and final’ offer and for the completion of deliberations by the Special Committee and notice to SoftBank.
The Special Committee made its decision and recommendation after long and careful deliberation. Specific steps taken by the Special Committee include:
* Proactively hired network and spectrum consultants and regulatory counsel (in addition to its previously announced financial and legal advisors) to independently advise it on certain matters and these individuals participated in the extensive due diligence that was performed on DISH and its spectrum and network plans;
* Directed Sprint to respond to nearly all of DISH’s numerous requests for written diligence materials;
* Enabled representatives of the Committee and Sprint, as well as members of Sprint management, to engage in multiple in-person meetings with DISH as well as numerous conference calls to discuss a wide variety of diligence subjects such as network deployment, HR, IT, marketing and tax and;
* Participated in numerous calls between the Committee and Sprint and their advisors and DISH and its advisors.
Additional terms of the agreement:
* Amend the definition of “Superior Offer” to exclude any proposal that is not fully financed pursuant to binding commitments from recognized financial institutions.
* Require Sprint to adopt a shareholder rights plan.
* Increase the non-refundable fiduciary termination fee payable by Sprint to SoftBank in certain circumstances from $600 million to $800 million.
To give Sprint stockholders time to evaluate the amended agreement, Sprint and SoftBank have agreed to adjourn the Special Meeting of Stockholders to be convened on June 12, 2013 until June 25, 2013. Supplemental proxy materials will be filed with the SEC and distributed to stockholders in the near future and such materials and an election form will be distributed to stockholders in the near future.
Consummation of the Sprint-SoftBank merger remains subject to various conditions to closing, including receipt of approval of the Federal Communications Commission and adoption of the merger agreement by Sprint's stockholders. Sprint and SoftBank anticipate the merger will be consummated in July 2013, subject to the remaining closing conditions.
The Raine Group LLC is serving as lead financial advisor to SoftBank. Mizuho Secuirites, 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.
The Special Committee of the Sprint Board of Directors is being advised by Bank of America Merrill Lynch, Shearman & Sterling LLP, and Bingham and Spectrum Management Consulting. 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 and Flom LLP as lead counsel, Lawler, Metzger, Keeney and Logan as regulatory counsel, and Polsinelli PC as Kansas counsel.
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