0001193125-13-320194.txt : 20130806 0001193125-13-320194.hdr.sgml : 20130806 20130806060700 ACCESSION NUMBER: 0001193125-13-320194 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20130806 DATE AS OF CHANGE: 20130806 GROUP MEMBERS: GALAXY INVESTMENT HOLDINGS, INC. GROUP MEMBERS: STARBURST I, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT Corp CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 480457967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41991 FILM NUMBER: 131011764 BUSINESS ADDRESS: STREET 1: 6200 SPRINT PARKWAY CITY: OVERLAND PARK STATE: KS ZIP: 66251 BUSINESS PHONE: 800-829-0965 MAIL ADDRESS: STREET 1: 6200 SPRINT PARKWAY CITY: OVERLAND PARK STATE: KS ZIP: 66251 FORMER COMPANY: FORMER CONFORMED NAME: SPRINT NEXTEL CORP DATE OF NAME CHANGE: 20050816 FORMER COMPANY: FORMER CONFORMED NAME: SPRINT CORP DATE OF NAME CHANGE: 19921222 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFTBANK CORP CENTRAL INDEX KEY: 0001065521 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1-9-1 HIGASHI-SHIMBASHI STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105-7303 BUSINESS PHONE: 01181368892260 MAIL ADDRESS: STREET 1: 1-9-1 HIGASHI-SHIMBASHI STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105-7303 SC 13D/A 1 d579036dsc13da.htm SC 13D/A #4 SC 13D/A #4

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-1(a)

(Amendment No. 4)*

 

 

SPRINT CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

85207 U 10 5

(CUSIP Number)

 

Kenneth A. Siegel, Esq.

Morrison & Foerster LLP

Shin-Marunouchi Building, 29th Floor

5-1, Marunouchi 1-Chome

Chiyoda-ku, Tokyo 100-6529 Japan

011-81-3-3214-6522

 

Robert S. Townsend, Esq.

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105-2482

(415) 268-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 5, 2013

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ¨

 

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

 

 

 


  (1)   

Name of reporting person:

 

SoftBank Corp.

  (2)  

Check the appropriate box if a member of a group

(a)  x        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds:

 

    WC, BK(1)

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  (6)  

Citizenship or place of organization:

 

    Japan

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     (7)    

Sole voting Power:

 

    0

     (8)   

Shared voting Power:

 

    3,159,913,659 (1) (2)

     (9)   

Sole dispositive power:

 

    0

   (10)   

Shared dispositive power:

 

    3,159,913,659 (1) (2)

(11)  

Aggregate amount beneficially owned by each reporting person:

 

    3,159,913,659 (1) (2)

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

(13)  

Percent of class represented by amount in Row (11):

 

    79.36% (2) (3)

(14)  

Type of reporting person:

 

    HC, CO

 

(1) Such figure reflects (i) a reclassification exempt under Rule 16b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in which Sprint Corporation (formerly known as “Starburst II, Inc.” and referred to herein as “New Sprint”) Class B Common Stock, par value $0.01 per share (“New Sprint Class B Common Stock”), held by Starburst I, Inc. (“Starburst I”) was reclassified into 3,076,525,523 shares of New Sprint common stock, par value $0.01 per share (the “New Sprint Common Stock”), (ii) the issuance by New Sprint to Starburst I of the New Sprint Warrant, dated July 10, 2013 (the “Warrant”), which is subject to anti-dilution adjustment, as described in the Warrant, and (iii) purchases of New Sprint Common Stock made in compliance with Rule 10b-18 (“Rule 10b-18”) under the Exchange Act (the “Rule 10b-18 Purchases”) by Galaxy Investment Holdings, Inc. (“Galaxy”).
(2) As more fully described in the responses to Item 2 and Items 4 through 6 of this Schedule 13D, SoftBank Corp. (“SoftBank”), Starburst I and Galaxy (collectively, the “Reporting Persons”) may be deemed to be members of a “group” under Section 13(d) of the Exchange Act by virtue of SoftBank’s ownership of Starburst I and Galaxy, the Agreement and Plan of Merger, dated October 15, 2012, by and among Sprint Nextel Corporation (“Sprint Nextel”), SoftBank, Starburst I, New Sprint and Starburst III, Inc., as amended on November 29, 2012, April 12, 2013 and June 10, 2013 (as amended, the “Merger Agreement”), the Warrant and the Rule 10b-18 Purchases by Galaxy.
(3) Percentage of class that may be deemed to be beneficially owned by SoftBank is based on the outstanding New Sprint Common Stock as set forth in New Sprint’s Quarterly Report on Form 10-Q, filed with the Commission on August 5, 2013 (and including shares of New Sprint Common Stock issuable upon exercise of the Warrant).


  (1)   

Name of reporting person:

 

Starburst I, Inc.

  (2)  

Check the appropriate box if a member of a group

(a)  x        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds:

 

    AF

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  (6)  

Citizenship or place of organization:

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     (7)    

Sole voting Power:

 

    0

     (8)   

Shared voting Power:

 

    3,131,105,447 (1) (2)

     (9)   

Sole dispositive power:

 

    0

   (10)   

Shared dispositive power:

 

    3,131,105,447 (1) (2)

(11)  

Aggregate amount beneficially owned by each reporting person:

 

    3,131,105,447 (1) (2)

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

(13)  

Percent of class represented by amount in Row (11):

 

    78.63% (2) (3)

(14)  

Type of reporting person:

 

    HC, CO

 

(1) Such figure reflects (i) a reclassification exempt under Rule 16b-7 under the Exchange Act in which New Sprint Class B Common Stock held by Starburst I was reclassified into 3,076,525,523 shares of New Sprint Common Stock and (ii) the issuance of the Warrant, which is subject to anti-dilution adjustment, as described in the Warrant.
(2) As more fully described in the responses to Item 2 and Items 4 through 6 of this Schedule 13D, the Reporting Persons may be deemed to be members of a “group” under Section 13(d) of the Exchange Act by virtue of SoftBank’s ownership of Starburst I and Galaxy, the Merger Agreement, the Warrant and the Rule 10b-18 Purchases by Galaxy. Starburst I expressly disclaims beneficial ownership with respect to the shares of New Sprint Common Stock deemed to be beneficially owned by SoftBank and Galaxy, except to the extent of Starburst I’s direct pecuniary interest in the shares of New Sprint Common Stock directly beneficially owned by Starburst I.
(3) Percentage of class is based on the outstanding New Sprint Common Stock as set forth in New Sprint’s Quarterly Report on Form 10-Q, filed with the Commission on August 5, 2013 (and including shares of New Sprint Common Stock issuable upon exercise of the Warrant).


  (1)   

Name of reporting person:

 

Galaxy Investment Holdings, Inc.

  (2)  

Check the appropriate box if a member of a group

(a)  x        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds:

 

    AF

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  (6)  

Citizenship or place of organization:

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     (7)    

Sole voting Power:

 

    0

     (8)   

Shared voting Power:

 

    28,808,212 (1) (2)

     (9)   

Sole dispositive power:

 

    0

   (10)   

Shared dispositive power:

 

    28,808,212 (1) (2)

(11)  

Aggregate amount beneficially owned by each reporting person:

 

    28,808,212 (1) (2)

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

(13)  

Percent of class represented by amount in Row (11):

 

    0.73% (2) (3)

(14)  

Type of reporting person:

 

    HC, CO

 

(1) Such figure reflects Rule 10b-18 Purchases made by Galaxy.
(2) As more fully described in the responses to Item 2 and Items 4 through 6 of this Schedule 13D, the Reporting Persons may be deemed to be members of a “group” under Section 13(d) of the Exchange Act by virtue of SoftBank’s ownership of Starburst I, and Galaxy and the Rule 10b-18 Purchases by Galaxy. Galaxy expressly disclaims beneficial ownership with respect to the shares of New Sprint Common Stock deemed to be beneficially owned by SoftBank and Starburst I, except to the extent of Galaxy’s direct pecuniary interest in the shares of New Sprint Common Stock directly beneficially owned by Galaxy.
(3) Percentage of class is based on the outstanding New Sprint Common Stock as set forth in New Sprint’s Quarterly Report on Form 10-Q, filed with the Commission on August 5, 2013.


EXPLANATORY NOTE

This Amendment No. 4 (this “Schedule 13D”) is being jointly filed on behalf of SoftBank Corp., a Japanese kabushiki kaisha (“SoftBank”), Starburst I, Inc., a Delaware corporation and wholly owned subsidiary of SoftBank (“Starburst I”) and Galaxy Investment Holdings, Inc., a Delaware corporation and wholly owned subsidiary of SoftBank (“Galaxy”, and together with SoftBank and Starburst I, the “Reporting Persons”, and each a “Reporting Person”) with respect to Sprint Corporation, a Delaware corporation (referred to herein as “New Sprint” or the “Issuer”). This Schedule 13D amends the Schedule 13D filed by SoftBank, Starburst I, New Sprint and Starburst III, Inc., a Kansas corporation (“Merger Sub”) on October 25, 2012, as amended on April 22, 2013 and June 11, 2013, and as amended and restated on July 12, 2013 (as amended and restated, the “Original 13D”), which relates to the common stock of New Sprint, par value $0.01 per share (the “New Sprint Common Stock”).

In connection with the completion of the Merger, as defined in the Agreement and Plan of Merger, dated October 15, 2012, by and among Sprint Nextel Corporation (“Sprint Nextel”), SoftBank, Starburst I, New Sprint, and Merger Sub, as amended on November 29, 2012, April 12, 2013 and June 10, 2013 (as amended, the “Merger Agreement”, a copy of which is attached hereto as Exhibits 99.2 through 99.5 and incorporated into Items 2 through 6 of this Schedule 13D by reference), Merger Sub was merged into Sprint Nextel, New Sprint became the parent company of Sprint Nextel, with Sprint Nextel becoming its wholly owned subsidiary, and Sprint Nextel changed its name to “Sprint Communications, Inc.” In connection with the Merger and by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), New Sprint is the successor issuer to Sprint Nextel and has succeeded to the attributes of Sprint Nextel, including Sprint Nextel’s Securities and Exchange Commission (the “Commission”) file number (001-04721). The New Sprint Common Stock is deemed to be registered under Section 12(b) of the Exchange Act, and New Sprint is subject to the informational requirements of the Exchange Act, and the rules and regulations promulgated thereunder, and files reports and other information with the Commission using the Commission file number previously used by Sprint Nextel.

This Schedule 13D is being filed to reflect purchases of New Sprint Common Stock by Galaxy pursuant to a Rule 10b-18 Purchase Agreement (the “Purchase Agreement”) entered into by and between Galaxy and J.P. Morgan Securities LLC (“JPMS”) on August 1, 2013. Pursuant to the Purchase Agreement, Galaxy, through JPMS, intends to acquire approximately 2% of the outstanding shares of New Sprint Common Stock in compliance with Rule 10b-18 of the Securities Exchange Act (such purchases, the “Rule 10b-18 Purchases”). The Rule 10b-18 Purchases are intended to increase SoftBank’s beneficial ownership in New Sprint to approximately 80% of the outstanding shares of New Sprint Common Stock (not including the shares of New Sprint Common Stock underlying the Warrant, as defined below).

The Purchase Agreement is subject to immediate termination by either party upon verbal or written notice to the other party. The Purchase Agreement, a copy of which is attached hereto as Exhibit 99.8, is incorporated into this Schedule 13D by reference. Other than as set forth below, all Items in the Original 13D are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Original 13D.

Item 2. Identity and Background.

Item 2 of the Original 13D is hereby amended and restated in its entirety to read as follows:

“(a) and (f) This Schedule 13D is being jointly filed on behalf of SoftBank, Starburst I and Galaxy.

The New Sprint Common Stock reported on this Schedule 13D is owned directly by Starburst I and Galaxy, as described in Item 5 to this Schedule 13D. SoftBank is included as a Reporting Person solely because it is the sole owner of both Starburst I and Galaxy. Pursuant to (i) SoftBank’s ownership of Starburst I and Galaxy, (ii) the Merger Agreement, (iii) the issuance by New Sprint to Starburst I of the New Sprint Warrant, dated July 10, 2013 (the “Warrant”, a copy of which is attached hereto as Exhibit 99.6 and incorporated into Items 2 through 6 of this Schedule 13D by reference), (iv) the Rule 10b-18 Purchases by Galaxy and (v) Rule 13d-5(b)(1) under the Exchange Act, SoftBank, Starburst I and Galaxy may be deemed to be a “group” and such “group” may be deemed to have acquired beneficial ownership for purposes of Section 13(d) of the Exchange Act, of all of the New Sprint Common Stock beneficially owned by such “group.” Starburst I expressly disclaims beneficial ownership with respect to the shares of New Sprint Common Stock deemed to be beneficially owned by SoftBank and Galaxy, except to the extent of Starburst I’s direct pecuniary interest in the shares of New Sprint Common Stock directly beneficially owned by Starburst I. Galaxy expressly disclaims beneficial ownership with respect to the shares of New Sprint Common Stock deemed to be beneficially owned by SoftBank and Starburst I, except to the extent of Galaxy’s direct pecuniary interest in the shares of New Sprint Common Stock directly beneficially owned by Galaxy.


SoftBank Corp.
(a) Name of Person Filing    SoftBank Corp.
(b) Address of Principal Business Office    1-9-1, Higashi-Shimbashi Minato-ku, Tokyo 105-7303 Japan
(c) Principal Business    SoftBank is currently engaged in various businesses in the information industry, including mobile communications, broadband infrastructure, fixed-line telecommunications, and Internet culture.
(d) — (e) Criminal and Civil Proceedings    During the last five years, neither SoftBank nor, to SoftBank’s knowledge, any of the individuals referred to in Appendix A-1, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.
(f) Place of Organization    Japan
Starburst I, Inc.
(a) Name of Person Filing    Starburst I, Inc.
(b) Address of Principal Business Office    One Circle Star Way, San Carlos, California 94070
(c) Principal Business    Wholly owned subsidiary of SoftBank formed for purposes of holding SoftBank’s indirect interest in New Sprint.
(d) — (e) Criminal and Civil Proceedings    During the last five years, neither Starburst I nor, to Starburst I’s knowledge, any of the individuals referred to in Appendix A-2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.
(f) Place of Organization    Delaware
Galaxy Investment Holdings, Inc.
(a) Name of Person Filing    Galaxy Investment Holdings, Inc.
(b) Address of Principal Business Office    One Circle Star Way, San Carlos, California 94070
(c) Principal Business    Wholly owned subsidiary of SoftBank formed for purposes of holding SoftBank’s indirect interest in New Sprint.
(d) — (e) Criminal and Civil Proceedings    During the last five years, neither Galaxy nor, to Galaxy’s knowledge, any of the individuals referred to in Appendix A-3, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.
(f) Place of Organization    Delaware”


Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original 13D is hereby amended and restated in its entirety to read as follows:

“The Reporting Persons own (directly or by being deemed a beneficial owner) the New Sprint Common Stock pursuant to (i) a reclassification exempt under Rule 16b-7 under the Exchange Act, in which New Sprint Class B Common Stock, par value $0.01 per share (the “New Sprint Class B Common Stock”), held by Starburst I was reclassified into 3,076,525,523 shares of New Sprint Common Stock, (ii) the issuance by New Sprint to Starburst I of the Warrant, which is subject to anti-dilution adjustment, as described in the Warrant and (iii) the Rule 10b-18 Purchases made by Galaxy.

SoftBank financed the acquisition of New Sprint Class B Common Stock by Starburst I through a combination of borrowings under a bridge loan agreement dated December 18, 2012 with Mizuho Corporate Bank, Ltd. (now Mizuho Bank, Ltd.), Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Deutsche Bank AG, Tokyo Branch; proceeds from a global offering of senior U.S. dollar and euro notes on April 23, 2013; and proceeds from Japanese domestic offerings of yen-denominated unsecured corporate bonds on March 1, 2013, March 12, 2013 and June 20, 2013.

Pursuant to the Merger Agreement, no additional consideration was payable in connection with the issuance to Starburst I of the Warrant to purchase 54,579,924 shares of New Sprint Common Stock at a price of $5.25 per share. The Warrant is exercisable at any time until July 10, 2018.

Between August 1, 2013 and August 5, 3013, Galaxy purchased 28,808,212 shares of New Sprint Common Stock pursuant to the Purchase Agreement, for an aggregate purchase price of $187,599,575.52, exclusive of any fees, commissions or other expenses. Galaxy’s Rule 10b-18 Purchases were financed from SoftBank’s general working capital.”

Item 4. Purpose of Transaction.

Purpose of the Transaction

Item 4 of the Original 13D is hereby amended and restated in its entirety to read as follows:

Purpose of the Transaction

SoftBank may be deemed a beneficial owner of the New Sprint Common Stock in connection with the Merger and the subsequent reclassification described in Item 3 to this Schedule 13D, the issuance of the Warrant, and, through Galaxy, the shares of New Sprint Common Stock acquired through the Rule 10b-18 Purchases. The Merger is intended to make Sprint a stronger, more competitive company that will deliver significant benefits to U.S. consumers based on SoftBank’s expertise in the deployment of next-generation wireless networks and track record of success in taking share in mature markets from larger telecommunications competitors.

Starburst I directly owns the New Sprint Common Stock in connection with the Merger and the subsequent reclassification described in Item 3 to this Schedule 13D, and may be deemed to beneficially own the shares of New Sprint Common Stock issuable upon exercise of the Warrant.

On August 1, 2013, Galaxy commenced making Rule 10b-18 Purchases pursuant to the Purchase Agreement. As of August 5, 2013, Galaxy had directly acquired 28,808,212 shares of New Sprint Common Stock, or approximately 0.73% of the outstanding shares of New Sprint Common Stock.

Plans or Proposals

The Reporting Persons, as stockholders in New Sprint, intend to review their investment in New Sprint and have discussions with representatives of New Sprint and/or other stockholders of New Sprint from time to time and, as a result thereof, may at any time and from time to time determine to take any available course of action and may take any steps to implement any such course of action. Such review, discussions, actions or steps may involve one or more of the types of transactions specified in clauses (a) through (j) of Item 4 of this Schedule 13D, including purchase or sale of New Sprint Common Stock, business combination or other extraordinary corporate transactions, sales or purchases of material assets, changes in the board of directors or management of New Sprint, changes to New Sprint’s business or corporate structure, shared service agreements, collaborations, joint ventures and other business arrangements between or involving SoftBank and New Sprint. Any action or actions the Reporting Persons might undertake in respect of the New Sprint Common Stock will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price level and liquidity of the New Sprint Common Stock; general market and economic conditions; ongoing evaluation of New Sprint’s business, financial condition, operations, prospects and strategic alternatives; the relative attractiveness of alternative business and investment opportunities; tax considerations; and other factors and future developments. Notwithstanding anything to the contrary herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of such matters.”


Item 5. Interest in Securities of the Issuer.

Item 5(a), (b) and (c) of the Original 13D are hereby amended and restated in their entirety to read as follows:

“(a)-(b) As of August 5, 2013, each Reporting Person may be deemed to have beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) and shared power to vote or direct the vote of up to the number of shares of New Sprint Common Stock set forth in the table below and may be deemed to constitute a “group” under Section 13(d) of the Act as described in Item 2 of this Schedule 13D, which is incorporated herein by reference.

 

Reporting Person

   Shares of New
Sprint Common
Stock Such
Reporting
Person May Be
Deemed to
Beneficially
Own
     Percent of
Voting
Power of
New Sprint
Common
Stock(1)
 

SoftBank Corp.(2)

     3,159,913,659         79.36

Starburst I, Inc.(3)

     3,131,105,447         78.63

Galaxy Investment Holdings, Inc.(4)

     28,808,212         0.73

 

(1) The respective percentages of beneficial ownership are based on 3,927,408,000 shares of New Sprint Common Stock outstanding as set forth in New Sprint’s Quarterly Report on Form 10-Q, filed with the Commission on August 5, 2013 (and, as to SoftBank and Starburst I, including shares of New Sprint Common Stock issuable upon exercise of the Warrant).
(2) Consists of 3,076,525,523 shares of New Sprint Common Stock held by Starburst I, 54,579,924 shares of New Sprint Common Stock underlying the Warrant, which may be exercised in whole or in part, at any time until July 10, 2018, and 28,808,212 shares of New Sprint Common Stock held by Galaxy.
(3) Consists of 3,076,525,523 shares of New Sprint Common Stock and 54,579,924 shares of New Sprint Common Stock underlying the Warrant, which may be exercised in whole or in part, at any time until July 10, 2018. Starburst I expressly disclaims beneficial ownership with respect to the shares of New Sprint Common Stock deemed to be beneficially owned by SoftBank and Galaxy, except to the extent of Starburst I’s direct pecuniary interest in the shares of New Sprint Common Stock directly beneficially owned by Starburst I.
(4) Galaxy expressly disclaims beneficial ownership with respect to the shares of New Sprint Common Stock deemed to be beneficially owned by SoftBank and Starburst I, except to the extent of Galaxy’s direct pecuniary interest in the shares of New Sprint Common Stock directly beneficially owned by Galaxy.

(c) The information contained in Items 3 and 4 to this Schedule 13D is herein incorporated by reference. In connection with closing of the Merger, all Sprint Nextel common stock and options to acquire Sprint Nextel common stock held by directors and executive officers of Sprint Nextel (immediately prior to the consummation of the Merger) were exchanged for Merger Consideration (as defined in the Merger Agreement) or options to purchase New Sprint Common Stock pursuant to the terms of the Merger Agreement.

The weighted average price per share for the Rule 10b-18 Purchases made on August 1, 2013, exclusive of any fees, commissions or other expenses, was $6.28, and such shares were purchased in multiple transactions at prices ranging from $6.05 to $6.45, exclusive of any fees, commissions or other expenses. The weighted average price per share for the Rule 10b-18 Purchases made on August 2, 2013, exclusive of any fees, commissions or other expenses, was $6.62, and such shares were purchased in multiple transactions at prices ranging from $6.41 to $6.75, exclusive of any fees, commissions or other expenses. The weighted average price per share for the Rule 10b-18 Purchases made on August 5, 2013, exclusive of any fees, commissions or other expenses, was $6.76, and such shares were purchased in multiple transactions at prices ranging from $6.53 to $6.88, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide New Sprint, any stockholder of New Sprint, or the Staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Item 5(c) to this Schedule 13D.

Except as set forth above or incorporated herein, none of (i) the Reporting Persons and, (ii) to the Reporting Persons knowledge, the persons set forth on Appendix A-1, A-2 or A-3 of this Schedule 13D has effected any transaction in New Sprint Common Stock during the past 60 days.”

Item 7. Material to be Filed as Exhibits.

Item 7 of the Original 13D is hereby amended and supplemented as follows:

By replacing Exhibit 99.1 with the following:

 

“99.1    Joint Filing Agreement, dated as of August 5, 2013, by and between SoftBank Corp., Starburst I, Inc. and Galaxy Investment Holdings, Inc.”


By adding the following as Exhibits 99.8, 99.9, 99.10 and 99.11:

 

“99.8    10b-18 Purchase Agreement, dated as of August 1, 2013, by and between Galaxy Investment Holdings, Inc. and J.P. Morgan Securities LLC.
  99.9    Power of Attorney, dated as of August 5, 2013, executed by Masayoshi Son.
  99.10    Power of Attorney, dated as of August 5, 2013, executed by Ronald D. Fisher.
  99.11    Power of Attorney, dated as of August 5, 2013, executed by Katsumasa Niki.”


SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: August 5, 2013

 

SOFTBANK CORP.
By  

/s/ Masayoshi Son

Name:   Masayoshi Son
Title:   Chairman & CEO
STARBURST I, INC.
By  

/s/ Ronald D. Fisher

Name:   Ronald D. Fisher
Title:   President
GALAXY INVESTMENT HOLDINGS, INC.
By  

/s/ Katsumasa Niki

Name:   Katsumasa Niki
Title:   President


Appendix A-3

EXECUTIVE OFFICERS AND DIRECTORS

OF

GALAXY INVESTMENT HOLDINGS, INC.

Set forth below is a list of each executive officer and director of Galaxy Investment Holdings, Inc. setting forth the business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

 

Name and Business Address

 

Present Principal Occupation (principal business
of employer)

 

Name and Address of Corporation or Other
Organization (if different from address provided in
Column 1)

Katsumasa Niki* **

Galaxy Investment Holdings, Inc.

One Circle Star Way

San Carlos, California 94070

  Group Manager of the Finance Department of SoftBank Corp.  

SoftBank Corp.

1-9-1 Higashi-Shimbashi,

Minato-ku, Tokyo 105-7303

Japan

 

* Director
** President, Secretary and Treasurer


EXHIBIT INDEX

 

Exhibit

  

Description

99.1*    Joint Filing Agreement, dated as of August 5, 2013, by and between SoftBank Corp., Starburst I, Inc. and Galaxy Investment Holdings, Inc.
99.2    Agreement and Plan of Merger, dated as of October 15, 2012, by and among Sprint Nextel Corporation, SoftBank Corp., Starburst I, Inc., Sprint Corporation (then known as “Starburst II, Inc.”) and Starburst III, Inc. (included as part of Annex A beginning on page Annex A-1 to the Proxy Statement-Prospectus of Sprint Corporation filed May 1, 2013 and incorporated herein by reference) (File No. 333-186448).
99.3    First Amendment to Agreement and Plan of Merger, dated as of October 15, 2012, entered into as of November 29, 2012, by and among Sprint Nextel Corporation, SoftBank Corp., Starburst I, Inc., Sprint Corporation (then known as “Starburst II, Inc.”) and Starburst III, Inc. (included as part of Annex A beginning on page Annex A-132 to the Proxy Statement-Prospectus of Sprint Corporation filed May 1, 2013 and incorporated herein by reference) (File No. 333-186448).
99.4    Second Amendment to Agreement and Plan of Merger, dated as of October 15, 2012, entered into as of April 12, 2013, by and among Sprint Nextel Corporation, SoftBank Corp., Starburst I, Inc., Sprint Corporation (then known as “Starburst II, Inc.”) and Starburst III, Inc. (included as part of Annex A beginning on page Annex A-134 to the Proxy Statement-Prospectus of Sprint Corporation filed May 1, 2013 and incorporated herein by reference) (File No. 333-186448).
99.5    Third Amendment to Agreement and Plan of Merger, dated as of October 15, 2012, entered into as of June 10, 2013, by and among Sprint Nextel Corporation, SoftBank Corp., Starburst I, Inc., Sprint Corporation (then known as “Starburst II, Inc.”) and Starburst III, Inc. (incorporated herein by reference to Exhibit 2.1 of Sprint Corporation’s Current Report on Form 8-K filed June 11, 2013) (File No. 333-186448).
99.6    Warrant Agreement for Sprint Corporation Common Stock, dated as of July 10, 2013 (incorporated herein by reference to Exhibit 10.6 of Sprint Corporation’s Current Report on Form 8-K filed July 11, 2013) (File No. 001-04721).
99.7    Amended and Restated Certificate of Incorporation of Sprint Corporation (incorporated herein by reference to Exhibit 3.1 of Sprint Corporation’s Current Report on Form 8-K filed July 11, 2013) (File No. 001-04721).
99.8*    10b-18 Purchase Agreement, dated as of August 1, 2013, by and between Galaxy Investment Holdings, Inc. and J.P. Morgan Securities LLC.
99.9*    Power of Attorney, dated as of August 5, 2013, executed by Masayoshi Son.
99.10*    Power of Attorney, dated as of August 5, 2013, executed by Ronald D. Fisher.
99.11*    Power of Attorney, dated as of August 5, 2013, executed by Katsumasa Niki.

 

* Filed herewith.
EX-99.1 2 d579036dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT (this “Agreement”), dated as of August 5, 2013, by and among SoftBank Corp., a Japanese kabushiki kaisha (“SoftBank”), Starburst I, Inc., a Delaware corporation (“Starburst I”), and Galaxy Holdings, Inc., a Delaware corporation (“Galaxy”, and collectively with SoftBank and Starburst I, the “Reporting Persons”, and each a “Reporting Person”).

WHEREAS, pursuant to (i) SoftBank’s ownership of Starburst I and Galaxy, (ii) a reclassification exempt under Rule 16b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in which Starburst II, Inc. Class B Common Stock, par value $0.01 per share, held by Starburst I was reclassified into 3,076,525,523 shares of Sprint Corporation (formerly known as Starburst II, Inc. and referred to herein as “New Sprint”) common stock, par value $0.01 per share (the “New Sprint Common Stock”), (iii) the issuance by New Sprint to Starburst I of the New Sprint Warrant, dated July 10, 2013 (the “Warrant”), which is subject to anti-dilution adjustment, as described in the Warrant, (iv) purchases of New Sprint Common Stock made in compliance with Rule 10b-18 (“Rule 10b-18”) under the Exchange Act by Galaxy, and (v) Rule 13d-5(b)(1) under the Exchange Act, SoftBank, Starburst I and Galaxy may be deemed to be a “group” and such “group” may be deemed to have acquired beneficial ownership, for purposes of Section 13(d) of the Exchange Act, of all of the New Sprint Common Stock beneficially owned by such “group”; and

WHEREAS, each of the Reporting Persons desires by this Agreement to provide for the joint filing of a Statement on Schedule 13D or any amendments thereto (as amended from time to time, the “Joint Schedule 13D”) with respect to the Reporting Persons’ respective beneficial ownership of New Sprint Common Stock.

NOW, THEREFORE, the Reporting Persons hereby agree as follows:

1. Joint Filing. Pursuant to Rule 13d-1(k) of the Exchange Act, each of the Reporting Persons shall cooperate to jointly prepare and file the Joint Schedule 13D with respect to their respective beneficial ownership of shares of New Sprint Common Stock on behalf of the Reporting Persons and all necessary or appropriate amendments thereto. The Reporting Persons agree that this Agreement may be included as an exhibit to the Joint Schedule 13D and any amendments thereto, and any amendments to the Joint Schedule 13D may be filed without the necessity of filing additional joint filing agreements. For purposes of this Agreement, the terms “beneficial ownership” and “beneficial owner” shall have the meanings given to them pursuant to Rule 13d-3 of the Exchange Act.

2. Amendments. Each Reporting Person agrees that if (a) it or any of its Affiliates (as such term is defined in the Agreement and Plan of Merger, dated as of October 15, 2012, as amended, by and between Sprint Nextel Corporation, SoftBank, Starburst I, New Sprint and Starburst III, Inc.), takes any action that would require the Reporting Persons to amend the Joint Schedule 13D or (b) any information concerning such Reporting Person or any of its Affiliates set forth in the Joint Schedule 13D is or becomes inaccurate in any material respect, such Reporting Person shall notify the other Reporting Persons no later than one business day thereafter, and shall cause an appropriate amendment to the Joint Schedule 13D to be promptly prepared and distributed to the other Reporting Persons for review.

3. Reasonable Opportunity to Review. Each Reporting Person agrees to provide the other Reporting Persons a reasonable opportunity to review and comment on each proposed amendment to the Joint Schedule 13D.

4. Information; Responsibility.

(a) Each Reporting Person represents and warrants to the other Reporting Persons that the information concerning such Reporting Person and any of its Affiliates contained in the Joint Schedule 13D is, or any amendment thereto will be, true, correct and complete in all material respects and in accordance with all applicable laws.

(b) In accordance with Rule 13d-1(k) of the Exchange Act, each Reporting Person shall be responsible for the completeness and accuracy of the information concerning such Reporting Person contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other Reporting Person contained therein, unless such Reporting Person knows or has reason to believe that such information is inaccurate.

5. Indemnification. Each Reporting Person agrees to indemnify each other Reporting Person for any losses, claims, liabilities or expenses (including reasonable legal fees and expenses) resulting from, or arising in connection with, the breach by such Reporting Person of any representations, warranties or agreements in this Agreement.

6. Termination; Survival. Any Reporting Person may terminate its obligation to continue to jointly file future amendments to the Joint Schedule 13D by delivering written notice to each other Reporting Person at least two business days prior to the effective date of such termination in which case the provisions of this Agreement solely with respect to such Reporting Person shall terminate; provided, that (x) paragraphs 5, 6, 7, 8 and 9 hereof shall survive such termination and (y) such Reporting Person shall continue to be subject to its indemnification obligations under this Agreement for any breach by such Reporting Person hereunder existing at the time of such termination. In addition, following the termination by any Reporting Person pursuant to this Section 6 and thereafter for so long as such Reporting Person or any of its Affiliates may be deemed to beneficially own any of the New Sprint Common Stock held by any of the other Reporting Persons or any of their Affiliates, or for so long as any other Reporting Person or any of their Affiliates


may be deemed to beneficially own any of the New Sprint Common Stock held by such Reporting Person or any of its Affiliates, such Reporting Person shall promptly (and in any event within one business day after the filing) notify each other Reporting Person in writing of the filing of any Schedule 13D or amendment thereof with respect to its or any of its Affiliates’ beneficial ownership of New Sprint Common Stock.

7. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement will be governed in all respects by the laws of the State of Delaware. No suit, action or proceeding with respect to this Agreement may be brought in any court or before any similar authority other than in a court of competent jurisdiction in the State of Delaware, and the parties to this Agreement submit to the exclusive jurisdiction of those courts for the purpose of a suit, proceeding or judgment. Each party to this Agreement irrevocably waives any right it may have had to bring an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. Each of the parties to this Agreement irrevocably and unconditionally waives trial by jury in any legal action or proceeding (including any counterclaim) in relation to this Agreement.

8. Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. This Agreement may be executed by facsimile or electronically-sent signature(s).

9. Notices. All notices and other communications required or permitted under this Agreement will be in writing and shall be sent by facsimile (including a written confirmation of transmission), in the case of SoftBank and Starburst I to their facsimile numbers set forth in the Merger Agreement, and in the case of Galaxy to +1 617 928 9302. All notices given as provided under this Agreement shall be deemed to have been effectively given on the date the facsimile transmission is sent if sent during normal business hours of the recipient or, if not, on the next business day.

[Remainder of page intentionally left blank]


IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

 

SOFTBANK CORP.
By   

/s/ Masayoshi Son

  Name:   Masayoshi Son
  Title:   Chairman & CEO
STARBURST I, INC.
By  

/s/ Ronald D. Fisher

  Name:   Ronald D. Fisher
  Title:   President
GALAXY INVESTMENT HOLDINGS, INC.
By  

/s/ Katsumasa Niki

  Name:   Katsumasa Niki
  Title:   President
EX-99.8 3 d579036dex998.htm EX-99.8 EX-99.8

Exhibit 99.8

10b-18 PURCHASE AGREEMENT

(NON-EXCLUSIVE)

August 1, 2013

Galaxy Investment Holdings, Inc.

1209 Orange Street

Wilmington, DE 19801

This letter agreement (this “Letter Agreement”) confirms the terms and conditions under which J.P. Morgan Securities LLC (“JPMS”) will act as non-exclusive agent for Galaxy Investment Holdings, Inc. (the “Purchaser”) in connection with the Purchaser’s program (the “Program”) to purchase shares of common stock, par value $0.01 (the “Securities”), of Sprint Corporation (the “Issuer”).

 

1. Appointment of JPMS. The Purchaser hereby appoints JPMS as its non-exclusive agent to purchase Securities on behalf of the Purchaser in the open market. It is the Purchaser’s intention that such purchases benefit from the safe harbor provided by Rule 10b-18 (“Rule 10b-18”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Purchaser acknowledges that the Purchaser may be an “affiliated purchaser” of the Issuer, as such term is defined in Rule 10b-18. Accordingly, the Purchaser hereby agrees that, during the term of this Letter Agreement, it shall not take, nor permit any person or entity under its control to take, any action that could jeopardize the availability of Rule 10b-18 for purchases of Securities under the Program. JPMS agrees that it shall use good faith efforts to execute all purchases of Securities under this Letter Agreement in accordance with the timing, price and volume restrictions contained in subparagraphs (2), (3) and (4) of paragraph (b) of Rule 10b-18, taking into account the rules and practices of the principal exchange on which the Securities are traded (the “Principal Market”), it being understood that, except for any willful misconduct, bad faith or gross negligence on the part of JPMS, JPMS shall not be responsible for delays between the execution and reporting of a trade in the Securities, any reporting errors of the Principal Market or third party reporting systems or other circumstances beyond JPMS’s control. It is understood that the Purchaser may rotate its purchase program; provided, however that the Purchaser agrees to use only one broker-dealer to make purchases of Securities under the Program on any day in accordance with Rule 10b-18(b)(1).

 

2. Term. JPMS’s appointment as agent under the Program shall continue until terminated in accordance with the provisions of the following sentence. This Letter Agreement may be terminated by either party with verbal or written notice to the other party. Such written notice may be made by facsimile, as provided in Paragraph 12, or by electronic mail. Notwithstanding the termination of this Letter Agreement, the Purchaser shall be solely responsible for any purchases made by JPMS as the Purchaser’s agent prior to JPMS’s receipt of such verbal or written notice of termination. In addition, if JPMS receives any such notice, JPMS shall nevertheless be entitled to make, and the Purchaser shall be solely responsible for, a purchase hereunder pursuant to a bid made before such notice was received by JPMS, except to the extent such bid is cancelable by JPMS prior to its execution.

 

3. Suspension of Program. The Purchaser shall promptly notify JPMS of the existence of any circumstances that render it advisable to suspend the Program for any given period of time (including, without limitation, purchases by the Issuer or any other “affiliated purchasers” (as defined in Rule 10b-18) of the Issuer, distributions by the Issuer within the meaning of Regulation M under the Exchange Act or the possession by the Purchaser of material non-public information), and upon receipt of the Purchaser’s direction to suspend the Program, JPMS shall do so. Such suspension notice shall not include any other information about the nature of the circumstances giving rise to such suspension or its applicability to the Purchaser or otherwise communicate any material nonpublic information about the Issuer or the Securities to JPMS. The Purchaser shall be solely responsible for any purchases made by JPMS as the Purchaser’s agent prior to JPMS’s receipt of the Purchaser’s direction to suspend purchases. In addition, if JPMS receives any such notice, JPMS shall nevertheless be entitled to make, and the Purchaser shall be solely responsible for, a purchase hereunder pursuant to a bid made before such notice was received by JPMS, except to the extent such bid is cancelable by JPMS prior to its execution.


4. Purchases by Affiliates. The Purchaser will notify JPMS of the intention on the part of the Issuer, the Purchaser or any other affiliated purchaser of the Issuer to purchase Securities on any day, including any purchase of a “block” (as defined in Rule 10b-18) pursuant to the once-a-week block exception contained in Rule 10b-18(b)(4) under the Exchange Act, if such purchase is to be effected otherwise than through JPMS pursuant to this Letter Agreement. Such notice shall be given prior to 8:00 a.m., New York City time on such day, and upon receipt of such notification JPMS shall refrain from purchasing any Securities hereunder on such day. The Purchaser shall be solely responsible for any purchases made by JPMS as the Purchaser’s agent prior to JPMS’s receipt of any such notice. In addition, if JPMS receives any such notice, JPMS shall nevertheless be entitled to make, and the Purchaser shall be solely responsible for, a purchase hereunder pursuant to a bid made before such notice was received by JPMS, except to the extent such bid is cancelable by JPMS prior to its execution.

 

5. Purchasing Procedures.

(a) Unless otherwise agreed to, the Purchaser will provide JPMS with instructions on a daily basis in respect of the Program regarding the total number of Securities JPMS is authorized to purchase and target amounts of Securities to be acquired during the day succeeding such instruction and the maximum price or the range of prices to be paid therefore. Except as otherwise provided in this Letter Agreement, JPMS shall determine, in its sole discretion, the timing, amount, prices and manner of purchase of Securities on any day, so long as such purchases are consistent with the instruction provided by the Purchaser for such day. JPMS agrees that no person who exercises influence, directly or indirectly, on its behalf in effecting purchases of Securities pursuant to the Program may do so while aware of material, non-public information relating to the Securities or the Issuer.

(b) In the event that JPMS, in its discretion, determines that it is appropriate with regard to any legal, regulatory or self-regulatory requirements or related internal policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by JPMS) for JPMS to refrain from purchasing Securities or to purchase fewer than the number of Securities otherwise specified in the instructions provided by the Purchaser on any day, then JPMS may, in its sole discretion, elect that the number of Securities purchased shall be reduced for such day to an amount determined by JPMS in its discretion.

 

6. Monitoring Procedures. On any day on which JPMS purchases Securities hereunder, JPMS shall provide a daily email report confirming purchases of Securities to the Purchaser and to such other persons or agents of the Purchaser as the Purchaser shall designate. Such report shall include the specific price and number of shares purchased at each such specific price for the Purchaser and for affiliated purchasers.

 

7. Payment for and Delivery of Purchased Securities. Payment for Securities purchased, together with any applicable fees, shall be made by the Purchaser within one standard settlement cycle after the purchase. Purchased Securities will be held or delivered in accordance with instructions to be furnished by the Purchaser.

 

8. Compensation. For the services provided in this Letter Agreement, the Purchaser agrees to pay to JPMS a fee of $0.02 per share for the Securities purchased pursuant to the terms of this Letter Agreement.

 

9. Representations, Warranties and Agreements. The Purchaser represents and warrants to, and agrees with, to JPMS as follows:

(a) This Letter Agreement and the transactions contemplated herein have been duly authorized by the Purchaser and have been reviewed, to the extent required, pursuant to or under any and all applicable policies and procedures of the Issuer applicable to purchases of Securities by its “affiliated purchasers”; this Letter Agreement is the valid and binding agreement of the Purchaser, enforceable in accordance with its terms; performance of the transactions contemplated herein will not violate any law, rule, regulation, order, judgment or decree applicable to the Purchaser or conflict with or result in a breach of or constitute a

 

2


default under any agreement or instrument to which the Purchaser is a party or by which it or any of its property is bound or its certificate of incorporation or by-laws; and no governmental, administrative or official consent, approval or authorization is required for performance of the transactions contemplated herein.

(b) At any time during the term of this Letter Agreement that JPMS has been instructed to purchase Securities in connection with the Program, the Purchaser is not aware of any material nonpublic information regarding the Issuer or the Securities. In the event that the Purchaser affirmatively instructs JPMS not to purchase Securities on any day or for any period, the Purchaser agrees that it shall not communicate to JPMS the reason for such instruction.

(c) The Purchaser is not entering into this Letter Agreement to create actual or apparent trading activity in the Securities (or any security convertible into or exchangeable for the Securities) or to raise or depress the price of the Securities (or any security convertible into or exchangeable for the Securities) for the purpose of inducing others to buy or sell Securities, and will not engage in any other securities or derivative transaction to such ends.

(d) The Purchaser acknowledges that JPMS is a “financial institution” and “financial participant” within the meaning of Sections 101(22) and 101(22A), respectively, of Title 11 of the United States Code (the “Bankruptcy Code”). The parties hereto further agree and acknowledge that each transaction under this Letter Agreement is intended to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code and each payment or delivery of cash, Securities or other property or assets hereunder is a “settlement payment” within the meaning of Section 741(8) of the Bankruptcy Code, and the parties hereto are to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 555 and 561 of the Bankruptcy Code.

(e) Prior to 8:00 a.m., New York City time on each day on which JPMS is instructed to purchase Securities pursuant to this Letter Agreement, the Purchaser will provide to JPMS, in addition to the instructions described in Section 5(a), all information, other than publicly reported trading volumes, as it may be reasonably requested by JPMS that is necessary for JPMS to calculate the maximum number of Securities that may be purchased on such day in accordance with the volume condition set forth in Rule 10b-18 including without limitation any block purchases by or on behalf of the Purchaser, the Issuer or any other affiliated purchaser of the Purchaser, the Issuer, and JPMS shall be entitled to rely on such information so provided.

(f) Without limiting the generality of Section 3 of this Letter Agreement, the Purchaser shall notify JPMS in writing at least five business days prior to engaging in any transaction that would cause the Securities (or any securities convertible into, exchangeable for or linked in value to the Securities) to be subject to a “restricted period” under, and as defined in, Regulation M under the Exchange Act.

 

10. Disclosure of Acquisition Program. The Purchaser represents and warrants that it will publicly disclose the acquisition of the Securities, as required, in accordance with Section 13 and Section 16 of the Exchange Act.

 

11. Other Purchases by JPMS. Nothing herein shall preclude the purchase by JPMS of Securities for JPMS’s own account, or the solicitation or execution of purchase or sale orders of Securities for the account of JPMS’s clients.

 

12. Notices. Any written communication shall be sent to the address specified below and shall become effective upon receipt:

 

  (a) if to JPMS, to it at

J.P. Morgan Securities LLC

383 Madison Avenue, 5th Floor

New York, NY 10179

Attention: James F. Smith

Email: james.f.smith@jpmorgan.com

Telephone: (212) 622-2922 Fax: (917) 464-8885

 

3


or at such other address as may from time to time be designated by notice to the Purchaser in writing; and

 

  (b) if to the Purchaser, to it at

SoftBank Capital

38 Glen Avenue

Newtown Center, MA 02459

 

Attn:    Josh Lubov
Email:    josh_lubov@softbank.com
Telephone: (617) 558-6715 Fax: (617) 928-9302

or at such other address as may from time to time be designated by notice to JPMS in writing.

 

13. Governing Law. This Letter Agreement and any claim relating hereto shall be governed by and construed in accordance with the law of the State of New York. The parties hereto irrevocably submit to the non-exclusive jurisdiction of the Federal and state courts located in the Borough of Manhattan, in the City of New York in any suit or proceeding arising out of or relating to this Letter Agreement or the transactions contemplated hereby. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

 

14. This Letter Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document.

 

4


If the foregoing correctly sets forth our agreement, please sign the form of acceptance below.

 

J.P. MORGAN SECURITIES LLC
By:   /s/ James F. Smith
  Name:   James F. Smith
  Title:   Managing Director
Agreed to and accepted as of:
GALAXY INVESTMENT HOLDINGS, INC.
By:   /s/ Katsumasa Niki
  Name:   Katsumasa Niki
  Title:   President
EX-99.9 4 d579036dex999.htm EX-99.9 EX-99.9

Exhibit 99.9

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Kazuhiko Kasai, Yoshimitsu Goto, Masato Suzaki, Ronald D. Fisher and Joshua O. Lubov signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

  1. execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and a representative director of SoftBank Corp. (“SoftBank”), in SoftBank’s capacity as a stockholder of and in relation to SoftBank’s stockholdings in Sprint Corporation (the “Company”), Forms 3, 4, and 5 and Schedules 13D and 13G and any Amendments thereto, in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

  2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and Schedule 13D and 13G and any Amendments thereto and timely file such Form, Schedule or Amendment with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

  3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, SoftBank, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities in respect of SoftBank’s responsibility to comply with Sections 13 and 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until SoftBank is no longer required to file Forms 3, 4, or 5 or Schedule 13D and 13G and any Amendments thereto with respect to SoftBank’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes and revokes, as of the date hereof, all powers providing authority similar to the above-referenced authority granted in this Power of Attorney.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of August, 2013.

 

/s/ Masayoshi Son

Name:   Masayoshi Son
Its:   Chairman & CEO
EX-99.10 5 d579036dex9910.htm EX-99.10 EX-99.10

Exhibit 99.10

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Masayoshi Son, Kazuhiko Kasai, Yoshimitsu Goto, Masato Suzaki and Joshua O. Lubov signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

  1. execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and director of Starburst I, Inc. (“Starburst I”), in Starburst I’s capacity as a stockholder of and in relation to Starburst I’s stockholdings in Sprint Corporation (the “Company”), Forms 3, 4, and 5 and Schedules 13D and 13G and any Amendments thereto, in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

  2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and Schedule 13D and 13G and any Amendments thereto and timely file such Form, Schedule or Amendment with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

  3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, Starburst I, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities in respect of Starburst I’s responsibility to comply with Sections 13 and 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until Starburst I is no longer required to file Forms 3, 4, or 5 or Schedule 13D and 13G and any Amendments thereto with respect to Starburst I’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes and revokes, as of the date hereof, all powers providing authority similar to the above-referenced authority granted in this Power of Attorney.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of August, 2013.

 

/s/ Ronald D. Fisher

Name:   Ronald D. Fisher
Its:   President
EX-99.11 6 d579036dex9911.htm EX-99.11 EX-99.11

Exhibit 99.11

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Masayoshi Son, Kazuhiko Kasai, Yoshimitsu Goto, Masato Suzaki and Joshua O. Lubov signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

  1. execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and director of Galaxy Investment Holdings, Inc. (“Galaxy”), in Galaxy’s capacity as a stockholder of and in relation to Galaxy’s stockholdings in Sprint Corporation (the “Company”), Forms 3, 4, and 5 and Schedules 13D and 13G and any Amendments thereto, in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

  2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and Schedule 13D and 13G and any Amendments thereto and timely file such Form, Schedule or Amendment with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

  3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, Galaxy, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities in respect of Galaxy’s responsibility to comply with Sections 13 and 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until Galaxy is no longer required to file Forms 3, 4, or 5 or Schedule 13D and 13G and any Amendments thereto with respect to Galaxy’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes and revokes, as of the date hereof, all powers providing authority similar to the above-referenced authority granted in this Power of Attorney.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of August, 2013.

 

/s/ Katsumasa Niki

Name:   Katsumasa Niki
Its:   President