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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12g-3

July 3, 2013

Response of the Office of Chief Counsel
Division of Corporation Finance


Starburst II, Inc. and Sprint Nextel Corporation
Incoming letter dated July 2, 2013

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

  • The Transaction will constitute a “succession” for purposes of Rule 12g-3(a) under the Exchange Act and New Sprint will be a “large accelerated filer” for purposes of Rule 12b-2 under the Exchange Act.
  • New Sprint may take into account Sprint’s and Clearwire’s reporting histories under the Exchange Act in determining its eligibility to use Form S-3. Sprint’s and Clearwire’s reporting histories under the Exchange Act may also be used in determining whether New Sprint: (1) “meets the requirements for use of Form S-3” within the meaning of Form S-4; and (2) “satisfies the registrant requirements for use of Form S-3” within the meaning of Form S-8.
  • The Division will not object if New Sprint, as successor to Sprint, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by Sprint’s currently effective registration statements on Form S-3 and Form S-8, provided that New Sprint adopts Sprint’s registration statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.
  • Sprint’s and Clearwire’s Exchange Act reporting histories may be taken into account when determining New Sprint’s compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
  • Average weekly reported trading volume in Sprint Common Stock during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of New Sprint Common Stock that may be sold pursuant to Rule 144(e).
  • New Sprint may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Securities Act Section 4(a)(3).

In arriving at our position, we note the following.

  • The Transaction will not alter the nature of the business conducted by Sprint, which New Sprint will continue to conduct after the Transaction closes.
  • The only difference in assets between Sprint (before the Transaction closes) and New Sprint will consist of SoftBank’s cash investments in Sprint and the minority interest in Clearwire that Sprint did not own before the Clearwire Acquisition.
  • The Form S-4, the Supplement and subsequent reports on Form 8-K include or will include or incorporate extensive disclosure regarding Sprint, New Sprint, Clearwire and the Transaction, including historical and pro forma financial statements.
  • Both Sprint and Clearwire meet the conditions set forth in General Instructions I.A.1., I.A.2., I.A.3., and I.A.5 of Form S-3, and New Sprint will meet these conditions after the Transaction closes.
  • Sprint has a “widespread following in the marketplace” that is expected to continue as to New Sprint after the Transaction closes.

Our positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.


Michael J. Reedich
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 07/03/2013