-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cgw0mF3U/P0rgnWtxjqgATYJ5W2OQp8COy1Yydx9AwWwVxa5t8TNBfH2wSoiRGR5 InxunjpG3ucLy8ZxFDOyrA== 0000101830-10-000004.txt : 20100329 0000101830-10-000004.hdr.sgml : 20100329 20100329135859 ACCESSION NUMBER: 0000101830-10-000004 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20100329 DATE AS OF CHANGE: 20100329 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT NEXTEL CORP CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 480457967 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-41991 FILM NUMBER: 10710163 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 CORP DATE OF NAME CHANGE: 19921222 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: UNITED UTILITIES INC DATE OF NAME CHANGE: 19731011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT NEXTEL CORP CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 480457967 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C 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 CORP DATE OF NAME CHANGE: 19921222 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: UNITED UTILITIES INC DATE OF NAME CHANGE: 19731011 SC TO-C 1 to20100329.txt OPTIONS TO PURCHASE COMMON STOCK SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- SCHEDULE TO (Rule 14d-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ------------------- SPRINT NEXTEL CORPORATION (Name of Subject Company (Issuer)) Options to Purchase Common Stock, par value $0.01 per share (Title of Class of Securities Underlying Common Stock) 852061100 (CUSIP Number of Class of Securities) ----------------------------- Charles R. Wunsch, Esq. General Counsel and Corporate Secretary Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 Telephone: (913) 794-1496 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) -------------------------------------- - ------------------------------------------------------------------------------- CALCULATION OF FILING FEE Transaction Valuation Amount of Filing Fee(1) --------------------- ----------------------- N/A N/A - ------------------------- (1) Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing because it relates solely to preliminary communications made before the commencement of a tender offer. |_| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Form or Registration No.: N/A Filing Party: N/A Date Filed: N/A |X| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |_| third-party tender offer subject to Rule 14d-1. |X| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| Attached are (1) the Definitive Proxy Statement for the Annual Meeting of Shareholders of Sprint Nextel Corporation ("Sprint") to be held on May 11, 2010 (the "Proxy Statement"), which contains a proposal submitted to Sprint's shareholders to approve an amendment to one of its existing equity incentive plans to allow for a one-time, value-for-value stock option exchange program for employees other than Sprint's named executive officers and directors (the "Option Exchange Program"); (2) a written communication made available to all Sprint employees on March 29, 2010 regarding the proposed Option Exchange Program with links to the written communications referred to in (1) and (4) herein; (3) an e-mail from Sandy Price, Senior Vice President - Human Resources, to potentially eligible employees regarding the proposed Option Exchange Program with a link to the written communication referred to in (2) above; (4) Proposed Stock Option Exchange Program FAQs made available to Sprint employees on March 29, 2010; and (5) an e-mail from Sandy Price, Senior Vice President - Human Resources, to Sprint people managers, human resources managers, the investor relations team and the corporate communications team regarding the proposed Option Exchange Program with links to the written communications referred to in (1), (2) and (4) herein. Neither the Proxy Statement nor the other exhibits to this Schedule TO constitutes an offer to holders of Sprint's outstanding stock options to exchange those options. The proposed Option Exchange Program will only be commenced, if at all, if Sprint's shareholders approve the proposal to approve an amendment of an existing equity incentive plan to allow for the proposed Option Exchange Program. The Option Exchange Program has not yet commenced. Sprint will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, or the SEC, upon the commencement of the Option Exchange Program. Persons who are eligible to participate in the Option Exchange Program should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available because they will contain important information about the Option Exchange Program. Sprint shareholders and option holders will be able to obtain the written materials described above and other documents filed by Sprint with the SEC free of charge from the SEC's website at www.sec.gov. In addition, shareholders and option holders may obtain free copies of the documents filed by Sprint with the SEC by directing a written request to: Sprint Nextel Corporation, 6200 Sprint Parkway, Overland Park, KS 66215, Attention: Investor Relations. 2 Item 12. Exhibits. Exhibit Number Description 99.1 Definitive Proxy Statement for the 2010 Annual Meeting of Shareholders of Sprint Nextel Corporation (filed with the SEC on March 29, 2010 and incorporated herein by reference). 99.2 Communication available to all employees regarding the proposed Option Exchange Program, dated March 29, 2010. 99.3 E-mail from Sandy Price, Senior Vice President - Human Resources, to potentially eligible employees regarding the proposed Option Exchange Program, dated March 29, 2010. 99.4 Stock Option Exchange Program FAQs, dated March 29, 2010. 99.5 E-mail from Sandy Price, Senior Vice President - Human Resources, to Sprint people managers, human resources managers, the investor relations team and the corporate communications team regarding the proposed Option Exchange Program, dated March 29, 2010. 3 EX-99 2 to20100329992.txt COMMUNICATIONS TO ALL EMPLOYEES Exhibit 99.2 Stock Option Exchange Program - i-Connect story to all employees Communications channel: i-Connect Audience: All employees Distribution date: Monday, March 29, 2010 Headline: Proposed Stock Option Exchange Program As part of our compensation philosophy, we have granted stock options from time to time to motivate employees to think and act like shareholders by allowing them to benefit from increases in the value of our stock. The decline over the past several years in our stock price, however, has negatively affected the retention and motivation value of many employees' stock options. You've probably heard the term "underwater" to describe options that cannot be exercised. Because some options were granted when our stock price was higher, those options have an exercise price that is substantially higher than our current stock price, making them "underwater" options. To create an opportunity to restore value to these "underwater" options, the Sprint Board of Directors has recommended a proposal asking our shareholders to approve a one-time, value-for-value stock option exchange program at the Annual Shareholders' Meeting on May 11. This program would allow eligible employees to surrender certain outstanding underwater stock options in exchange for a lesser number of new stock options with a lower exercise price. We expect about 25 percent of Sprint employees to be eligible for this program if it is implemented. Details of the proposed program can be found in our proxy statement filed today with the Securities and Exchange Commission ("SEC"). The proxy statement may answer some of your questions about the how the program would work. You may also find answers to your questions in the Frequently Asked Questions (FAQs) document. (link). Specific details about which employees and which stock options would be eligible for the exchange are not yet available. Those details are dependent upon shareholder approval, board and management discretion and other factors, including the stock price at the time the program would begin. If and when the exchange program begins, eligible employees will receive detailed information and have at least 20 business days to make a decision about whether to participate. Therefore, no employee action is required at this time. It is important to note that option exchanges are governed by SEC and New York Stock Exchange regulations, so executives, managers and human resources staff cannot respond to your individual questions regarding this program and cannot advise you as to whether you should participate if the program is approved. The two documents linked above and to the right are currently the only sources of information regarding the proposed program available at this time, and employees are encouraged to read them. Additional information will be published following the shareholders' meeting on May 11. The option exchange described in this article has not yet commenced. Sprint will file a Tender Offer Statement on Schedule TO with the SEC upon any commencement of an option exchange. Persons who are eligible to participate in the option exchange should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available, because they will contain important information about the option exchange program. Sprint shareholders and option holders will be able to obtain the written materials described above and other documents filed by Sprint with the SEC free of charge from the SEC's Web site at www.sec.gov. In addition, shareholders and option holders may obtain free copies of the documents filed by Sprint with the SEC by directing a written request to: Sprint Nextel Corporation, 6200 Sprint Parkway, Overland Park, KS 66251, Attention: Investor Relations. Related links: (will appear on right-hand side of i-Connect screen) Proxy Statement - www.sec.gov FAQs EX-99 3 to20100329993.txt E-MAIL TO ELIGIBLE EMPLOYEES Exhibit 99.3 Stock Option Exchange Program - Targeted email from Sandy to employees potentially eligible for the Option Exchange Program (based on 3/12/10 stock price) Communications channel: Email Audience: Potentially Eligible Employees Distribution date: Monday, March 29, 2010 Subject: Proposed Stock Option Exchange Program Many of us have received stock options in the past as a way to motivate and reward us for running our business as if it were our own. Stock options can be a valuable component of a company's compensation portfolio. But as with any securities transation, there is some risk involved. The decline in our stock price over the past few years has resulted in stock options that have become significantly "underwater," meaning the options were granted at a strike price greater than the current trading price of Sprint common stock, undermining our ability to exercise those underwater options. We are pleased to announce a proposal in our proxy statement filed today to address this issue. If approved by shareholders at the Annual Meeting on May 11, we will have the ability to offer a value-for-value stock option exchange program, as more fully explained in today's i-Connect story [link]. Depending on the stock price at the time of the offer, you may be eligible to participate if the program is offered. I encourage you to read the story and the linked materials to familiarize yourself with this positive news. Regards, Sandy Price, Senior Vice President - Human Resources The option exchange described in this e-mail has not yet commenced. Sprint will file a Tender Offer Statement on Schedule TO with the SEC upon any commencement of an option exchange. Persons who are eligible to participate in the option exchange should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available because they will contain important information about the option exchange program. Sprint shareholders and option holders will be able to obtain the written materials described above and other documents filed by Sprint with the SEC free of charge from the SEC's Web site at www.sec.gov. In addition, shareholders and option holders may obtain free copies of the documents filed by Sprint with the SEC by directing a written request to: Sprint Nextel Corporation, 6200 Sprint Parkway, Overland Park, KS 66251, Attention: Investor Relations. EX-99 4 to20100329994.txt STOCK OPTION EXCHANGE PROGRAM FAQ Exhibit 99.4 Stock Option Exchange Program FAQs General Information The following Frequently Asked Questions, or FAQs, were prepared to address common questions that you may have about the proposed stock option exchange program, or the Option Exchange Program. Shareholder approval to amend an equity plan to permit the Option Exchange Program will be solicited at our Annual Shareholders' Meeting on May 11, 2010. The information in these FAQs are based on the information contained in our proxy statement filed with the Securities and Exchange Commission, or the SEC, on March 29, 2010. Even if shareholders approve the amendment to our equity plan to permit the Option Exchange Program, we may still later determine not to implement the program. The information in this FAQ is provided as of March 29, 2010 and does not contain complete details about the Option Exchange Program. Additional information about the proposed Option Exchange Program is available in our proxy statement. To view the proxy statement, please visit www.sprint.com/investors/sec or the SEC Website. Due to SEC regulations, Sprint executives, managers and human resources staff cannot respond to your individual questions regarding the Option Exchange Program, and, if the program is implemented, they cannot advise you as to whether or not you should participate in the Option Exchange Program. In addition, unless expressly authorized, no employee may act on behalf of Sprint in any communication regarding the Option Exchange Program with other employees or outsiders, including in social media. You should refer to the proxy statement or this FAQ for information at this time. Frequently Asked Questions 1. What is a stock option? A stock option is a right to buy a specified number of shares of company stock at a set price (also known as the grant or exercise price) for a specified period of time. This purchase price is fixed when the stock option is granted, so as the market price of a company's stock increases, the option increases in value. Stock options have historically constituted a component of our compensation programs, encouraging employees to act like owners of the business, motivating them to work toward our success and rewarding their contributions by allowing them to benefit from increases in the value of our stock. 2. What is the Option Exchange Program? Due to the significant decline of our stock price over the last few years, many employees now hold stock options with exercise prices significantly higher than the current market price of our stock (such stock options are also known as "underwater" stock options). The Option Exchange Program would be a voluntary, one-time opportunity for eligible employees to surrender certain outstanding underwater stock options in exchange for a lesser number of new stock options with a lower exercise price. The number of new stock options granted would be determined using exchange ratios designed to result in the new stock options having a fair value approximately equal to the stock options that are surrendered. 3. Who would be eligible to participate in the Option Exchange Program? We anticipate that the Option Exchange Program would be open to all U.S. employees holding eligible stock options who remain employed at Sprint through the grant date of the new options. In addition, although we intend to include eligible employees outside of the U.S., we may exclude certain employees if for any reason we determine that it would be illegal, inadvisable or impractical to include them. The Option Exchange Program would not be open to Board members or our most senior leadership team listed as the "named executive officers" in our 2010 proxy statement. 4. What options would be eligible for exchange under the Option Exchange Program? To be eligible for exchange, a stock option, whether vested or not yet vested, must have an exercise price of at least greater than both the 52-week high trading price of our common stock and 150 percent of the current price of our shares - all measured at the time the Option Exchange Program began. However, a stock option that was granted less than 12 months before the date the Option Exchange Program began or that was scheduled to expire before the Option Exchange Program would close would not be eligible for exchange. Using the above criteria, we anticipate that most of the outstanding stock option grants awarded in 2001 through mid-year 2008 could potentially be eligible for the Option Exchange Program. As an example, to determine the lowest stock price that could be eligible for the program, if approved and implemented, assume: o the Option Exchange Program began on July 1, 2010; o the applicable 52-week high trading price was $5.78; and o our stock price was $4.00 on July 1, 2010. Under these assumptions, stock options that could be eligible for the Option Exchange Program would be those with an exercise price above $6.00 (the higher of 150 percent of $4 and the $5.78, 52-week high) per share that were granted at least 12 months prior (before July 1, 2009) and were not due to expire before the end of the Option Exchange Program. 5. When would the Option Exchange Program take place? If at the May 11 meeting shareholders approve the amendment to the Sprint equity plan to permit the Option Exchange Program, it would begin, subject to management and Board determination, within 12 months. From the time the Option Exchange Program would begin, eligible employees would be given at least 20 business days to make an election to exchange their eligible stock options. We retain the authority, in our sole discretion, to determine not to implement the Option Exchange Program even if shareholder approval is obtained. 6. If I elected to participate, when would I receive my new stock option grant? New stock option grants would be made as of the first business day after the close of the Option Exchange Program. The new stock options would appear in your UBS account as soon as administratively feasible. Page 2 of 6 7. If I participated in the Option Exchange Program, how many stock options would I receive in a new stock option grant? The number of new options you would receive would be determined by an "exchange ratio" that is based on a specified methodology and assumptions. The exchange ratios would be designed to result in a fair value of the new stock option grant that is approximately equal to the fair value of the options that are exchanged. We would use an industry-standard stock option valuation model to determine the actual exchange ratios. The actual exchange ratios would be set by the Compensation Committee shortly before the beginning of the Option Exchange Program and published as part of the program communications. 8. Can you provide me with an example of how the exchange ratios would work? Although the exchange ratios cannot be determined at this time, below is a hypothetical example. If, at the time the exchange ratios are set, the fair market value of our stock was $4.00 per share, based on a standard option valuation method model of determining the exchange ratio, the following exchange ratios would apply: If the Exercise Price of an The Exchange Ratio Would be Eligible Option is: (Eligible Option to Replacement Option): ---------------------------------------- $ $6.00 to $13.17 2:1 $ $13.18 and above 4.5:1 This means that for a stock option with an exercise price in the first "tier," you would receive an option to buy one share of stock for every two you surrendered and for a stock option with an exercise price in the second tier, you would receive an option to buy one share of stock for every 4 1/2 you surrendered. For the second tier, because you would not be permitted to surrender half of an option, the number of shares you would be able to buy under a replacement option would be rounded down to the nearest whole number. The following illustrates how the exchange ratios would apply in the hypothetical exchange of eligible stock options:
Exercise Exchange Eligible Stock Option Grant Price Ratio New Stock Option Grant - ---------------------------- ---------------- -------------- ---------------------- 1,000 $6.52 2:1 500 1,000 $44.00 4.5:1 222* *rounded down from 222.222.
Page 3 of 6 9. Why isn't the exchange ratio 1-to-1 for all eligible stock options; why are there two tiers? Underwater stock options have less value than the new stock options that would be granted in the Option Exchange Program; therefore, more underwater stock options would be required to be surrendered for one new stock option. Options with much higher exercise prices have less value and therefore have a greater ratio, because of the higher value that one new option has in comparison to the existing options. 10. What would my new exercise price be? The new stock options would be granted with an exercise price equal to the closing price of our stock on the new stock option grant date (the next business day after the close of the Option Exchange Program) as reported by the New York Stock Exchange ("NYSE"). 11. My eligible stock options are already vested. Would my new stock options also be fully vested? No. Should you elect to participate in the Option Exchange Program, your previously granted stock options would be replaced with a new stock option grant that is subject to the new two-year vesting schedule. All new stock options granted in the Option Exchange Program would be subject to a two-year vesting schedule, in two equal annual installments, beginning 12 months after the new stock option grant date. As an example, assuming that the Option Exchange Program closes on or around July 30, 2010, with an Aug. 2, 2010 grant date, 50 percent of your newly issued stock options would vest on Aug. 2, 2011 and 50 percent would vest on Aug. 2, 2012. 13. Do I have to participate in the Option Exchange Program? Participation in the Option Exchange Program would be completely voluntary. If you chose not to participate, you would keep all of your currently outstanding stock options, including stock options eligible for the Option Exchange Program, and you would not receive a new stock option grant. No changes would be made to the terms of your current stock options if you declined to participate. 14. If I chose to participate in the Option Exchange Program, would I have to exchange all of my eligible stock option grants? No. Under the Option Exchange Program, you would be able to exchange stock options on a grant-by-grant basis. This means that you may choose to exchange some eligible grants, and choose not to exchange others. But, you would not be permitted to exchange only part of an individual grant. You can exchange all options or no options associated with each grant. 15. Could I exchange shares of Sprint common stock that I acquired upon exercise of my Sprint stock options? No. This offer would apply to outstanding stock options that are eligible under the Option Exchange Program. You would not be able to exchange shares of our stock that you own outright. Page 4 of 6 16. Would I be required to give up all of my rights under the surrendered stock options? Yes. On the closing date of the Option Exchange Program, the stock options you surrender in exchange for new stock options would be cancelled and you would no longer have any rights under those surrendered stock options. 17. Would the terms and conditions of the new stock option grant be the same as the surrendered stock options? No. The new stock option grants would be subject to the terms and conditions of the Sprint Nextel Corporation 2007 Omnibus Incentive Plan. The new stock option grants would have a different exercise price and the maximum term would be seven years, instead of the typical 10-year term of the currently outstanding stock options. 18. What if I elected to participate and left Sprint before the Option Exchange Program ended? If you elected to participate in the Option Exchange Program and your employment ended before the Option Exchange Program ended, you would not be issued new stock options; instead you would retain any rights you might have under your existing outstanding vested options. 19. What if I elected to participate and left Sprint after the new stock options were granted? If you elected to participate in the Option Exchange Program and your employment ended after you received a new stock option grant, the terms and conditions of the new stock option grant would apply. Those terms generally would provide that if you leave before the options vest, you would forfeit them. 20. Would I owe taxes if I participated in the program? The exchange of eligible stock options should be treated as a non-taxable exchange and you should recognize no income for U.S. federal income tax purposes upon the grant of the new stock options. 21. Why has Sprint decided on these particular terms for the Option Exchange Program? As a publicly-traded company, we are subject to very specific regulatory guidelines of the SEC, NYSE and acceptable market practices as determined by stockholder governance groups on how to structure and execute an option exchange. The elements of our proposed Option Exchange Program -- including who would be eligible to participate and the criteria for determining what options would be eligible -- are all considered best practices in implementing an exchange program that stockholders can support. We have taken in to account these guidelines and what we believe makes the most sense for employees, the company and our shareholders in setting the terms of the proposed Option Exchange Program. Page 5 of 6 22. Does this mean Sprint is no longer bullish about our future and the performance of our stock? This proposed Option Exchange Program, however, recognizes that some option grants are underwater due to the decline in our stock price. As a result, these option grants have not delivered the value to employees we intended to provide at the time they were granted. The Option Exchange Program would give our employees the opportunity to decide whether it makes sense to trade certain options and realign portions of their equity compensation with current market conditions. 23. Where can I get more information about the Option Exchange Program? a. You can read our proxy statement that was filed with the SEC on March 29, 2010. A copy of the proxy can be accessed at www.sprint.com/investors/sec or www.sec.gov. b. You can read the Tender Offer Statement on Schedule TO, when filed, including the offer to exchange and other related materials, when those materials become available. Copies of such documents can be accessed, when available, at www.sprint.com/investors/sec or www.sec.gov. This additional, more detailed information would be sent to eligible employees at the time the Option Exchange Program begins. If you have an additional question after reading all of our filed and published documents, please submit it to Equity Administration at StockOptions@Sprint.com for more assistance. We will not respond to questions individually; however, each question will be reviewed and, if appropriate, included in an update to this document that will be posted on i-Connect on a periodic basis. 24. What should I do? Right now, there's nothing you need to do. The next step is shareholder approval of the proposed Option Exchange Program at our Annual Shareholders' Meeting on May 11. Assuming shareholders approve the amendment necessary to permit the Option Exchange Program, we have up to a year (May 2011) to set a date and begin the Option Exchange Program. Once a date is set to begin the Option Exchange Program, eligible employees will receive detailed information, providing them with everything they need to know to make a decision that's best for them. We retain the authority, in our sole discretion, to determine not to implement the Option Exchange Program even if shareholder approval is obtained. The Option Exchange Program described in this FAQ has not yet commenced. Sprint will file a Tender Offer Statement on Schedule TO with the SEC upon any commencement of an option exchange. Persons who are eligible to participate in the Option Exchange Program should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available, because they will contain important information about the Option Exchange Program. Sprint shareholders and option holders will be able to obtain the written materials described above and other documents filed by Sprint with the SEC free of charge from the SEC's Web site at www.sec.gov. In addition, shareholders and option holders may obtain free copies of the documents filed by Sprint with the SEC by directing a written request to: Sprint Nextel Corporation, 6200 Sprint Parkway, Overland Park, KS 66251, Attention: Investor Relations. Page 6 of 6 EX-99 5 to20100329995.txt E-MAIL RE: OPTION EXCHANGE PROGRAM Exhibit 99.5 Stock Option Exchange Program - Email to HR, IR, Corp Comm, Managers of people Communications channel: Email Audience: HR, IR, Corp Comm, Managers of people Distribution date: Monday, March 29, 2010 Subject line: Communications Guidelines for Proposed Stock Option Exchange Program To: All people managers, Human Resources, Investor Relations and Corporate Communications From: Sandy Price Today we announced that at our Annual Shareholders' Meeting on May 11, we will ask our shareholders to approve a one-time, value-for-value stock option exchange program. This proposal was described in a proxy statement filed today with the Securities and Exchange Commission (SEC), to all employees via an i-Connect story (link) and in an e-mail (link) to the employees who may be eligible for this exchange. Both the story and e-mail contain links to both the proxy statement and a set of FAQs about the proposed program. You will likely be asked questions about the proposal by employees or external contacts. Please be advised that option exchanges are governed by SEC rules and regulations, which severely limit communications by or on behalf of Sprint. Therefore, I am asking for your strict adherence to the requirements below in order to avoid running afoul of the SEC rules: o Answer questions only by referring people to our proxy statement at www.sec.gov, the FAQ [link] or the story on i-Connect [link]. If the exchange program is commenced, the tender offer documents filed with the SEC will provide more information for affected employees. o In particular: o Do not guarantee that the exchange program will start by any given date, or at all; o If the exchange program is commenced, do not give any advice about whether someone should participate in any exchange program; and o Do not answer a question via any recorded or electronic message, including e-mail, voicemail and social media. o If someone asks a question that is not covered by the materials we have provided, please first suggest the individual wait until further information is published; alternatively, refer the question to Equity Administration at StockOptions@Sprint.com. If you leave a voicemail, send an e-mail or give out information other than what is in the officially published materials, Sprint will have to take a series of complicated and expensive corrective steps. If you do violate, or believe you may have violated, one of the above requirements, please immediately contact Stefan K. Schnopp in Legal. Thank you in advance for your strict adherence to these requirements. Regards, Sandy Price The option exchange described in this e-mail has not yet commenced. Sprint will file a Tender Offer Statement on Schedule TO with the SEC upon any commencement of an option exchange. Persons who are eligible to participate in the option exchange should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available, because they will contain important information about the option exchange program. Sprint shareholders and option holders will be able to obtain the written materials described above and other documents filed by Sprint with the SEC free of charge from the SEC's Web site at www.sec.gov. In addition, shareholders and option holders may obtain free copies of the documents filed by Sprint with the SEC by directing a written request to: Sprint Nextel Corporation, 6200 Sprint Parkway, Overland Park, KS 66251, Attention: Investor Relations. -----END PRIVACY-ENHANCED MESSAGE-----