Sprint Corporation Announces Private Placement Offering of Wireless Spectrum‑Backed Notes

October 12, 2016

OVERLAND PARK, Kan. (BUSINESS WIRE), October 12, 2016 –
Sprint Corporation (NYSE:S) announced today that three wholly owned
special purpose subsidiaries (the “Issuers”) have commenced an offer of
up to $3.5 billion of wireless spectrum-backed notes in three series
with varying maturities (the “Notes”) in a private transaction that is
exempt from the registration requirements of the Securities Act of 1933
(the “Securities Act”).

The Issuers’ directly owned subsidiaries will acquire a portfolio of FCC
licenses and a small number of third-party leased license agreements
(the “Spectrum Portfolio”) from subsidiaries of Sprint, which comprise a
portion of Sprint’s 2.5GHz and 1.9GHz spectrum holdings, representing
approximately 14 percent of Sprint’s total spectrum holdings on a
MHz-pops basis.

The Spectrum Portfolio is currently utilized by approximately 77 percent
of all of Sprint’s 2.5GHz enabled sites and approximately 33 percent of
Sprint’s 1.9GHz enabled sites. The Spectrum Portfolio will be leased
back to Sprint Communications Inc. pursuant to a long-term lease
agreement, the rental payments for which are sufficient to service the
Notes. Based on an independent third-party valuation, the central value
of the Spectrum Portfolio as of June 30, 2017, based on the various
assumptions and limitations set forth in the valuation report, is
approximately $16.4 billion.

The Notes are being issued pursuant to a $7 billion program established
for this structure, consisting of the initial issuance and potentially
future issuances, subject to certain conditions. The Notes are expected
to be rated investment grade by both Moody’s and Fitch.

The consummation of the Notes offering is subject to market and other
conditions and is anticipated to close in early November 2016. There can
be no assurance the Notes offering will be successfully completed on the
terms described herein or at all.

The Notes have not been registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or sold
in the United States absent registration or an applicable exemption
therefrom. The Notes will be offered only to Qualified Institutional
Buyers as defined in Rule 144A under the Securities Act that are also
Qualified Purchasers as defined under the Investment Company Act of 1940
and to persons outside the United States that are not U.S. Persons as
defined in Regulation S under the Securities Act and are also Qualified
Purchasers.

This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes and shall not constitute an
offer, solicitation or sale of any Notes in any jurisdiction in which
such offer, solicitation or sale would be unlawful.

About Sprint
Sprint is a communications services company
that creates more and better ways to connect its customers to the things
they care about most. Sprint served more than 59.4 million connections
as of June 30, 2016, and is widely recognized for developing,
engineering and deploying innovative technologies, including the first
wireless 4G service from a national carrier in the United States;
leading no-contract brands including Virgin Mobile USA, Boost Mobile,
and Assurance Wireless; instant national and international push-to-talk
capabilities; and a global Tier 1 Internet backbone. Sprint has been
named to the Dow Jones Sustainability Index (DJSI) North America for the
past five years.

Cautionary Note Regarding Forward-Looking Statements
This
news release includes “forward-looking statements” within the meaning of
the securities laws. The statements in this news release regarding
Sprint Corporation’s current expectations and beliefs as well as other
statements that are not historical facts are forward-looking statements.
Forward-looking statements are estimates and projections reflecting
management’s judgment based on currently available information and
involve a number of risks and uncertainties that could cause actual
results to differ materially from those suggested by the forward-looking
statements. All information set forth in this release is as of Oct. 12,
2016. Sprint Corporation does not intend, and undertakes no duty, to
update this information to reflect future events or circumstances.
Information about certain potential factors that could affect our
business and financial results and cause actual results to differ
materially from those expressed or implied in any forward-looking
statements are included from time to time in our filings with the
Securities and Exchange Commission, including Part 1, Item 1A “Risk
Factors” in our Annual Report on Form 10-K for the year ended March 31,
2016, and our Quarterly Report on Form 10-Q for the quarter ended June
30, 2016.

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