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Sprint, Softbank Complete Merger Proceedings


Sprint Nextel and SoftBank have completed their merger. SoftBank invested approximately $21.6 billion in Sprint, consisting of approximately $16.6 billion to be distributed to Sprint stockholders and an aggregate $5 billion of new capital ($1.9 billion at closing). Sprint stockholders voted to approve the transaction at a special meeting of stockholders held on June 25, 2013.

Through this transaction, approximately 72 per cent of current Sprint shares are being acquired by SoftBank for $7.65 per share in cash, and the remaining shares are being converted into shares of a new publicly traded entity.

Dan Hesse has been appointed CEO of the merged entity (to be called ‘Sprint Corporation’) and will serve on the board of directors. Masayoshi Son, founder, chairman and CEO of SoftBank will serve as chairman of the board of directors. The company’s headquarters will remain in Overland Park, Kansas.

The Raine Group is serving as lead financial advisor to SoftBank. Mizuho Securities, Goldman Sachs, Deutsche Bank, JP Morgan and Credit Suisse also served as advisors. SoftBank’s legal advisors include Morrison & Foerster as lead counsel, Mori Hamada & Matsumoto as Japanese counsel, Dow Lohnes as regulatory counsel, Potter Anderson & Corroon as Delaware counsel, and Foulston & Siefkin as Kansas counsel.

Citigroup Global Markets, Rothschild, and UBS Investment Bank are co-lead financial advisors for Sprint. Sprint’s legal advisors include Skadden, Arps, Slate, Meagher & Flom as lead counsel, Lawler, Metzger, Keeney and Logan as regulatory counsel, and Polsinelli PC as Kansas counsel. The special committee of the Sprint Board of Directors is being advised by Bank of America Merrill Lynch, Shearman & Sterling, Bingham McCutchen and Spectrum Management Consulting.

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