T-Mobile US, Sprint Amend Business Combination Agreement

T-Mobile US and Sprint Corporation have amended their business combination agreement (BCA) to merge the companies and form New T-Mobile. Deutsche Telekom AG and SoftBank Corp., the majority shareholders of both companies, have agreed to the revisions.

The original agreement stipulated that Sprint shareholders would receive one T-Mobile US share for every 9.75 Sprint shares. Under the amendment, SoftBank will surrender approximately 48.8 million shares it acquired in the merger to New T-Mobile at closing. This adjustment results in an effective exchange ratio of approximately 11.00 Sprint shares for each T-Mobile share immediately after the merger completes.

Following the share exchange and SoftBank's share surrender, Deutsche Telekom is expected to hold about 43 percent of New T-Mobile US shares, with SoftBank holding approximately 24 percent. Public shareholders will hold the remaining 33 percent. As part of the agreement, T-Mobile US has also agreed to re-issue the surrendered shares to SoftBank if New T-Mobile US achieves certain stock price milestones within a specified period.

The amendment also extends the long stop date for the BCA to July 1, 2020. The changes do not affect T-Mobile's previously stated outlook for New T-Mobile's synergies, long-term profitability, or cash generation. The merger is still subject to certain closing conditions.