UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 18, 2009
SPRINT NEXTEL CORPORATION
(Exact name of registrant as specified in its charter)
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1-04721
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48-0457967 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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6200 Sprint Parkway
Overland Park, Kansas
(Address of principal executive offices)
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66251
(Zip Code) |
Registrant’s telephone number, including area code: (800) 529-0965
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
þ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 8.01. Other Events.
Proposed Acquisition of iPCS, Inc.
On October 18, 2009, Sprint Nextel Corporation (“Sprint”), iPCS, Inc. (“iPCS”) and Ireland
Acquisition Corporation, a wholly owned subsidiary of Sprint, entered into a merger agreement,
pursuant to which Sprint agreed to acquire iPCS for approximately $831 million, including the
assumption of approximately $405 million of net debt.
Under the terms of the merger agreement, Sprint will commence a cash tender offer to acquire
all of iPCS’s outstanding common stock at a price of $24.00 per share. Following completion of the
tender offer, any remaining shares of iPCS will be acquired in a cash merger at the same price.
Upon completion of the merger, iPCS will become a wholly owned subsidiary of Sprint.
The board of directors of iPCS unanimously
(1) determined that the merger agreement and the other transactions
contemplated by the merger agreement, including the offer and the merger, are fair to and in the
best interests of the iPCS stockholders, (2) approved, authorized and declared advisable the merger
agreement and approved and authorized the merger and the other transactions contemplated by the merger agreement, and (3) resolved to recommend that the stockholders of iPCS accept the offer, tender their shares of
iPCS stock pursuant to the offer and, to the extent applicable, adopt the merger agreement.
The merger agreement contains certain termination rights for each of Sprint and iPCS and
further provides that, upon termination of the merger agreement under specified circumstances, iPCS
may be required to pay Sprint a termination fee of $12.5 million. The acquisition is subject to customary regulatory
approvals and other customary closing conditions and is expected to be completed either late in the
fourth quarter of 2009 or in early 2010. The foregoing description of the merger agreement does
not purport to be complete and is qualified in its entirety by reference to the merger agreement,
which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
In connection with the merger agreement, Sprint and iPCS will seek an immediate stay of
litigation pending in the Circuit Court of Cook County, Illinois, Chancery Division and the
Illinois Appellate Court, including iPCS’s request for an injunction to block the merger of Sprint
and Virgin Mobile USA, Inc., with a final resolution of existing litigation between Sprint and iPCS
to become effective upon the closing of the acquisition. As a result, Sprint will no longer be
required to divest its iDEN network in certain iPCS territories and will terminate its previously
announced divestiture process pending closing of the transaction. The foregoing description of the
litigation resolution does not purport to be complete and is qualified in its entirety by reference
to the settlement agreement and mutual release, which is filed as Exhibit 99.2 hereto and
incorporated herein by reference.
On October 18, 2009, Sprint entered into a stockholders agreement with Apollo Investment Fund
IV, L.P., Apollo Overseas Partners IV, L.P., Timothy M. Yager, Stebbins B. Chandor, Jr., Timothy G.
Biltz and Mikal J. Thomsen, who collectively beneficially own or have the power to vote
approximately 9.5 percent of the outstanding shares of iPCS common stock. Pursuant to the
stockholders agreement, the stockholders agreed to tender their shares of iPCS common stock
pursuant to the offer and vote their shares of iPCS common stock in favor of the merger, subject to
the terms and conditions in the merger agreement. The foregoing description of the stockholders
agreement does not purport to be complete and is qualified in its entirety by reference to the
agreement, which is filed as Exhibit 99.3 hereto and incorporated herein by reference.
Notice to Investors
The planned tender offer described in this Current Report on Form 8-K has not yet commenced. The
description contained in this Current Report on Form 8-K is not an offer to buy or the solicitation
of an offer to sell securities. At the time the planned tender offer is commenced, Sprint will file
a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”),
and iPCS will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the
planned tender offer. The tender offer statement (including an offer to purchase, a related letter
of transmittal and other
tender offer documents) and the solicitation/recommendation statement will contain important
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information that should be read carefully before making any decision to tender securities in the
planned tender offer. Those materials will be made available to iPCS’s stockholders at no expense
to them. In addition, all of those materials (and all other tender offer documents filed with the
SEC) will be made available at no charge on the SEC’s website at www.sec.gov.
Safe Harbor
This Current Report on Form 8-K includes forward-looking statements regarding the proposed
acquisition and related transactions that are not historical or current facts and deal with
potential future circumstances and developments, in particular, information regarding the
acquisition of iPCS. Forward-looking statements are qualified by the inherent risk and
uncertainties surrounding future expectations generally and may materially differ from actual
future experience. Risks and uncertainties that could affect forward-looking statements include:
the failure to realize synergies as a result of operational efficiencies, unexpected costs or
liabilities, the result of the review of the proposed transaction by various regulatory agencies
and any conditions imposed in connection with the consummation of the transaction, satisfaction of
various other conditions to the closing of the transaction contemplated by the transaction
agreement and the risks that are described from time to time in Sprint’s and iPCS’s respective
reports filed with the SEC, including the annual report on Form 10-K for the year ended December
31, 2008 and quarterly report on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009
of each of Sprint and iPCS. This Current Report on Form 8-K speaks only as of its date, and Sprint
and iPCS disclaim any duty to update the information herein.
Press Release
On October 19, 2009, Sprint and iPCS issued a press release announcing that their boards of
directors have unanimously approved a definitive agreement for Sprint to purchase iPCS for
approximately $831 million, as discussed above. A copy of the press release is filed as Exhibit
99.4 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit |
99.1
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Agreement and Plan of Merger, dated as of October 18, 2009, by and
among Sprint Nextel Corporation, Ireland Acquisition Corporation
and iPCS, Inc. |
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99.2
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Settlement Agreement and Mutual Release, dated as of October 18,
2009, by and among Sprint Nextel Corporation, WirelessCo L.P.,
Sprint Spectrum L.P., SprintCom, Inc., Sprint Communications
Company, L.P., Nextel Communications, Inc., PhillieCo L.P., APC PCS
LLC, Horizon Personal Communications, Inc., Bright Personal
Communications Services, LLC, iPCS Wireless, Inc. and iPCS, Inc. |
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99.3
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Stockholders Agreement, dated as of October 18, 2009, by and among
Sprint Nextel Corporation, Apollo Investment Fund IV, L.P., Apollo
Overseas Partners IV, L.P., Timothy M. Yager, Stebbins B. Chandor,
Jr., Timothy G. Biltz and Mikal J. Thomsen. |
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99.4
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Press release dated October 19, 2009. |
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