Sprint Communications, Inc., a wholly-owned subsidiary of Sprint Corporation, entered into a commitment letter with JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Deutsche Bank AG Cayman Islands Branch and Mizuho Bank, Ltd. to provide an unsecured credit facility in an aggregate principal amount up to $3.2 billion. The Credit Facility, upon execution, will provide supplemental liquidity for general corporate purposes. Unless previously terminated, the commitments under the Commitment Letter and, if executed, the Credit Facility will terminate on March20, 2019. Borrowings under the Credit Facility will mature one month from the date of the initial borrowing, provided that, at SCI’s election, the maturity date can be extended on a monthly basis thereafter, but in no event later than March20, 2019.
Commitments under the Commitment Letter and Credit Facility and the amount of any outstanding borrowings under the Credit Facility as to which maturity can be extended will be automatically reduced in an amount equal to a percentage of the net cash proceeds from certain asset sales made by SCI or certain of its subsidiaries. In addition, subject to certain exceptions, the commitments under the Commitment Letter and Credit Facility will terminate in full upon (i)a change of control, (ii)issuances of equity or indebtedness for borrowed money by Sprint or any of its subsidiaries, or (iii)the incurrence by SCI or certain of its subsidiaries of any indebtedness. In the event the commitments under the Commitment Letter or the Credit Facility are reduced as a consequence of any of the events in the preceding sentence, SCI will not be permitted to elect to extend the maturity of any outstanding borrowings under the Credit Facility on the immediately following maturity date.
Borrowings, if any, under the Credit Facility will bear interest, at the option of SCI, based on the Adjusted Base Rate (as defined in the Credit Facility) plus an applicable margin or Adjusted LIBO Rate (as defined in the Credit Facility) plus an applicable margin. The applicable interest rate margin over (i)the Adjusted LIBO Rate may range from a minimum of 1.25% to a maximum of 4.25% and (ii)the Adjusted Base Rate may range from a minimum of 0.25% to a maximum of 3.25%, in each case based on the number of days elapsed from September20, 2017.