Sprint - Nextel 2013 Annual Report Download - page 101

Table of Contents
incurred in connection with certain audit services performed on behalf of Sprint Nextel, including reviewing its financial information to be included in an offering
memorandum for the offering of SoftBank debt.
In connection with the Clearwire Acquisition, on December 17, 2012, SoftBank Parties entered into a consent and agreement with Sprint Nextel, which
permitted Sprint Nextel to enter into the agreements related thereto and provided SoftBank with certain rights to information and review of certain actions which
might be taken by Sprint Nextel in connection with the Clearwire Acquisition, and on January 30, 2013 and February 26, 2013, SoftBank Parties delivered
consents to Sprint Nextel, which permitted Sprint Nextel to enter into amendments to the note purchase agreement related thereto. On May 20, 2013, a SoftBank
Party delivered a consent to Sprint Nextel, which permitted Sprint Nextel to enter into an amendment to the Clearwire Acquisition Agreement.
In connection with an unsolicited proposal from DISH Networks, Inc. ("DISH") prior to the close of the SoftBank Merger (the "DISH Proposal"), on
April 26, 2013, a SoftBank Party delivered to Sprint a waiver under the Merger Agreement, which permitted Sprint to engage in discussions with DISH and its
representatives solely for the purpose of clarifying, and obtaining further information regarding, the DISH Proposal in order to enable Sprint
’ s Special Committee
of the board to determine whether the DISH Proposal is reasonably likely to lead to a superior offer (as defined in the Merger Agreement prior to the Merger
Agreement amendment revising such definition). On May 20, 2013, a SoftBank Party delivered to Sprint a second waiver under the Merger Agreement, which
permitted Sprint to engage in further discussions regarding the DISH Proposal, and otherwise take certain actions that would otherwise have been prohibited by
the Merger Agreement.
Wholly
- owned subsidiaries of Sprint and SoftBank signed an incremental rate change agreement on February 28, 2013, with a total transaction value
of approximately $0.2 million. The term of this agreement was six months. This transaction was ratified by the Sprint Nextel board of directors.
In March and April of 2013, a SoftBank Party and Sprint entered into license agreements providing the SoftBank Party with use of a portion of
Sprint
’ s facilities in Overland Park, Kansas, for approximately $0.13 million. These transactions were ratified by the Sprint Nextel board of directors.
A Sprint subsidiary and a SoftBank Party entered into two Traffic Termination Agreements, with a total transaction value of approximately $1.1
million. The agreements provide for the exchange of voice minutes between the U.S. and Japan. The term of the first agreement began October 1, 2012 and
terminated on April 30, 2013 and the term of the second agreement ran from May 1, 2013 through November 30, 2013. These transactions were ratified by the
Sprint Communications, Inc. board.
Transactions with SoftBank Parties outside the Ordinary Course of Business
Transactions with SoftBank Parties outside the ordinary course of business are reviewed by the Audit Committee and approved by our board,
including a majority of our independent directors. The transactions that have been approved by our board are described below.
Effective September 1, 2013, Sprint entered into an agreement with the Buying and Innovation Group ("BIG") a joint venture between Brightstar and
SoftBank. The agreement provides for reimbursement to Sprint by BIG for compensation, benefits, travel and related expenses for Sprint employees providing
services to BIG, with a transaction value for 2013 of approximately $0.6 million. The term of the agreement is for one year, but may be extended as necessary.
Sprint developed, owns, and operates a content delivery and device configuration platform known as Mobile ID. Sprint and a SoftBank subsidiary
entered into wholesale agreement providing for Sprint to enable Mobile ID platform for use by SoftBank and license those capabilities to SoftBank. The term of
this agreement is for one year. The total value for this transaction is estimated to be $4.7 million.
Wholly
- owned subsidiaries of Sprint and SoftBank revised their International Roaming Agreement on May 21, 2013, which was originally entered
into prior to SoftBank becoming a beneficial owner. The amendment provided lower rates to Sprint for Sprint subscribers roaming on SoftBank
’ s network, This
amendment was ratified by Sprint Nextel
’ s Nominating and Corporate Governance Committee. Our board subsequently authorized an amendment to the
International Roaming Agreement. Effective January 1, 2014, Sprint and a SoftBank subsidiary entered into a second amendment to the International Roaming
Agreement. The term of the amendment is for one year, with automatic renewals for successive one year periods and may be terminated by either Party with 180
days
’ notice. This amendment allows Sprint the ability to roam free of charge on SoftBank ’ s network. This transaction is estimated to save Sprint $3.1 million
through December 2016. The Board has also authorized the parties to enter an
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