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Form SC TO-T
SPRINT NEXTEL CORP filed this
Form SC TO-T
on 10/28/09
Document Outline
Entire Document (817.4 KB)
Subdocument 1 - SC TO-T - SC TO-T
Page 1 - SECURITIES AND EXCHANGE COMMISSION
Page 2 - TABLE OF CONTENTS
Page 3 - Item 1. Summary Term Sheet.
Page 4 - (b) Securities.
Page 5 - Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Page 6 - (d) Borrowed Funds.
Page 7 - (b) Other Material Information.
Page 8 - Item 13. Information Required by Schedule 13E-3.
Page 9 - EXHIBIT INDEX
Page 10 - N/A
Page 11 - SIGNATURES
Subdocument 2 - EX-99.A.1.A
Page 1 - Exhibit (a)(1)(A)
Page 2 - IMPORTANT
Page 3 - TABLE OF CONTENTS
Page 4 - SUMMARY TERM SHEET
Page 5 - What are the most significant conditions to the Offer?
Page 6 - How do I find out if the Offeror extends the Offer?
Page 7 - What is the market value of my Shares as of a recent date?
Page 8 - If I decide not to tender but the Offer is successful, what will happen to my Shares?
Page 9 - TO THE STOCKHOLDERS OF iPCS, INC.:
Page 10 - Adverse Effect (as defined in the Merger Agreement) and the satisfaction or waiver of certain other
Page 11 - THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHO
Page 12 - THE OFFER
Page 13 - Shares tendered during the Subsequent Offering Period may not be withdrawn
Page 14 - Valid Tenders.
Page 15 - THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUM
Page 16 - All questions as to the validity, form, eligibility (including time of receipt) and acceptance for p
Page 17 - If the Offeror makes available a Subsequent Offering Period, Shares tendered during the Subsequent O
Page 18 - Withdrawals of Shares may not be rescinded.
Page 19 - STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.
Page 20 - Certain Projected Financial Data of the Company.
Page 21 - iPCS Projected Financial Data
Page 22 - Commercial Contacts
Page 23 - Management Agreements.
Page 24 - Trademark and Service Mark License Agreements.
Page 25 - Section 2-1401 Appeal.
Page 26 - Virgin Mobile USA, Inc. Transaction Litigation
Page 27 - N/A
Page 28 - N/A
Page 29 - N/A
Page 30 - The following is a summary of the material terms of the Merger Agreement, as modified by the Consent
Page 31 - The Merger.
Page 32 - Top-Up Option.
Page 33 - Other Offers.
Page 34 - Company Board Representation.
Page 35 - Stockholder Litigation.
Page 36 - Directors and Officers Indemnification and Insurance.
Page 37 - N/A
Page 38 - Conditions to Consummation of the Merger.
Page 39 - Effect of Termination.
Page 40 - Fees and Expenses.
Page 41 - Confidentiality Agreement
Page 42 - Plans for the Company.
Page 43 - Exchange Act Registration.
Page 44 - General.
Page 45 - Antitrust.
Page 46 - Delaware Business Combination Laws.
Page 47 - CTS Corp. v. Dynamics Corp. of America
Page 48 - NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION ON BEHALF OF THE
Page 49 - SCHEDULE I
Page 50 - 2. Directors and Executive Officers of Sprint Nextel.
Page 51 - N/A
Page 52 - N/A
Page 53 - N/A
Page 54 - N/A
Page 55 - By Facsimile Transmission:
Subdocument 3 - EX-99.A.1.B
Page 1 - Exhibit (a)(1)(B)
Page 2 - THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER
Page 3 - NOTE: SIGNATURES MUST BE PROVIDED BELOW.
Page 4 - VOLUNTARY CORPORATE ACTION SNC
Page 5 - N/A
Page 6 - N/A
Page 7 - STOCKHOLDERS: SIGN HERE
Page 8 - INSTRUCTIONS
Page 9 - Signatures on Letter of Transmittal; Stock Powers and Endorsements
Page 10 - Irregularities.
Page 11 - IMPORTANT TAX INFORMATION
Page 12 - VOLUNTARY CORPORATE ACTION SNC
Page 13 - CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
Page 14 - The Depositary for the Offer is:
Subdocument 4 - EX-99.A.1.C
Page 1 - Exhibit (a)(1)(C)
Page 2 - Your prompt action is requested. We urge you to contact your clients as promptly as possible. Please
Page 3 - Nothing contained herein or in the enclosed documents will constitute you or any other person the ag
Subdocument 5 - EX-99.A.1.D
Page 1 - Exhibit (a)(1)(D)
Page 2 - The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on Wednesday, Nov
Page 3 - INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
Subdocument 6 - EX-99.A.1.E
Page 1 - Exhibit (a)(1)(E)
Page 2 - THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LE
Page 3 - N/A
Page 4 - GUARANTEE
Subdocument 7 - EX-99.A.1.F
Page 1 - N/A
Page 2 - GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
Subdocument 8 - EX-99.A.1.G
Page 1 - Exhibit (a)(1)(G)
Page 2 - The board of directors of the Company unanimously (i) determined that the Merger Agreement and the o
Page 3 - Shares tendered during a Subsequent Offering Period, however, may not be withdrawn
Page 4 - The Offer to Purchase and the related Letter of Transmittal contain important information which shou
Subdocument 9 - EX-99.A.1.I
Page 1 - Exhibit (a)(1)(I)
Page 2 - N/A
Subdocument 10 - EX-99.D.4
Page 1 - AGREEMENT FOR MUTUAL USE AND NON-DISCLOSURE
Page 2 - 4. Copying.
Page 3 - 8. Term.
Page 4 - 13. Litigation and Other Disputes.
Subdocument 11 - EX-99.D.5
Page 1 - Exhibit (d)(5)
Page 2 - IN WITNESS WHEREOF
