SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)*
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Charles R. Wunsch, Esq.
Sprint Ventures, Inc. and Sprint Nextel Corporation
c/o Sprint Nextel Corporation
6200 Sprint Parkway
Overland Park, Kansas 66251
(913) 523-9802
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
NOTE: Schedules filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are
to be sent.
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* |
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The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
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The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes). |
(Continued on following pages)
(Page 1
of 17 Pages)
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CUSIP No. |
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92769R108 |
13D |
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NAMES OF REPORTING PERSONS
Sprint Ventures, Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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00 |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Kansas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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52,326,642 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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12,058,626 |
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WITH |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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52,326,642 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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61.5% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CUSIP No. |
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NAMES OF REPORTING PERSONS
Sprint Nextel Corporation |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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00 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Kansas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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52,326,642 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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12,058,626 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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52,326,642 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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61.5% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
TABLE OF CONTENTS
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CUSIP No. |
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92769R108 |
13D |
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This Amendment No. 2 (Amendment No.2) to Schedule 13D amends the Schedule 13D filed with the
Securities and Exchange Commission (SEC) on September 19, 2008 by Sprint Ventures, Inc. (Sprint
Ventures), as amended by Amendment No. 1 filed with the SEC by the Sprint Ventures on December 19,
2008, with respect to the subject class of securities (the Schedule 13D). This Amendment No. 2
is being filed jointly by Sprint Nextel Corporation (Sprint Nextel) and Sprint Ventures, a wholly
owned subsidiary of Sprint Nextel (together, the Reporting Persons). As described in more detail
below, Items 2, 3, 4, 5, 6 and 7 have been amended in this Amendment No. 2 as a result of Sprint
Nextel and a newly formed wholly owned subsidiary of Sprint Nextel (Merger Sub) entering into an
Agreement and Plan of Merger, dated as of July 27, 2009 (the Merger Agreement), with Virgin
Mobile USA, Inc. (the Issuer) pursuant to which, at the Effective Time (as defined in the Merger
Agreement), upon the terms and subject to the conditions set forth therein, Merger Sub will be
merged with and into the Issuer (the Merger). As a result of the Merger, the separate corporate
existence of Merger Sub will cease and the Issuer will continue as the surviving corporation of the
Merger and a wholly owned subsidiary of Sprint Nextel. Contemporaneously with the execution of the
Merger Agreement, Sprint Nextel and the Issuer entered into voting agreements with (i) Corvina
Holdings Limited and Cortaire Limited (together with their respective affiliates, the Virgin
Affiliated Group) and (ii) SK Telecom Co., Ltd. (SK Telecom), pursuant to which, among other
things, each of these stockholders has agreed to vote a specified number of shares of Class A
Common Stock, par value $0.01 per share, of the Issuer (Class A Common Stock), Class B Common
Stock, par value $0.01 per share, of the Issuer (Class B Common Stock), Class C Common Stock, par
value $0.01 per share, of the Issuer (Class C Common Stock) and Series A Convertible Preferred
Stock, par value $0.01 per share, of the Issuer (Preferred Stock and together with the Class A
Common Stock, Class B Common Stock and Class C Common Stock, Issuer Shares) beneficially owned by
these stockholders in favor of the adoption of the Merger Agreement as described below. Reference
is made to the Schedule 13D originally filed with the SEC and Amendment No. 1 for information in
Items not appearing in this filing as a result of there being no changes in those items.
Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such
terms in the Schedule 13D. The Schedule 13D is amended and supplemented as follows:
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This Schedule 13D is being jointly filed by Sprint Nextel and Sprint Ventures, each of which
is a corporation organized under the laws of Kansas and having its principal office and place of
business at 6200 Sprint Parkway, Overland Park, Kansas 66251. Sprint Nextel is a global
communications company offering a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of individual consumers, businesses and
government customers. The principal business of Sprint Ventures is to act as an investment vehicle
for investing in the Issuer for its ultimate parent, Sprint Nextel. Sprint Ventures is a direct
wholly owned subsidiary of Sprint Nextel. The names, addresses, present principal occupation or
employment and citizenship of the executive officers and
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directors of the Reporting Persons (the Covered Persons) are set forth in Appendix A to this
Schedule 13D, which is incorporated herein by reference.
During the last five years, neither of the Reporting Persons nor any of the Covered Persons
listed in Appendix A have been (a) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end
thereof:
In connection with the Merger Agreement, on July 27, 2009, Sprint Nextel entered into voting
agreements with the Virgin Affiliated Group with respect to the Issuer Shares beneficially owned by
the Virgin Affiliated Group (the Virgin Affiliated Group Voting Agreement) and with SK Telecom
(the SK Telecom Voting Agreement and together with the Virgin Affiliated Group Voting Agreement,
the Voting Agreements) with respect to the Issuer Shares beneficially owned by SK Telecom. The
Voting Agreements were entered into as an inducement for Sprint Nextel to enter into the Merger
Agreement.
The Issuer Shares beneficially owned by the Virgin Affiliated Group and SK Telecom have not
been purchased by the Reporting Persons, and thus no funds were used for such purpose. For a
description of the Voting Agreements, see Item 4 below, which description is incorporated by
reference into this Item 3.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end
thereof:
Merger Agreement
Pursuant to the Merger Agreement, at the Effective Time, upon the terms and subject to the
conditions set forth therein, Merger Sub will be merged with and into the Issuer. As a result of
the Merger, the separate corporate existence of Merger Sub will cease and the Issuer will continue
as the surviving corporation of the Merger and a wholly owned subsidiary of Sprint Nextel. In
connection with the Merger, pursuant to the terms of the Merger Agreement, (i) except as set forth
in clauses (ii) and (iii) below, each outstanding share of Class A Common Stock and Class C Common
Stock will be converted into the right to receive a number of shares of Series 1 voting common
stock, par value $2.00 per share, of Sprint Nextel (Sprint Nextel
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Shares) (and cash in lieu of fractional shares) based on an Exchange Ratio (as defined in the
Merger Agreement and described below), (ii) each outstanding share of Class A Common Stock and
Class C Common Stock held by the Virgin Affiliated Group will be converted into the right to
receive a number of Sprint Nextel Shares (and cash in lieu of fractional shares) based on the
Exchange Ratio multiplied by 93.09% (the Virgin Group Exchange Ratio), (iii) each outstanding
share of Class A Common Stock and Class C Common Stock held by SK Telecom and any of its affiliates
to which any such shares are transferred on or after the date of the Merger Agreement
(collectively, the SK Stockholders) will be converted into the right to receive a number of
Sprint Nextel Shares (and cash in lieu of fractional shares) based on the Exchange Ratio multiplied
by 89.84% (the SK Exchange Ratio), (iv) each outstanding share of Preferred Stock, all of which
are owned by the Virgin Affiliated Group and SK Telecom as of July 27, 2009, will be converted into
the right to receive a number of Sprint Nextel Shares (and cash in lieu of fractional shares) after
giving effect to the conversion of such shares of Preferred Stock into Class A Common Stock,
multiplied by (1) in the case of the Virgin Affiliated Group, the Virgin Group Exchange Ratio, and
(2) in the case of SK Stockholders, the SK Exchange Ratio, and (v) each outstanding share of Class
B Common Stock will be canceled without any conversion thereof and no consideration will be
delivered in respect thereto.
The Exchange Ratio is equal to the number determined by dividing $5.50 by the Average Parent
Stock Price (as defined below); provided, however, that (x) if the number determined by dividing
$5.50 by the Average Parent Stock Price is less than or equal to 1.0630, the Exchange Ratio shall
be 1.0630 and (y) if the number determined by dividing by $5.50 the Average Parent Stock Price is
greater than or equal to 1.3668, the Exchange Ratio shall be 1.3668. The Average Parent Stock
Price means the average of the closing prices of Sprint Nextel Shares for the ten trading days
ending on the second trading day immediately preceding the Effective Time.
The Merger and the other transactions contemplated by the Merger Agreement are subject to
various closing conditions, including approval of the Merger Agreement by the Issuers
stockholders, the accuracy of representations and warranties and compliance with covenants, receipt
of regulatory approvals, continued effectiveness of certain agreements (including an employment
agreement with the Issuers Chief Executive Officer, Daniel H. Schulman) and other customary
closing conditions. The Merger is expected to be completed in the fourth quarter of 2009 or in
early 2010.
Prior to approval by the Issuers stockholders of the Merger Agreement, the Issuers board of
directors may, in certain circumstances, make a Change of Recommendation (as defined in the Merger
Agreement) if there is an Intervening Event (as defined in the Merger Agreement) upon compliance
with certain notice and other specified conditions set forth in the Merger Agreement.
The Merger Agreement contains certain termination rights for both the Issuer and Sprint
Nextel, including the right of the Issuer to terminate the Merger Agreement in the event there is a
Superior Proposal (as defined in the Merger Agreement) upon the Issuers compliance with certain
notice and other specified conditions set forth in the Merger Agreement, and the right of
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Sprint Nextel to terminate the Merger Agreement if there is a Change of Recommendation. The Merger
Agreement provides that, upon termination under certain specified circumstances, the Issuer would
be required to pay Sprint Nextel a termination fee of $14,200,000.
Voting Agreements
Pursuant to the Voting Agreements, the Virgin Affiliated Group and SK Telecom have agreed to
vote a portion of the Issuer Shares owned by them that, when aggregated with the Issuer Shares
owned by the Reporting Persons, comprise approximately 40% of the outstanding voting power of the
Issuer as of July 27, 2009. The Voting Agreements are described in more detail below.
Virgin Affiliated Group Voting Agreement
Pursuant to the Virgin Affiliated Group Voting Agreement, the Virgin Affiliated Group
represented that as of July 27, 2009 it beneficially owned (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) 22,901,389 shares of Class A Common Stock, 115,062
shares of Class C Common Stock and 25,750 shares of Preferred Stock (collectively, the Virgin
Affiliated Group Subject Shares), which collectively represent approximately 30.6% of the total
voting power of the Issuer based on the number of Issuer Shares outstanding as of April 30, 2009.
Pursuant to the Virgin Affiliated Group Voting Agreement, the Virgin Affiliated Group has agreed
that at the stockholders meeting of the Issuer with respect to the Merger and at any other meeting
of the stockholders of the Issuer, the Virgin Affiliated Group will vote a number of the Virgin
Affiliated Group Subject Shares constituting not less than 14,362,279 Issuer Shares (approximately
16.8% of the total voting power of the Issuer) that are entitled to vote in each case: (i) in favor
of the adoption of the Merger Agreement, approval of the Merger or any other action of the
stockholders of the Issuer reasonably requested by Sprint Nextel in furtherance thereof, (ii)
against any action or agreement that is in opposition to, or competitive or inconsistent with, the
Merger or that would result in a breach of any covenant, representation or warranty of the Virgin
Affiliated Group contained in the Virgin Affiliated Group Voting Agreement, (iii) against any other
acquisition proposal and (iv) against any other action, agreement or transaction that would
otherwise materially interfere with, delay, postpone, discourage, frustrate the purposes of or
adversely affect the Merger or the other transactions contemplated by the Merger Agreement or the
Virgin Affiliated Group Voting Agreement or the performance by the Virgin Affiliated Group of its
obligations under the Virgin Affiliated Group Voting Agreement. The Virgin Affiliated Group Voting
Agreement includes restrictions on the transfer of securities of the Issuer held by the Virgin
Affiliated Group until the termination of the Agreement, subject to certain exceptions. In
addition, the Virgin Affiliated Group has agreed not to, and to cause its executive officers,
directors and representatives not to, solicit, propose or recommend any other acquisition proposal.
The Virgin Affiliated Group Voting Agreement will terminate on the earlier to occur of (i) the
Effective Time and (ii) the date of termination of the Merger Agreement in accordance with its
terms. In addition, the Virgin Affiliated Group has the right to terminate the Virgin Affiliated
Group Voting Agreement in the event of certain amendments to the Merger Agreement.
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SK Telecom Voting Agreement
Pursuant to the SK Telecom Voting Agreement, SK Telecom represented that as of July 27, 2009
it beneficially owned (within the meaning of Rule 13d-3 under the Act) 10,999,373 shares of Class A
Common Stock (excluding 193,368 shares of Class A Common Stock beneficially owned by Helio, Inc.
currently controlled by SK Telecom) and 25,750 shares of Preferred Stock (excluding the shares
beneficially owned by Helio, Inc., the SK Telecom Subject Shares), which collectively represent
approximately 16.5% of the total voting power of the Issuer based on the number of Issuer Shares
outstanding as of April 30, 2009. Pursuant to the SK Telecom Voting Agreement, SK Telecom has
agreed that at the stockholders meeting of the Issuer with respect to the Merger and at any other
meeting of the stockholders of the Issuer, SK Telecom will vote a number of SK Telecom Subject
Shares constituting not less than 7,735,790 Issuer Shares (approximately 9.1% of the total voting
power of the Issuer) that are entitled to vote in each case: (i) in favor of the adoption of the
Merger Agreement, approval of the Merger or any other action of the stockholders of the Issuer
reasonably requested by Sprint Nextel in furtherance thereof, (ii) against any action or agreement
that is in opposition to, or competitive or inconsistent with, the Merger or that would result in a
breach of any covenant, representation or warranty of SK Telecom contained in the SK Telecom Voting
Agreement, (iii) against any other acquisition proposal and (iv) against any other action,
agreement or transaction that would otherwise materially interfere with, delay, postpone,
discourage, frustrate the purposes of or adversely affect the Merger or the other transactions
contemplated by the Merger Agreement or the SK Telecom Voting Agreement or the performance by SK
Telecom of its obligations under the SK Telecom Voting Agreement. The SK Telecom Voting Agreement
includes restrictions on the transfer of securities of the Issuer held by SK Telecom until the
termination of the Agreement, subject to certain exceptions. In addition, SK Telecom has agreed
not to, and to cause its executive officers, directors and representatives not to, solicit, propose
or recommend any other acquisition proposal. The SK Telecom Voting Agreement will terminate on the
earlier to occur of (i) the Effective Time and (ii) the date of termination of the Merger Agreement
in accordance with its terms. In addition, SK Telecom has the right to terminate the SK Telecom
Voting Agreement in the event of certain amendments to the Merger Agreement.
The foregoing summary of certain provisions of the Merger Agreement, the Virgin Affiliated
Group Voting Agreement and the SK Telecom Voting Agreement is not intended to be complete and is
qualified in its entirety by reference to the full text of such agreements. The Merger Agreement,
the Virgin Affiliated Group Voting Agreement and the SK Telecom Voting Agreement are filed as
Exhibits 2.1, 10.1 and 10.2, respectively, of Sprint Nextels Current Report on Form 8-K filed on
July 28, 2009, and are incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
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Amount beneficially owned: |
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52,326,642 shares of Class A Common Stock. This beneficial ownership results from: (i) the
ownership by Sprint Ventures of a limited partnership interest in Virgin Mobile USA, L.P. (an
indirect, majority-owned subsidiary of the Issuer) (VMU Opco), which interest is initially
exchangeable for 12,058,626 shares of Class A Common Stock of the Issuer, and the ownership by
Sprint Ventures of one share of the Issuers Class B Common Stock, which is entitled to a number of
votes that is equal to the total number of shares of Class A Common Stock for which such limited
partnership interest is exchangeable; (ii) 26,045,863 shares of Class A Common Stock beneficially
owned by the Virgin Affiliated Group; and (iii) 14,222,153 shares of Class A Common Stock
beneficially owned by SK Telecom. Sprint Ventures, the Virgin Affiliated Group and SK Telecom may
be deemed to share beneficial ownership of the above-referenced shares as a result of being parties
to the Amended and Restated Stockholders Agreement, a copy of which was filed as Exhibit 4.1 to the
Current Report on Form 8-K filed by the Issuer with the SEC on August 28, 2008. In addition,
Sprint Nextel may be deemed to share beneficial ownership of the Issuer Shares held by each of the
Virgin Affiliated Group and SK Telecom which are subject to the voting requirements set forth in
the Voting Agreements, as described in Item 4 above. The Reporting Persons do not affirm the
existence of a group with the Virgin Affiliated Group and SK Telecom and disclaim beneficial
ownership of the shares beneficially owned by the Virgin Affiliated Group and SK Telecom. The
Reporting Persons are not responsible for the completeness and accuracy of the information
concerning the Virgin Affiliated Group and SK Telecom.
Percent of class:
61.5% based on (i) 65,025,441 shares of Class A Common Stock of the Issuer outstanding as of
April 30, 2009 (based on the number of shares reported by the Issuer in its Form 10-Q for the
quarterly period ended March 31, 2009 (the Q1 Form 10-Q)), plus (ii) 1,807,259 shares of Class A
Common Stock issued to EarthLink, Inc. in exchange for its limited partnership interest in VMU Opco
after the filing of the Q1 Form 10-Q, plus (iii) 115,062 shares of Class A Common Stock that may be
acquired by the Virgin Affiliated Group upon the conversion of its shares of Class C Common Stock,
plus (iv) the shares of Class A Common Stock underlying a limited partnership interest in VMU Opco
held by Sprint Ventures, which interest is initially exchangeable for 12,058,626 shares of Class A
Common Stock, plus (v) 6,058,824 shares of Class A Common Stock issuable upon conversion of the
Preferred Stock owned by the Virgin Affiliated Group and SK Telecom, plus (vi) one share of Class B
Common Stock held by Sprint Ventures, which is entitled to a number of votes that is equal to the
total number of shares of Class A Common Stock for which Sprint Ventures limited partnership
interest in VMU Opco is exchangeable.
To the knowledge of the Reporting Persons, none of the persons named in Item 2 above (other than
the Reporting Persons) beneficially owns any shares of Class A Common Stock.
(b) |
(i) |
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Sole power to vote or to direct the vote: 0 |
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(ii) |
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Shared power to vote or to direct the vote: 52,326,642 |
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Sole power to dispose or to direct the disposition of: 12,058,626 |
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(iv) |
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Shared power to dispose or to direct the disposition of: 0 |
(c) |
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Transactions Effected in Past 60 Days by Reporting Persons: None |
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(d) |
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Not applicable. |
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(e) |
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Not applicable. |
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Item 6. |
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer. |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end
thereof:
The information set forth, or incorporated by reference in, Items 3 through 5 above is hereby
incorporated by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end
thereof:
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Exhibit 99.9
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Agreement and Plan of Merger, dated as of July 27, 2009, by and among Sprint Nextel
Corporation, Sprint Mozart, Inc. and Virgin Mobile USA, Inc. (incorporated herein by reference to
Exhibit 2.1 of Sprint Nextel Corporations Current Report on Form 8-K filed July 28, 2009) |
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Exhibit 99.10
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Voting Agreement, dated as of July 27, 2009, by and among Sprint Nextel Corporation,
Corvina Holdings Limited and Cortaire Limited (incorporated herein by reference to Exhibit 10.1 of
Sprint Nextel Corporations Current Report on Form 8-K filed July 28, 2009) |
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Exhibit 99.11
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Voting Agreement, dated as of July 27, 2009, by and among Sprint Nextel Corporation
and SK Telecom Co., Ltd. (incorporated herein by reference to Exhibit 10.2 of Sprint Nextel
Corporations Current Report on Form 8-K filed July 28, 2009) |
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Exhibit 99.12
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Joint Filing Agreement, dated as of July 28, 2009, by and between Sprint Ventures,
Inc. and Sprint Nextel Corporation |
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CUSIP No. |
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92769R108 |
13D |
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11 |
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned parties
certify that the information set forth in this statement is true, complete and correct.
Dated: July 28, 2009
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Sprint Ventures, Inc.
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By |
/s/ Charles R. Wunsch
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Name: |
Charles R. Wunsch |
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Title: |
Vice President |
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Sprint Nextel Corporation
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By |
/s/ Charles R. Wunsch
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Name: |
Charles R. Wunsch |
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Title: |
General Counsel and Corporate Secretary |
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CUSIP No. |
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92769R108 |
13D |
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12 |
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Exhibit Index
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Exhibit |
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Description |
Exhibit 99.9
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Agreement and Plan of Merger, dated as of July 27, 2009, by
and among Sprint Nextel Corporation, Sprint Mozart, Inc. and
Virgin Mobile USA, Inc. (incorporated herein by reference to
Exhibit 2.1 of Sprint Nextel Corporations Current Report on
Form 8-K filed July 28, 2009) |
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Exhibit 99.10
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Voting Agreement, dated as of July 27, 2009, by and among
Sprint Nextel Corporation, Corvina Holdings Limited and
Cortaire Limited (incorporated herein by reference to
Exhibit 10.1 of Sprint Nextel Corporations Current Report
on Form 8-K filed July 28, 2009) |
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Exhibit 99.11
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Voting Agreement, dated as of July 27, 2009, by and among
Sprint Nextel Corporation and SK Telecom Co., Ltd.
(incorporated herein by reference to Exhibit 10.2 of Sprint
Nextel Corporations Current Report on Form 8-K filed July
28, 2009) |
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Exhibit 99.12
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Joint Filing Agreement, dated as of July 28, 2009, by and
between Sprint Ventures, Inc. and Sprint Nextel Corporation |
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CUSIP No. |
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92769R108 |
13D |
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13 |
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Appendix A
Appendix A is hereby amended and restated in its entirety as follows:
Directors and Executive Officers of Sprint Ventures, Inc.
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Principal |
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Name |
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Position |
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Address |
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Occupation |
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Citizenship |
Directors |
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Scott W. Andreasen
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Director and
Assistant Secretary
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Assistant Secretary
of Sprint Nextel
Corporation
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United States |
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Charles R. Wunsch
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Director and Vice
President
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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General Counsel and
Corporate Secretary
of Sprint Nextel
Corporation
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United States |
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Executive Officers |
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Robert H. Johnson,
Jr.
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President
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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President CDMA
of Sprint Nextel
Corporation
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United States |
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Charles L. Hall
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Vice President and
Controller
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Senior Vice
President and
Controller of
Sprint Nextel
Corporation
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United States |
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Gregory D. Block
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Vice President and
Treasurer
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Vice President and
Treasurer of Sprint
Nextel Corporation
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United States |
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Timothy P. OGrady
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Director, Vice
President and
Secretary
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Vice President,
Legal Securities
and Governance and
Assistant Secretary
of Sprint Nextel
Corporation
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United States |
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CUSIP No. |
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92769R108 |
13D |
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Directors and Executive Officers of Sprint Nextel Corporation
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Principal |
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Name |
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Position |
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Address |
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Occupation |
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Citizenship |
Directors |
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Robert R. Bennett
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Director
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Principal of
Hilltop
Investments, a
private investment
company
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United States |
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Gordon M. Bethune
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Director
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Retired
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United States |
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Larry C. Glasscock
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Director
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Chairman of the
Board of WellPoint,
Inc., a health
benefits company
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United States |
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James H. Hance, Jr.
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Director
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Senior Advisor of
The Carlyle Group
and Chairman of the
Board of Sprint
Nextel Corporation
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United States |
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V. Janet Hill
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Director
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Vice President of
Alexander &
Associates, Inc., a
corporate
consulting firm
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United States |
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Frank Ianna
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Director
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Chief Executive
Officer and
Director, Attila
Technologies LLC, a
wireless
communications
company
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United States |
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CUSIP No. |
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92769R108 |
13D |
Page |
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15 |
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Principal |
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Name |
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Position |
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Address |
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Occupation |
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Citizenship |
Sven-Christer
Nilsson
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Director
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Founder/Owner of
Ripasso AB, a
business advisory
company
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Sweden |
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William R. Nuti
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Director
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Chairman of the
Board, Chief
Executive Officer
and President of
NCR Corporation, a
global technology
company
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United States |
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Rodney ONeal
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Director
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c/o Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Chief Executive
Officer and
President of Delphi
Corporation, a
global supplier of
mobile electronics
and transportation
systems
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United States |
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CUSIP No. |
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92769R108 |
13D |
Page |
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16 |
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of |
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17 |
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Principal |
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Name |
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Position |
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Address |
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Occupation |
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Citizenship |
Executive Officers |
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Daniel R. Hesse
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Director,
President and Chief
Executive Officer
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Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Director,
President and Chief
Executive Officer
of Sprint Nextel
Corporation
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United States |
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Robert H. Brust
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Chief Financial
Officer
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Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Chief Financial
Officer of Sprint
Nextel Corporation
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United States |
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Charles R. Wunsch
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General Counsel and
Corporate Secretary
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Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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General Counsel and
Corporate Secretary
of Sprint Nextel
Corporation
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United States |
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Keith O. Cowan
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President
Strategic Planning
and Corporate
Initiatives
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Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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President
Strategic Planning
and Corporate
Initiatives of
Sprint Nextel
Corporation
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United States |
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Paget L. Alves
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President
Business Markets
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Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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President
Business Markets of
Sprint Nextel
Corporation
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United States |
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Steven L. Elfman
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President Network
Operations and
Wholesale
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Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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President Network
Operations and
Wholesale of Sprint
Nextel Corporation
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United States |
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CUSIP No. |
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92769R108 |
13D |
Page |
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17 |
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of |
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Principal |
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Name |
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Position |
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Address |
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Occupation |
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Citizenship |
Charles L. Hall
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Senior Vice
President and
Controller
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Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Senior Vice
President and
Controller of
Sprint Nextel
Corporation
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United States |
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Robert L. Johnson
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Chief Service
Officer
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Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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Chief Service
Officer of Sprint
Nextel Corporation
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United States |
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Robert H. Johnson,
Jr.
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President CDMA
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Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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President CDMA
of Sprint Nextel
Corporation
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United States |
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Danny Bowman
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President iDEN
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Sprint Nextel
Corporation
6200 Sprint Parkway
Overland Park,
Kansas 66251
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President iDEN
of Sprint Nextel
Corporation
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United States |