Obligation Sprint Nextel Corp 11.5% ( US852061AM20 ) en USD

Sprint Nextel Corp

109.25 % ⇌

Etats-unis

US852061AM20 ( en USD )

11.5% par an ( paiement semestriel )

14/11/2021 - Obligation échue

Prospectus brochure de l'obligation Sprint Nextel Corp US852061AM20 en USD 11.5%, échue

2 000 USD

999 835 000 USD

852061AM2

BB ( Spéculatif )

B1 ( Très spéculatif )

L'Obligation émise par Sprint Nextel Corp ( Etats-unis ) , en USD, avec le code ISIN US852061AM20, paye un coupon de 11.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2021

L'Obligation émise par Sprint Nextel Corp ( Etats-unis ) , en USD, avec le code ISIN US852061AM20, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Sprint Nextel Corp ( Etats-unis ) , en USD, avec le code ISIN US852061AM20, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-180513

Prospectus

Offer to Exchange up to $1,000,000,000
Offer to Exchange up to $1,000,000,000
Aggregate Principal Amount of Newly
Aggregate Principal Amount of Newly
Issued 11.500% Notes due 2021

Issued 9.125% Notes due 2017
For

For
a Like Principal Amount of Outstanding
a Like Principal Amount of Outstanding
Restricted 11.500% Notes due 2021
Restricted 9.125% Notes due 2017
Issued on November 9, 2011

Issued on March 1, 2012

On November 9, 2011 and March 1, 2012, we issued $1,000,000,000 aggregate principal amount of restricted 11.500% Notes
due 2021 and $1,000,000,000 aggregate principal amount of restricted 9.125% Notes due 2017, respectively, in private placements.
We refer to these notes collectively as the "Original Notes."
We are offering to exchange up to $1,000,000,000 aggregate principal amount of new 11.500% Notes due 2021 and up to
$1,000,000,000 aggregate principal amount of new 9.125% Notes due 2017, which we refer to collectively as the "Exchange Notes,"
for our outstanding restricted 11.500% Notes due 2021 and restricted 9.125% Notes due 2017, respectively. We refer to this offer to
exchange as the "Exchange Offer." The terms of the Exchange Notes are substantially identical to the terms of the Original Notes,
except that the Exchange Notes will be registered under the Securities Act of 1933, or the "Securities Act," and the transfer
restrictions and registration rights and related special interest provisions applicable to the Original Notes will not apply to the
Exchange Notes. Each series of Exchange Notes will be part of the same series of corresponding Original Notes and issued under the
same base indenture and applicable supplemental indenture. The Exchange Notes will be exchanged for Original Notes of the
corresponding series in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will not receive any
proceeds from the issuance of Exchange Notes in the Exchange Offer.
You may withdraw tenders of Original Notes at any time prior to the expiration of the Exchange Offer.
The Exchange Offer expires at 9:00 a.m. New York City time on August 1, 2012, unless extended, which we refer to as
the "Expiration Date."
We do not intend to list the Exchange Notes on any securities exchange or to seek approval through any automated quotation
system, and no active public market for the Exchange Notes is anticipated.

You should consider carefully the risk factors beginning on page 9 of this prospectus before
deciding whether to participate in the Exchange Offer.
Neither the Securities and Exchange Commission, or SEC, nor any state securities commission has approved or
disapproved of these Exchange Notes or determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

The date of this prospectus is July 3, 2012.
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TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
iii
WHERE YOU CAN FIND MORE INFORMATION
iv
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
v

SUMMARY
1

RISK FACTORS
9

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
23
THE EXCHANGE OFFER
25
RATIO OF EARNINGS TO FIXED CHARGES
32
USE OF PROCEEDS
33
DESCRIPTION OF THE NOTES
34
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
62
PLAN OF DISTRIBUTION
67
EXPERTS
68
LEGAL MATTERS
68
This prospectus may only be used where it is legal to make the Exchange Offer and by a broker-dealer for resales of Exchange
Notes acquired in the Exchange Offer where it is legal to do so.
Rather than repeat certain information in this prospectus that we have already included in reports filed with the SEC,
this prospectus incorporates important business and financial information about us that is not included in or delivered with this
prospectus. We will provide this information to you at no charge upon written or oral request directed to: Sprint Nextel
Corporation, 6200 Sprint Parkway, Overland Park, Kansas 66251, Attention: Investor Relations, telephone: (800) 259-3755.
In order to receive timely delivery of any requested documents in advance of the Expiration Date, you should make your
request no later than July 25, 2012, which is five full business days before you must make a decision regarding the Exchange
Offer.
In making a decision regarding the Exchange Offer, you should rely only on the information contained in or incorporated by
reference into this prospectus. We have not authorized anyone to provide you with any other information. If you receive any other
information, you should not rely on it.
You should not assume that the information contained in this prospectus is accurate as of any date other than the date of the front
cover of this prospectus or that the information incorporated by reference into this prospectus is accurate as of any date other than the
date of the incorporated document. Neither the delivery of this prospectus nor any exchange made hereunder shall under any
circumstances imply that the information herein is correct as of any date subsequent to the date on the cover of this prospectus. Our
business, financial condition, results of operations and prospects may have changed since that date.
In this prospectus, unless otherwise indicated, including as set forth under the heading "Description of the Notes," the terms
"Company," "issuer," "Sprint," "us," "we" and "our" refer to Sprint Nextel Corporation and its consolidated subsidiaries.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of Exchange Notes. The letter of transmittal accompanying this prospectus
states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where the
Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have

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agreed that, for a period ending on the earlier of (i) 180 days from the date on which the registration statement of which this
prospectus forms a part is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus
in connection with market-making or other trading activities, we will make this prospectus available to any broker-dealer for use in
connection with these resales. See "Plan of Distribution."

TRADEMARKS, SERVICE MARKS AND COPYRIGHTS
We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business.
In addition, our names, logos and website names and addresses are our service marks or trademarks. Other trademarks, service marks
and trade names appearing in this prospectus are the property of their respective owners. Some of the trademarks we own or have the
right to use include the Sprint name. We also own or have the rights to copyrights that protect the content of our products. Solely for
convenience, the trademarks, service marks, tradenames and copyrights referred to in this prospectus are listed without the ©,® and TM
symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these
trademarks, service marks and tradenames.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein may contain forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, or the "Exchange Act." They can be
identified by the use of forward-looking words, such as "may," "could," "should," "estimate," "project," "forecast," "intend,"
"expect," "anticipate," "believe," "target," "plan," "providing guidance" or other comparable words, or by discussions of strategy
that may involve risks and uncertainties. We caution you that these forward-looking statements are only predictions, which are subject
to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Some
factors that could cause actual results to differ include:

· our ability to retain and attract subscribers;

· the ability of our competitors to offer products and services at lower prices due to lower cost structures;

· the effects of vigorous competition on a highly penetrated market, including the impact of competition on the price we are
able to charge subscribers for services and equipment we provide and our ability to retain existing subscribers and attract
new subscribers; the impact of equipment net subsidy costs; the impact of increased purchase commitments; the overall

demand for our service offerings, including the impact of decisions of new or existing subscribers between our postpaid
and prepaid services offerings and between our two network platforms; and the impact of new, emerging and competing
technologies on our business;

· the ability to generate sufficient cash flow to fully implement our network modernization plan, Network Vision, to improve

and enhance our networks and service offerings, improve our operating margins, implement our business strategies and
provide competitive new technologies;

· the effective implementation of Network Vision, including timing, execution, technologies, and costs;

· our ability to retain Nextel platform subscribers on the Sprint platform and mitigate related increases in churn;

· our ability to access additional spectrum, including through spectrum hosting arrangements;

· changes in available technology and the effects of such changes, including product substitutions and deployment costs;

· our ability to obtain additional financing on terms acceptable to us, or at all;

· volatility in the trading price of our common stock, current economic conditions and our ability to access capital;

· the impact of unrelated parties not meeting our business requirements, including a significant adverse change in the ability

or willingness of such parties to provide devices or infrastructure equipment for our networks;

· the costs and business risks associated with providing new services and entering new geographic markets;

· the financial performance of Clearwire Corporation and its subsidiary Clearwire Communications LLC, which we refer to

together as "Clearwire," and its ability to fund, build, operate, and maintain its fourth generation network, including a Long
Term Evolution (LTE) network;

· our ability to access Clearwire's spectrum capacity;

· the compatibility of Sprint's LTE network with Clearwire's LTE network;

· the effects of mergers and consolidations and new entrants in the communications industry and unexpected announcements

or developments from others in the communications industry;

· unexpected results of litigation filed against us or our suppliers or vendors;

· the impact of adverse network performance;

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· the costs or potential customer impacts of compliance with regulatory mandates including, but not limited to, compliance

with the Federal Communications Commission's report and order to reconfigure the 800 MHz band;

· equipment failure, natural disasters, terrorist acts or other breaches of network or information technology security;

· one or more of the markets in which we compete being impacted by changes in political, economic or other factors such as

monetary policy, legal and regulatory changes, or other external factors over which we have no control; and

· other risks referenced from time to time in our filings with the SEC.
We specifically disclaim any obligation to update any factors or publicly announce the results of revisions to any of the forward-
looking statements included in this prospectus, including the information incorporated by reference, to reflect future events or
developments.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any
of this information at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
(800) SEC-0330 for further information on the public reference room. The SEC also maintains an Internet website that contains
reports, proxy statements and other information regarding issuers, including us, who file electronically with the SEC. The address of
that site is www.sec.gov.
Our SEC filings are also available at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005. Our SEC filings are also available on our website at www.sprint.com, although the information on, or connected to, our
website is expressly not incorporated by reference into, and does not constitute a part of, this prospectus.
This prospectus contains summaries of provisions contained in some of the documents discussed in this prospectus, but
reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual
documents. If any contract, agreement or other document referenced herein has been filed or incorporated by reference as an exhibit to
a document incorporated by reference herein, you should read the exhibit for a more complete understanding of the document or
matter involved. Do not rely on or assume the accuracy of any representation or warranty in any agreement that we have filed or
incorporated by reference as an exhibit to any of our SEC filings because such representation or warranty may be subject to
exceptions and qualifications contained in separate disclosure schedules, may have been included in such agreement for the purpose
of allocating risk between the parties to the particular transaction, and may no longer continue to be true as of any given date.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We have incorporated by reference information into this prospectus. We will make those documents available to you without
charge upon your oral or written request. Requests for those documents should be directed to Sprint Nextel Corporation, 6200 Sprint
Parkway, Overland Park, Kansas 66251, Attention: Investor Relations, telephone: (800) 259-3755.
This prospectus incorporates by reference the following documents that we have filed with the SEC but have not included or
delivered with this prospectus:

· Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed on February 27, 2012;

· Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed on May 3, 2012; and

· Current Reports on Form 8-K filed on February 13, 2012, February 27, 2012, February 28, 2012, March 1, 2012, May 4,

2012 and May 18, 2012 and Current Reports on Form 8-K/A filed on February 28, 2012.
We are also incorporating by reference additional documents we may file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, after the date of this prospectus until the Exchange Offer has been completed, other than any portion of the respective
filings furnished, rather than filed, under the applicable SEC rules. This additional information is a part of this prospectus from the
date of filing of those documents.
Any statements made in this prospectus or in a document incorporated or deemed to be incorporated by reference into this
prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or in any other
subsequently filed document which is also incorporated or deemed to be incorporated into this prospectus modifies or supersedes the
statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of
this prospectus or the accompanying prospectus.
The information relating to us contained in this prospectus should be read together with the information in the documents
incorporated by reference.

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SUMMARY
This summary highlights information contained elsewhere in or incorporated by reference into this prospectus. This
summary does not contain all of the information that you should consider in making your investment decision. You should
read the following summary together with the entire prospectus, including the more detailed information regarding our
Company, the Exchange Notes (as defined below) and the consolidated financial statements and the related notes
incorporated by reference into this prospectus. You should also carefully consider, among other things, the matters discussed
in the section entitled "Risk Factors" in this prospectus before making an investment decision. Some of the statements in this
prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements."
Company Overview
Sprint Nextel Corporation, including its subsidiaries, is a 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, government subscribers, and resellers.
We are the third largest wireless communications company in the United States based on wireless revenue, one of the largest
providers of wireline long distance services and one of the largest carriers of Internet traffic in the nation. Our services are
provided through our ownership of extensive wireless networks, an all-digital global long distance network and a Tier 1 Internet
backbone. We offer wireless and wireline voice and data transmission services to subscribers in all 50 states, Puerto Rico and
the U.S. Virgin Islands under the Sprint corporate brand, which includes our retail brands of Sprint®, Nextel®, Boost Mobile®,
Virgin Mobile®, and Assurance WirelessTM on networks that utilize third generation (3G) code division multiple access
(CDMA), integrated Digital Enhanced Network (iDEN), or Internet protocol (IP) technologies. We also offer fourth generation
(4G) services utilizing Worldwide Interoperability for Microwave Access (WiMAX) technology through our mobile virtual
network operator (MVNO) wholesale relationship with Clearwire Corporation and its subsidiary Clearwire Communications
LLC, which we refer to together as "Clearwire," and, in October 2011, we announced our intention to deploy Long Term
Evolution (LTE) technology as part of our network modernization plan, Network Vision. We utilize these networks to offer our
wireless and wireline subscribers differentiated products and services whether through the use of a single network or a
combination of these networks. We offer wireless services on a postpaid and prepaid payment basis to retail subscribers and also
on a wholesale and affiliate basis, which includes the sale of wireless services that utilize the Sprint network but are sold under
the wholesaler's brand. We provide a broad suite of wireline voice and data communications services to other communications
companies and targeted business and consumer subscribers. In addition, we provide voice, data and IP communication services to
our Wireless segment, and IP and other services to cable Multiple System Operators (MSOs). Cable MSOs resell our local and
long distance services and use our back office systems and network assets in support of their telephone service provided over
cable facilities primarily to residential end-user subscribers. We are one of the nation's largest providers of long distance
services and operate all-digital global long distance and Tier 1 IP networks.
Corporate Information
Sprint Nextel Corporation, incorporated in 1938 under the laws of Kansas, is mainly a holding company, with its operations
primarily conducted by its subsidiaries. Our executive offices are located at 6200 Sprint Parkway, Overland Park, Kansas 66251,
and our telephone number at that location is (800) 829-0965. Our website address is www.sprint.com. The information on, or
connected to, our website is expressly not incorporated by reference into, and does not constitute part of, this prospectus.

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The Exchange Offer
The Exchange Offer
We are offering to exchange up to (i) $1,000,000,000 aggregate principal amount
of our registered 11.500% Notes due 2021, which we refer to as the "New 2021
Notes," for an equal principal amount of our outstanding restricted 11.500% Notes
due 2021, which we refer to as the "Original 2021 Notes," that were issued on
November 9, 2011 and (ii) $1,000,000,000 aggregate principal amount of our
registered 9.125% Notes due 2017, which we refer to as the "New 2017 Notes,"
and, together with the New 2021 Notes, the "Exchange Notes," for an equal
principal amount of our outstanding restricted 9.125% Notes due 2017, which we
refer to as the "Original 2017 Notes," and, together with the Original 2021 Notes,
the "Original Notes," that were issued on March 1, 2012. The terms of each series
of Exchange Notes are identical in all material respects to those of the
corresponding series of Original Notes, except for transfer restrictions and
registration rights and related special interest provisions relating to the Original
Notes. Each series of Exchange Notes will be of the same class as the
corresponding series of outstanding Original Notes. Holders of Original Notes do
not have any appraisal or dissenters' rights in connection with the Exchange Offer.
Purpose of the Exchange Offer
The Exchange Notes are being offered to satisfy our obligations under the
respective registration rights agreements entered into at the time we issued and
sold the Original 2021 Notes and the Original 2017 Notes.
Expiration Date; withdrawal of tenders;
return of Original Notes not accepted
for exchange
The Exchange Offer will expire at 9:00 a.m., New York City time, on August 1,
2012, or on a later date and time to which we extend it. We refer to such time and
date as the "Expiration Date." Tenders of Original Notes in the Exchange Offer
may be withdrawn at any time prior to the Expiration Date. We will exchange the
Exchange Notes for validly tendered Original Notes promptly following the
Expiration Date. Any Original Notes that are not accepted for exchange for any
reason will be returned by us, at our expense, to the tendering holder promptly
after the expiration or termination of the Exchange Offer.
Procedures for tendering Original Notes

Each holder of Original Notes wishing to participate in the Exchange Offer must
follow procedures of DTC's Automated Tender Offer Program, or "ATOP," subject
to the terms and procedures of that program. The ATOP procedures require that the
exchange agent receive, prior to the Expiration Date, a computer-generated
message known as an "agent's message" that is transmitted through ATOP and that
DTC confirm that:
· DTC has received instructions to exchange your Original Notes; and
· you agree to be bound by the terms of the letter of transmittal.

See "The Exchange Offer--Procedures for Tendering Original Notes."
Consequences of failure to exchange the

Original Notes
You will continue to hold Original Notes, which will remain subject to their
existing transfer restrictions if you do not validly tender your Original Notes or
you tender your Original Notes and they are not accepted for exchange. With some
limited exceptions, we will have no obligation to register the Original Notes after
we consummate the Exchange Offer. See "The Exchange Offer--Terms of the
Exchange Offer" and "The Exchange Offer--Consequences of Failure To
Exchange."

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Conditions to the Exchange Offer
The Exchange Offer is not conditioned upon any minimum aggregate principal
amount of Original Notes of either series being tendered or accepted for exchange.
The Exchange Offer is subject to customary conditions, which may be waived by
us in our discretion. We currently expect that all of the conditions will be satisfied
and that no waivers will be necessary.
Exchange agent
The Bank of New York Mellon Trust Company, N.A.
Certain United States federal income tax

considerations
Your exchange of an Original Note for an Exchange Note of the corresponding
series will not constitute a taxable exchange. The exchange will not result in
taxable income, gain or loss being recognized by you or by us. Immediately after
the exchange, you will have the same adjusted basis and holding period in each
Exchange Note received as you had immediately prior to the exchange in the
corresponding Original Note surrendered. See "Certain United States Federal
Income Tax Considerations."
Risk factors
You should consider carefully the risk factors beginning on page 9 of this
prospectus before deciding whether to participate in the Exchange Offer.

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The Exchange Notes
The following is a brief summary of the principal terms of the Exchange Notes. The terms of each series of Exchange
Notes are identical in all material respects to those of the corresponding series of Original Notes, except that the transfer
restrictions and registration rights and related special interest provisions relating to the Original Notes will not apply to the
Exchange Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. For
a more complete description of the terms of the Exchange Notes, see "Description of the Notes."
The New 2021 Notes

Issuer
Sprint Nextel Corporation
Securities offered
$1,000,000,000 aggregate principal amount of 11.500% Notes due 2021. The New
2021 Notes offered hereby will be of the same class as the Original 2021 Notes.
Maturity date
The New 2021 Notes will mature on November 15, 2021.
Interest payment dates
May 15 and November 15, commencing May 15, 2012.
Optional redemption
The New 2021 Notes will be redeemable, from time to time, as a whole or in part,
at our option, at a redemption price equal to the greater of 100% of the principal
amount of the New 2021 Notes to be redeemed, and the sum of the present values
of the remaining scheduled payments of principal and interest that would be due
but for the redemption, discounted to the redemption date, on a semi-annual basis,
assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate
(as defined in "Description of the Notes--The 2021 Notes--Optional
redemption"), plus 50 basis points; plus, in each case, accrued interest to the date
of redemption that has not been paid. See "Description of the Notes--The
2021 Notes--Optional redemption."
Repurchase of New 2021 Notes upon a

change of control triggering event
The occurrence of a change of control, together with a ratings decline, will be a
triggering event requiring us to offer to purchase from you all or a portion of your
New 2021 Notes at a price equal to 101% of their aggregate principal amount,
together with accrued and unpaid interest, if any, up to but excluding the date of
repurchase.
Ranking
The New 2021 Notes will be our general unsecured senior obligations and will:
· rank equally with our other senior unsecured indebtedness;
· be structurally subordinated to all existing and future indebtedness and other
liabilities (including trade payables) of our subsidiaries, including any
subsidiary guarantee of our credit facilities, our 9.000% guaranteed notes
due 2018 and our 7.000% guaranteed notes due 2020; and
· be effectively subordinated to all secured indebtedness to the extent of the

value of the assets securing such debt.

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