Obligation Sprint Nextel Corp 6% ( US852061AS99 ) en USD

Sprint Nextel Corp

99.87 % ▼

Etats-unis

US852061AS99 ( en USD )

6% par an ( paiement semestriel )

14/11/2022 - Obligation échue

Prospectus brochure de l'obligation Sprint Nextel Corp US852061AS99 en USD 6%, échue

2 000 USD

2 280 000 000 USD

852061AS9

BB ( Spéculatif )

B1 ( Très spéculatif )

L'Obligation émise par Sprint Nextel Corp ( Etats-unis ) , en USD, avec le code ISIN US852061AS99, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2022

L'Obligation émise par Sprint Nextel Corp ( Etats-unis ) , en USD, avec le code ISIN US852061AS99, 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 US852061AS99, 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)(5)
Registration No. 333-171301
CALCULATION OF REGISTRATION FEE

Proposed
Proposed Maximum
Maximum Offering
Aggregate Offering
Amount of
Title of Each Class of Securities to be Registered

Amount to be Registered
Price Per Unit

Price

Registration Fee(1)
6.000% Notes due 2022

$2,280,000,000

100.00%

$2,280,000,000

$310,992.00

(1) Calculated in accordance with Rule 457(r) and relates to the Registration Statement on Form S-3 (No. 333-171301) filed by Sprint Nextel Corporation on December 20,
2010.
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PROSPECTUS SUPPLEMENT
(To prospectus dated December 20, 2010)

We are offering $2,280,000,000 aggregate principal amount of 6.000% Notes due 2022, which we refer to as the notes. We will pay interest on the notes on May 15
and November 15 of each year, beginning May 15, 2013. The notes will mature on November 15, 2022. We may redeem some or all of the notes at any time and from time to time
at the redemption price described in this prospectus supplement under "Description of Notes--Optional redemption." If a change of control triggering event as described in this
prospectus supplement under the heading "Description of Notes--Repurchase of notes upon a Change of Control Triggering Event" occurs, we will be required to offer to purchase
the notes in cash from the holders at a price equal to 101% of their aggregate principal amount, plus accrued but unpaid interest to, but not including, the date of repurchase.
The notes will be general unsecured senior obligations and rank equally with our existing and future unsecured senior indebtedness. The notes will be effectively
subordinated to the indebtedness (including guarantees) and other liabilities (including trade payables) of our subsidiaries, as well as our secured indebtedness to the extent of the
value of the assets securing such debt.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-3 of this prospectus supplement.

Per Note
Total

Public offering price (1)

100.00%
$ 2,280,000,000
Underwriting discount

1.50%

$
34,200,000
Proceeds, before expenses, to us (1)

98.50%

$ 2,245,800,000
(1) Plus accrued interest from November 14, 2012, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including
Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about November 14, 2012.

Joint Book-Running Managers

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BofA Merrill Lynch

Barclays
Citigroup

Deutsche Bank Securities

Goldman, Sachs & Co.

J.P. Morgan

Senior Co-Managers

Credit Suisse

Scotiabank

Wells Fargo Securities

Co-Manager
The Williams Capital Group, L.P.

The date of this prospectus supplement is November 8, 2012.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
WHERE YOU CAN FIND MORE INFORMATION

S-ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

S-iv
SUMMARY OF THE OFFERING

S-1

RISK FACTORS

S-3

RATIO OF EARNINGS TO FIXED CHARGES

S-20
USE OF PROCEEDS

S-21
DESCRIPTION OF NOTES

S-22
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

S-35
UNDERWRITING

S-40
EXPERTS

S-45
LEGAL MATTERS

S-45
PROSPECTUS

Page
WHERE YOU CAN FIND MORE INFORMATION

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

2

ABOUT SPRINT NEXTEL CORPORATION

3

RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

4

USE OF PROCEEDS

5

DESCRIPTION OF SPRINT COMMON STOCK

5

DESCRIPTION OF SPRINT PREFERRED STOCK

12
DESCRIPTION OF DEPOSITARY SHARES

12
DESCRIPTION OF DEBT SECURITIES

15
DESCRIPTION OF WARRANTS

26
DESCRIPTION OF PURCHASE CONTRACTS

27
DESCRIPTION OF UNITS

28
EXPERTS

28
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part, the accompanying
prospectus, gives more general information, some of which may not apply to this offering. You should read the entire prospectus supplement, as well as the accompanying
prospectus and the documents incorporated by reference that are described under "Where You Can Find More Information" in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, and the
underwriters have not, authorized any other person to provide you with different information. We are not, and the underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference is accurate only as of the respective dates of those documents in which the information is contained. Our business, financial condition, results
of operations and prospects may have changed since those dates.
Unless otherwise specified or unless the context requires otherwise, all references in this prospectus supplement to "Sprint," "we," "us," "our" or similar references
mean Sprint Nextel Corporation and its consolidated subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
Available Information
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (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 (the "NYSE"), 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 supplement or the accompanying prospectus.
This prospectus supplement and the accompanying prospectus contain summaries of provisions contained in some of the documents discussed in this prospectus
supplement, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by reference to the actual documents.
Copies of certain of the documents referred to in this prospectus supplement have been filed with or are incorporated by reference as exhibits to the registration statement of which
this prospectus supplement and the accompanying prospectus are a part. If any contract, agreement or other document is filed or incorporated by reference as an exhibit to the
registration statement, 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 the registration statement 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 Documents by Reference
The SEC allows us to incorporate by reference information into this prospectus supplement. This means we can disclose information to you by referring you to another
document we filed with the SEC. 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 supplement incorporates by reference the following documents that we have filed with the SEC but have not included or delivered with this
prospectus supplement and the accompanying prospectus:

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

Y
Quarterly reports on Form 10-Q for the quarters ended March 31, 2012, filed on May 3, 2012, June 30, 2012, filed on August 2, 2012, and September 30, 2012,

filed on November 7, 2012; and

Y
Current reports on Form 8-K filed on February 13, 2012, February 27, 2012 (two reports filed), February 28, 2012, March 1, 2012, May 4, 2012, May 18,

2012, August 8, 2012, August 14, 2012 and October 15, 2012 (Film Number 121144492) and Form 8-K/A filed on February 28, 2012 (two reports filed) and
October 4, 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 Securities Exchange Act of 1934 (the
"Exchange Act") after the date of this prospectus supplement until the offering of the securities covered by this prospectus supplement 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 supplement from the date of filing of those
documents.
Any statements made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference into this prospectus supplement or the
accompanying prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus supplement or in any other subsequently filed
document which is also incorporated or deemed to be incorporated into this prospectus supplement or the accompanying 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 supplement or the accompanying prospectus.
The information relating to us contained in this prospectus supplement or the accompanying prospectus should be read together with the information in the documents
incorporated by reference.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the Exchange Act. They can be identified by the use of forward-looking
words, such as "may," "could," "estimate," "project," "forecast," "intend," "expect," "believe," "target," "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:

Y
our ability to retain and attract subscribers;

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

Y
The uncertainties related to our proposed transaction with SOFTBANK CORP. and certain of its wholly-owned subsidiaries (together, "SoftBank");

Y
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;

Y
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;

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

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

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

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

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

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

Y
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;

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

Y
the financial performance of Clearwire Corporation and its subsidiary Clearwire Communications LLC (together, "Clearwire") and its ability to fund, build,

operate, and maintain its fourth generation (4G) network, including a Long Term Evolution (LTE) network;

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Y
our ability to access Clearwire's spectrum capacity;

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

Y
the effects of mergers and consolidations and new entrants in the communications industry and unexpected announcements or developments from others in the

communications industry;

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

Y
the impact of adverse network performance;

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

Commission's (FCC) Report and Order to reconfigure the 800 MHz band (Report and Order);

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

Y
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

Y
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 supplement or the accompanying prospectus, including the information incorporated by reference, to reflect future events or developments.

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SUMMARY OF THE OFFERING
The following summary contains basic information about the notes and is not intended to be complete. For a more complete understanding of the notes,
please refer to the sections entitled "Description of Notes" in this prospectus supplement and "Description of Debt Securities" in the accompanying prospectus.

Issuer

Sprint Nextel Corporation
Securities Offered

$2,280,000,000 aggregate principal amount of 6.000% Notes due 2022.
Maturity

The notes will mature on November 15, 2022.
Interest Rate

The notes will bear interest at 6.000% per annum.
Interest Payment Dates

Each May 15 and November 15, commencing May 15, 2013. Interest will accrue from November 14, 2012.
Ranking
The notes will be our general unsecured senior obligations and will:

· rank equally with our other unsecured senior indebtedness;

· be structurally subordinated to all existing and future indebtedness and other liabilities (including trade
payables) of our subsidiaries, including the secured equipment credit facility and the subsidiary guarantees
of our existing revolving credit facility, our loan agreement with Export Development Canada, which we
refer to as our EDC loan, 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.
Optional Redemption
The 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 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 Notes--Optional redemption"), plus 50
basis points; plus accrued interest to the date of redemption that has not been paid. See "Description of

Notes--Optional redemption."
Repurchase of notes upon a Change of Control
Triggering Event
The occurrence of a Change of Control (as defined in "Description of Notes--Repurchase of notes upon a
Change of Control Triggering Event"), together with a Ratings Decline (as defined in "Description of Notes--
Repurchase of notes upon a Change of Control Triggering Event"), will be a triggering event requiring us to

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