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Rating Action:

Moody's downgrades Clearwire's exchangeable notes to B3

04 Apr 2017

New York, April 04, 2017 -- Moody's Investors Service, ("Moody's") has downgraded Clearwire Communications LLC's ("Clearwire") exchangeable notes to B3 following Sprint Corporation's ("Sprint") suspension of Clearwire's audited financial statements. Sprint has discontinued the publication of Clearwire's financials following the earlier repayment of Clearwire's secured notes in 2016, which resulted in the elimination of the disclosure requirement. The $629 million of exchangeable notes are unconditionally and irrevocably guaranteed by Sprint Corporation and Sprint Communications, Inc. ("SCI") Due to the suspension of financials, Moody's will have insufficient information to assess Clearwire's standalone credit worthiness. The B3 rating for Clearwire's exchangeable notes now reflects only the guarantees provided by Sprint and Moody's views the exchangeable notes as pari passu to Sprint's B3-rated senior unsecured notes. Moody's has also affirmed Sprint's B2 corporate family rating, B2-PD probability of default rating, Ba2 secured rating, B1 junior guaranteed rating, B3 unsecured rating and SGL-3 speculative grade liquidity rating. The outlook remains stable.

Moody's takes the following action:

Downgrades:

..Issuer: Clearwire Communications LLC

....Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD 5) from Ba3 (LGD 3)

Affirmations:

..Issuer: Sprint Capital Corporation

....Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD 5)

..Issuer: Sprint Communications, Inc.

....Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD 1)

....Senior Secured Regular Bond/Debenture, Affirmed Ba2 (LGD 1)

....Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD 5)

....Senior Unsecured Jr. Gtd. Regular Bond/Debenture, Affirmed B1 (LGD 3)

..Issuer: Sprint Corporation

.... Probability of Default Rating, Affirmed B2-PD

.... Speculative Grade Liquidity Rating, Affirmed SGL-3

.... Corporate Family Rating, Affirmed B2

....Multiple Seniority Shelf, Affirmed (P)B3

....Senior Unsecured Regular Bond/Debenture , Affirmed B3 (LGD 5)

Outlook Actions:

..Issuer: Clearwire Communications LLC

....Outlook, Remains Stable

..Issuer: Sprint Capital Corporation

....Outlook, Remains Stable

..Issuer: Sprint Communications, Inc.

....Outlook, Remains Stable

..Issuer: Sprint Corporation

....Outlook, Remains Stable

RATINGS RATIONALE

Sprint's B2 corporate family rating reflects Sprint's improved liquidity achieved through recent financing transactions that will fund its network modernization plan and address upcoming maturities, its improving operating performance, its ongoing cost reduction initiatives, and its valuable spectrum assets. These positives are offset by Sprint's moderately high leverage of approximately 5.5x (Moody's adjusted) as of December 31, 2016, intense competitive challenges and our projection for negative free cash flow (excluding cash realized from securitizations) through at least FY2017. The rating incorporates a one notch lift from our expectation that Sprint's parent company and majority shareholder, SoftBank Group Corp. ("SoftBank", Ba1 CFR, stable outlook) will seek to retain the viability of Sprint as a going concern.

The ratings for the debt instruments reflect both the overall probability of default of Sprint, to which Moody's assigns a PDR of B2-PD, and the loss given default assessments of individual debt instruments. The $6 billion senior secured credit facility at Sprint Communications, Inc. is rated Ba2 (LGD1). The three-notch lift from the B2 CFR reflects the structural seniority provided by the guarantees and the security over all tangible and intangible assets of Sprint and its operating subsidiaries.

Sprint Corp. and SCI's senior unsecured notes are rated B3 (LGD5) reflecting their junior-most position in the capital structure. The B3 (LGD5) unsecured rating for Sprint's subsidiaries Sprint Capital Corporation (SCC), reflects the guarantees from the parent on a senior unsecured basis. Clearwire's exchangeable notes are rated B3 (LGD5) and are supported by an irrevocable and unconditional guarantee from Sprint Corp. and SCI. Moody's loss-given-default estimate for Sprint's B3-rated unsecured notes positions them near the limit of the B3 rating. Additional subordination in the form of incremental senior debt or a reduction in the size of the unsecured class (which would reduce its loss absorption capacity) would likely result in a downgrade to Caa1. Our current loss-given-default estimate incorporates our assumption that Sprint will raise an additional $3.5 billion in spectrum ABS notes and repay existing debt as it matures in fiscal 2017 and 2018.

SCI's junior guaranteed unsecured notes are rated B1 (LGD3) reflecting seniority ahead of the senior unsecured notes of Sprint Corp, SCI and SCC and subordinate ranking to the senior secured credit facility and other senior liabilities.

Moody's ranks the secured lease guarantee associated with Sprint's wireless spectrum-backed notes (which will be granted security up to $3.5 billion), EDC term loans and receivables financing facilities pari passu to Sprint's senior secured credit facility.

The stable outlook reflects Sprint's improved operating profile and our view that its liquidity can address near term maturities and the cash needed to fund its business for the next 18 months.

Moody's could upgrade Sprint's ratings if the company is on track to achieve positive free cash flow and leverage (Moody's adjusted) approaches 5x. We define free cash flow as cash from operations less capex and we include handset financing needs as an operating cash flow.

Moody's could downgrade Sprint's ratings if leverage is sustained above 5.5x (Moody's adjusted) or if liquidity deteriorates. A downgrade could also result from a deterioration in Sprint's operating performance, which could include rising churn, weak subscriber trends or if Sprint introduces irrational price plans. Also, if Moody's believes that SoftBank's commitment to Sprint deteriorates, Sprint's ratings could be downgraded.

The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Mark Stodden
Senior Vice President
Corporate Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

John Diaz
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

No Related Data.
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