CONFIDENTIAL
November 10, 2007
STRICTLY CONFIDENTIAL
Board of Directors
c/o Mr. James Hance, Chairman
Sprint Nextel Corporation
2001 Edmund Halley Drive
Reston, VA 20191
Dear Jim:
We are writing to follow up on Tim Donahue’s letter of November 4 and to provide details about a
proposal for Sprint Nextel (the “Company”) that we believe you will find compelling.
SK Telecom (“SKT”), Providence Equity Partners and a group of experienced wireless executives
led by Tim Donahue have formed a consortium (“the Consortium”) which is prepared to work with
the Board to enhance significantly Sprint Nextel’s shareholder value. Our Consortium has
committed significant time and effort to reviewing the Company and we understand the key
operational and strategic issues facing Sprint Nextel, as well as the Company’s long-term
potential.
Sprint Nextel competes in an industry that is dominated by two large operators with tremendous
resources and that is characterized by a slowing rate of growth. In order to compete effectively in
the current environment and to maximize shareholder value, the Company needs to be a best-in-
class operator with a differentiated service offering. The upside to shareholders of achieving
best-in-class status is considerable, and the incredible assets within Sprint Nextel make this goal
eminently achievable. However, returning Sprint Nextel to strength will not be an easy task. We
believe that our proposal provides Sprint Nextel and its shareholders with a unique combination
of benefits versus other potential alternatives. In particular, our proposal provides considerable
advantages in terms of a broad and deep wireless management team, invaluable assistance from
a global wireless leader in the areas that are key to Sprint Nextel’s future profitability (including
growing data services revenue, network optimization, and technology evolution), significant
capital to provide full flexibility to exploit a broad array of growth opportunities, and the
perspective and credibility of an accomplished private equity investor with significant wireless
experience.
We are prepared to invest $5.0 billion, and potentially substantially more, in new equity in Sprint
Nextel to support Tim Donahue as the new Chief Executive Officer of the Company. The $5.0
billion investment would be in the form of a convertible preferred security on standard terms,
including a conversion price of 20% above the current market and a non-cash dividend of 3-4%.
In addition to our capital investment, we would anticipate being actively engaged at the Board
level, with representatives of SKT and Providence joining the Board of Directors. We are highly
motivated to complete a transaction and could move very quickly, should this proposal be of
interest to Sprint Nextel’s Board.
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Broad and deep management team
As CEO of Sprint Nextel, Tim Donahue’s focus would be to bring together the best possible
management team, including both members of the current management group and new
additions. We have assembled, and would propose for your consideration, a core team of
executives with proven track records in the wireless industry distinguished by significant
experience in customer care management, network operation, technology development,
marketing, sales and distribution. This core team would work with the existing Sprint Nextel
management to create a cohesive “best in class” management group across all areas of the
Company. Compared to bringing in an executive new to the Company, we believe Tim’s history
with Sprint Nextel and his decades of wireless experience would greatly facilitate the rapid
development of a fully informed, appropriately focused and comprehensive plan to address the
key operating challenges facing the Company, and contribute to ensuring its expeditious and
effective implementation.
Value-added strategic partner
The largest member of the $70 billion SK Group, SKT is one of the leading CDMA operators in
the world with over 20 million post-paid subscribers. SKT currently has approximately 50%
market share in Korea and pioneered the commercialization of CDMA, EVDO, HSDPA and
mobile WiMax. Outside its home market, SKT has also developed strategic CDMA alliances
through investments including China Unicom, one of the world’s largest CDMA operators with
over 37 million customers, S-Fone in Vietnam, and Helio in the United States. SKT is interested
in establishing a long-term strategic relationship with Sprint Nextel and has the capability and
experience to add value to the Company beyond its significant capital investment. Specifically,
we believe that with its technology / service leadership and operational expertise, SKT can assist
the management team at Sprint Nextel in the following ways:
Growing data service revenues
Through aggressive marketing, product development programs, and strategic content
distribution agreements, SKT is currently a global leader in wireless data services, which
represent 28% of its service revenues. This data ARPU contribution, over 50% of which is
non-SMS, is one of the highest in the world and is far superior to what any US operator has
been able to achieve to date. In addition, SKT is a leader in integrating Internet services with
wireless services. For example, SKT deployed the world’s first mobile instant messaging
service and, through Helio, introduced new innovative services such as Google Map and
Mobile Facebook. It has also been successful in deploying CyWorld, an online and mobile
social networking service with over 20 million wireless subscribers and introduced years
ahead of Facebook. With this wealth of experience, we believe that SKT could assist the
Company with the development of its own next generation wireless data services.
Introducing differentiated handsets at attractive cost
SKT introduced 55 new CDMA handsets in 2006. It was also the first operator in the world to
introduce trend-setting handsets such as the Samsung Slim Folder, the LG Chocolate phone,
the LG Shine phone, and the dual-slide Ocean phone, currently available at Helio. Through
its strategic relationships with leading handset manufacturers such as Samsung, LG and
Motorola, SKT can help increase handset diversity and exclusivity at Sprint Nextel. Joint
development of applications can also improve the sell-through of value added services. With
increased bargaining power due to coordinated procurement with SKT and China Unicom
(which with Sprint Nextel would represent approximately 25% of the global CDMA subscriber
base), the Company could also enjoy more attractive unit economics.
Optimizing network performance and capital efficiency
SKT delivers to its customers in Korea the world’s best call quality through a combination of
proprietary solutions in network management / optimization and efficient network deployment.
SKT has already collaborated with both China Unicom and S-Fone to improve dramatically
network quality in major markets in both China and Vietnam. We believe that a strategic
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relationship between SKT and Sprint Nextel could enable two of the most technologically
advanced operators in the world to share solutions and to ensure best-in-class network
performance while minimizing capital intensity.
Developing and deploying wireless broadband
SKT has already successfully deployed mobile WiMax in the 2.3 GHz band in Korea and
pioneered the commercialization of mobile wireless broadband data services. In addition,
SKT currently runs a HSDPA data network which may bridge the technology transition to a
LTE network deployment. With a strategic relationship, Sprint Nextel would be able to
leverage SKT’s experience in WiMAX deployment, commercialization endeavors, and future
technology roadmap strategies.
Enhancing capabilities in targeted marketing
SKT has been very successful in attracting and maintaining a strong subscriber base through
targeted marketing programs and retention applications. As a result, SKT enjoys the lowest
churn in Korea. While the Korean and US markets are different, SKT believes that there may
be opportunities to consult and cooperate in developing innovative marketing initiatives and
related tariff packages and distribution channel strategies. SKT has been involved in similar
efforts and pilot tests with China Unicom.
A partnership between SKT and Sprint Nextel would be mutually beneficial in uniting two of the
global wireless leaders in technology and data services. We believe that SKT’s contributions
could accelerate the speed of execution and improve the effectiveness of management’s
comprehensive plan to address the key operating challenges in the business – leading to a
substantial increase in shareholder value.
Experienced private equity investor
Providence Equity Partners (“Providence”) is the world’s leading specialized private equity firm,
with $20 billion of capital under management. Providence is currently investing a $12 billion fund,
and will shortly close (in partnership with Ontario Teachers Pension Plan) the largest leveraged
buyout in history, Bell Canada (another CDMA operator). A cornerstone of the firm’s success has
been wireless, with 19 different investments to date. Since its founding, Providence has been
one of the largest investors in wireless and wireline telecommunications, including VoiceStream
(now T-Mobile), Western Wireless (now Alltel), Idea Cellular (Indian wireless), eircom (Irish PTT),
and TDC (Danish PTT). Providence has also invested in numerous market-leading media
companies, including Univision Communications, Metro-Goldwyn-Mayer, and Warner Music.
Providence can support Sprint Nextel through active Board involvement and providing guidance
on strategic, financial and operating issues.
We believe that Providence’s investment will signal to the public market that Sprint Nextel
represents a compelling opportunity and that the Company will be committed to core private
equity principles regarding return on capital. Given the many strategic issues ahead of Sprint
Nextel, there are significant questions relating to the deployment of capital to fund various
initiatives. One of the benefits of Providence’s participation in this group is its long-term
perspective and its discipline in evaluating each investment on a rigorous return-on-investment
basis. In addition, as Sprint Nextel embarks on its transformation, the ability to optimize the
Company’s capital structure at certain points in time will be critical, and will be a key focus of
Providence.
Equity investment provides strategic flexibility
Sprint Nextel’s primary competitors, AT&T and Verizon, have market values of $240 billion and
$125 billion, respectively, with almost unlimited access to capital. In the evolving world of
wireless, and in particular with the exciting, but capital intensive, wireless broadband opportunity
in front of us, we believe that Sprint Nextel’s growth should be pursued with the advantage of
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abundant capital. With the investment proposed by our Consortium, the Company will have full
flexibility to pursue its growth opportunities aggressively.
We believe our Consortium brings to Sprint Nextel more than a deep wireless management team,
a strategic relationship with a leading global wireless operator, significant strategic capital, and
the public market sponsorship of an accomplished private equity investor. Based on the work we
have completed to date and our historical experience working with other global wireless
operators, we believe we bring substantial value to the Company from day one. While
management’s plan to address the key operating challenges facing the Company will take time to
execute, our analysis confirms significant near-term value creation from quantifiable synergies
such as joint purchasing of handsets and network infrastructure and through cooperation in
network optimization.
We are submitting this proposal on the strict understanding that you and Sprint Nextel shall keep
it and any discussions arising from it strictly confidential. This letter is not intended to be and
does not constitute a legally binding obligation of any party hereto, with no legally binding
obligations created unless and until definitive written agreements are executed by all parties.
As a next step, we would like to be given the opportunity to address the Board of Directors at your
earliest convenience, to discuss our proposal in further detail. Should you find our proposal as
compelling as we believe it is, we will commit the internal and external resources necessary to
conclude our confirmatory due diligence process quickly. With adequate access to management
and the data required, we believe we can conclude our work and sign a definitive agreement
within 10 business days. We are very excited about the future prospects of Sprint Nextel and
would welcome the opportunity to work together with the Board. We believe that by doing so, we
can re-invigorate Sprint Nextel and create significant and sustainable shareholder value.
We look forward to hearing from you and can be reached at the numbers below.
Best regards,
Julie G. Richardson
Senior Vice President Managing Director
SK Telecom Providence Equity Partners Inc.