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1 BEFORE THE MISSISSIPPI PUBLIC SERVICE COMMISSION In the Matter of: Joint Application for Approval of ) The Indirect Transfer of Control of ) Docket No UA-403 Sprint Communications Company L.P. to ) Starburst II ) ORDER Sprint Communications Company L.P. ("Sprint Communications")' and Starburst II, Inc. ("Starburst II")2 filed a Joint Application requesting authority from the Commission to effectuate a transaction under which Starburst II will become the direct parent of Sprint Nextel Corporation ("Sprint") and indirect parent of Sprint Communications and by which SOFTBANK CORP. ("SoftBank") will, through its newly formed affiliate Starburst I, Inc. ("Starburst I"), invest $20.1billion in Sprint and indirectly acquire approximately 70 percent of the shares of Sprint. The Commission, being fully apprised in the premises and having considered the documents, pre-filed testimony and the record before it, as authorized by law, and after the Public Utilities Staff ("Staff") having investigated the matter and having no objection thereto and upon the Staffs recommendation, finds as follows: 1. The Commission has jurisdictionto enter this Order and the entry hereof is in the public interest. 2. Due and proper notice of the Application was given to all interested parties as required by law and the Commission's Public Utility Rules of Practice and Procedure. ' Sprint Communications is a wholly-owned indirect subsidiary of Sprint Nextel Corporation ("Sprint"). 2 Starburst II ultimately is owned and controlled by SoftBank.

2 c 3. No protest, objection or other pleading contesting the granting of the requested relief is before the Commission. 4. Sprint Communications is a Delaware limited partnership with a principal business office at 6200 Sprint Parkway, Overland Park, Kansas Sprint Communications is authorized by the Commission to provide telecommunications services in Mississippi." Sprint Communications is an indirect wholly-owned subsidiary of Sprint. Sprint is a publicly traded Kansas corporation with a principal business office at 6200 Sprint Parkway, Overland Park, Kansas Because the proposed transaction is at the parent holding company level only, Sprint Communications and the other Sprint subsidiaries operating in Mississippi will continue to be indirect wholly-owned subsidiaries of Sprint, and will not be directly affected by the transaction described herein. Further, there will be no transfer of the operating authority held by Sprint Communications. Accordingly, the proposed transaction will be seamless to customers. 6. Starburst II is a newly-formed Delaware corporation that will hold all shares of Sprint at closing. Starburst II will be renamed Sprint Corporation. Starburst II's principal offices are located at 38 Glen Avenue, Newton, Massachusetts At this time, Starburst II does not provide telecommunications services or hold any telecommunications licenses. As 3 See MPSC Docket No. 96-UA-0323, In Re Application of Sprint Communication Company L.P. for a Certificate of Public Convenience and Necessity to Provide Local Exchange Telecommunications Services, Order (issued Feb. 4, 1997); MPSC Docket No. U-4631, In Re Petition of GTE Sprint Communications Corporation fora Certificate of Public Convenience and Necessity to Render Intrastate Telecommunications Services Within Mississippi tind for Approval ofa Proposed Tariff Order Approving in Part Petition for a Certificate of Public Convenience and Necessity (issued Nov. 26, 1985). In addition, Sprint's wireless subsidiary, Virgin Mobile USA, L.P., is designated by the Commission as an Eligible Telecommunications Carrier for the limited purpose of participating in the federal Lifeline program. See MPSC Docket No UA-118, In the Matter of Petition of Virgin Mobile USA, L.P. for Limited Designation as an Eligible Telecommunications Carrier, Order (issued Oct.25, 2010). Various Sprint subsidiaries also hold Federal Communications Commission ("FCC") licenses and authorizations. The Applicants have filed the appropriate applications with the FCC for approval of the indirect transfer of those licenses and authorizations. 2

3 discussed below, upon consummation of the proposed transaction, approximately 70 percent of Starburst II's common stock will be held, through a holding company, by SoftBank. 7. SoftBank is a publicly-traded holding company, organized and existing under the laws of Japan and headquartered in Tokyo, at Higashi-Shimbashi, Minato-ku, Tokyo Japan. SoftBank's wholly-owned subsidiary, SOFTBANK MOBILE Corp. ("SoftBank Mobile") is currently the third largest wireless carrier in Japan, with approximately 30.5 million wireless subscribers, giving it approximately 22 percent of the Japanese wireless market as of September 30, SoftBank Mobile generated wireless revenues of nearly $27.6 billion in fiscal year 2011, which ended on March 31, SoftBank also provides wireline broadband and telecommunications services in Japan through two wholly-owned subsidiaries, SOFTBANK BB Corp. ("SoftBank BB") and SOFTBANK TELECOM Corp. ("SoftBank Telecom"). SoftBank BB provides residential wireline broadband service to approximately 4.2 million customers in Japan, and SoftBank Telecom provides a direct connection voice service to approximately 1.7 million primarily corporate subscribers in Japan. 9. SoftBank holds no authorizations from the Commission and has no customers in Mississippi. SoftBank's only telecommunications interest in the United States is JAPAN TELECOM AMERICA, INC. ("JTA"), which is a wholly-owned subsidiary of SoftBank Telecom. Although JTA holds an international Section 214 authorization from the FCC, JTA provides only limited private line services to its sole customer, SoftBank Telecom, and has no U.S. customers. 10. On October 15, 2012, Sprint and SoftBank announced that they had entered into agreements that will result in SoftBank investing over $20 billion in Sprint and acquiring an 3

4 approximately 70 percent indirect interest in Sprint, with the remaining interest held by existing Sprint shareholders. Under the terms of the agreements, SoftBank formed a U.S. holding company, Starburst I, which is wholly owned by SoftBank. Starburst I formed another new wholly-owned subsidiary, Starburst II, which directly owns a third subsidiary, Starburst III, Inc. ("Merger Sub"). As part of the transaction, Sprint will merge with Merger Sub, with Sprint being the surviving entity, and Starburst I will have an approximately 70 percent interest in Starburst II. The remaining approximately 30 percent of Starburst II will be held by current Sprint shareholders. Starburst II will own 100 percent of the stock of Sprint and its subsidiaries.* 11. The proposed transaction is in the public interest. The proposed SoftBank/Sprint transaction will make Sprint a more effective competitor to Verizon and AT&T by providing Sprint the financial resources needed to accelerate and expand its broadband deployment in Mississippi and other parts of the country. The transaction is designed to enable Sprint to take advantage of an $8 billion capital infusion, scale efficiencies, and SoftBank's expertise and resources as a leading mobile Internet company to provide better, more innovative broadband services to consumers throughout the United States. Sprint's wireline operations will benefit from the improved balance sheet that will result from the capital infusion from SoftBank. This stronger financial foundation will allow Sprint to increase its network investment, accelerate its broadband deployment, and improve its coverage. 12. The Commission finds that the transaction is proposed in good faith, and that Starburst II is fit and able to acquire indirect stock control of Sprint Communications. IT IS, THEREFORE, ORDERED as follows: 4 As a result of the transaction, SoftBank, through Starburst I, will hold an indirect ownership approximately 70 percent of the stock of Starburst II, giving SoftBank indirect control over Sprint. interest in 4

5 1. The Joint Application in the above-styled and numbered cause is granted and the Commission hereby approves the acquisition by Starburst II of indirect stock control of Sprint Communications. 2. This Order shall be deemed issued on the day it is served upon the parties herein by the Executive Secretary of this Commission who shall note the service date in the file of this docket. Chairman Leonard Bentz voted ; Vice-Chairman Lynn Posey voted g; and Commissioner Brandon Presley voted DATED this the ay of //, MISSISSIPPI PUBLIC SERVICE COMMISSION Lynn o, Vice-Chairman B andon resley, issioner 5

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