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HANNA& HANNA PLLC Attorneys at Law 1206 VIRGINIA STREET EAST, SUITE 201 CHARLESTON, W 25301 MAILING ADDRESS: TELEPHONE (304)342-1687 P

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HANNA& HANNA PLLC Attorneys at Law 1206 VIRGINIA STREET EAST, SUITE 201 CHARLESTON, W 25301 MAILING ADDRESS: TELEPHONE (304)342-1687 P HANNA& HANNA PLLC Attorneys at Law 1206 VIRGINIA STREET EAST, SUITE 201 CHARLESTON, W 25301 MAILING ADDRESS: TELEPHONE (304)342-1687 P. 0. BOX 3967 FAX (304)342-8761 CHARLESTON, WV 25339 September 15,2009 www. hannalawpllc.com VIA HAND DELIVERY Sandra Squire Executive Secretary Public Service Commission 201 Brooks Street Charleston, W 25301 Re: Case No. 09- 1503 -C-PC SPRINT NEXTEL CORPORATION AND VIRGIN MOBILE USA, INC. Joint Petition for the consent and approval in advance of the acquisition and control of Virgin Mobile USA, Inc. Dear Ms. Squire: In connection with the above case, I hand you herewith for filing the original and twelve (I2) copies of the Joint Petition of Sprint Nextel Corporation (“Sprint Nextel”) and Virgin Mobile USA, Inc. (“Virgin”) seeking advance approval of Sprint Nextel’s acquisition of ownership and control of Virgin to the extent required by applicable law. The closing of the proposed transaction is anticipated to occur on or about November 7,2009. Therefore, Sprint Nextel and Virgin request expedited treatment of this filing. Please add co-counsel Thomas N. Hanna, Esq., [email protected],to the list to be served copies of all documents electronically. If you have any questions, please contact us. WV State Bar # 8813 d hanna@ hannalawpllc. com DBH/dh Enclosures cc: W. Atkinson, Esq. PUBLIC SERVICE COMMISSION OF WEST VIRGINIA CHARLESTON CASE NO. 09- 15b3 -c-PC SPRINT NEXTEL CORPORATION AND VIRGIN MOBILE USA, INC. Joint Petition for the consent and approval in advance of the acquisition of ownership and control of Virgin Mobile USA, Inc. JOINT PETITION Comes now Sprint Nextel Corporation (“Sprint Nextel”) and Virgin Mobile USA, Inc. (“Virgin”) (“Joint Petitioners”), and to the extent required by West Virginia Code Section 24-2-12 and other applicable law, seek the Public Service Commission of West Virginia’s (“Commission” or “PSC”) prior consent and approval of the acquisition of ownership and control of Virgin by Sprint Nextel. In support of their Joint Petition, Sprint Nextel and Virgin respectfully show as follows: 1. The name and address of the Joint Petitioners are: Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, KS 66251 913-624-3000 (telephone) Virgin Mobile USA, Inc. 10 Independence Blvd. Warren, NJ 07059 908-607-4000 (telephone) 2. The financial condition of the Joint Petitioners is a matter of public record. Sprint Nextel Corporation is a Kansas corporation and a publicly traded company. Virgin Mobile USA, Inc. is a Delaware corporation and a publicly traded company. 3. Various subsidiaries of Sprint Nextel Corporation are certificated by the Commission to provide interexchange carrier and competitive local exchange carrier services in the State of West Virginia. Sprint Nextel subsidiaries are also licensed by the Federal Communications Commission (“FCC”) to provide commercial mobile radio services (iiCMRS”) as defined by 47 C.F.R. Section 20.3 in certain areas of West Virginia. Sprint Nextel currently owns approximately 13 percent of Virgin. 4. Virgin provides prepaid wireless telecommunications services as a mobile virtual network operator (“MVNO”), using Sprint Nextel’s wireless network infrastructure and transmission facilities. Virgin also provides postpaid wireless services under the brand “Helio by Virgin Mobile”. As an MVNO, Virgin does not operate its own facilities but acts only as a reseller of Sprint Nextel’s services. 5. On July 27, 2009, Sprint Nextel and Virgin entered into a definitive agreement pursuant to which Sprint Nextel will acquire all of the outstanding shares in Virgin that Sprint Nextel does not currently own. Virgin shareholders will receive shares in Sprint Nextel in exchange for their shares in Virgin (and cash in lieu of partial shares). The terms and conditions of this agreement are reasonable, neither party is given undue advantage over the other, and this transaction will not adversely affect the public in this State. W.Va. Code Section 24-2-12. 6. Joint Petitioners have recently filed two joint applications with the FCC to transfer Virgin’s international Section 214 applications, and those transfers were granted by operation of rule on September 11, 2009. Further FCC approval of the transaction is not required. A copy of one of the FCC filings is attached hereto as Exhibit No. 1, and 2 a copy of the Public Notice evidencing filing of the Applications is attached hereto as Exhibit No. 2. 7. There will be no impact or interruption in the wireless services provided to West Virginia customers of Virgin or Sprint Nextel as a result of the proposed transaction, and Sprint Nextel will assume full control of Virgin and will operate it and the subsidiaries of Virgin in accordance with all applicable laws, rules and regulations. 8. The proposed transaction will not adversely affect the public in this State, will further the public interest, convenience and necessity and will not harm competition in the wireless marketplace. Because Virgin will have access to Sprint Nextel’s network ownership economics, cost structure and scale, it will be able to compete more effectively in the prepaid segment of the wireless market. By becoming part of Sprint Nextel, Virgin will gain access to Sprint Nextel’s considerable expertise and resources, allowing it to better serve its prepaid customers. This will in turn position the combined company to attract and retain prepaid customers who seek great service for great value. Further, the public interest benefits of the proposed transaction will be achieved without any harm to competition. Although Sprint Nextel’s subsidiary Nextel Boost West, LLC (“Boost”) provides prepaid wireless services to customers, any similarity between the two companies and their customer bases ends there. Boost and Virgin have distinctive and divergent offers and styles and target their services to different customer demographics. In other words, Boost and Virgin operate in different parts of the prepaid segment of the wireless market, and each will continue to offer services under their own iconic brands after consummation of the proposed transaction. For more details 3 regarding the public interest benefits of the proposed acquisition, please see Exhibit No. 1, attached hereto. 9. As a resource for consumers, Sprint Nextel and Virgin have posted a notice on their respective websites providing consumers with details on the proposed transaction: http://search.sprint.com/inquiraapp/ui.isp?uimode=question&charset=iso-8859- 1&lanquage=en- US&user.status=prospect&user.site=UHP&question box=Virgin+MobiIe&x=22&~=6 http://virq in mob ileusa .marketwi re. com/easyi r/p rssre1 . d o?easvi rid= 13 135 DE328 B72AB2 &version=live&prid=522644 IO. It is anticipated that the closing for the proposed transaction will occur on or around November 7,2009. 11. In conclusion and for the reasons stated above, Joint Petitioners submit that Commission approval of the proposed transaction will not adversely affect the public in this State and is in the public interest. Accordingly, Sprint Nextel and Virgin respectfully request Commission approval of the Joint Petition. WHERE :ORE, Joint Petitioners respectfully pray: a That, to the extent required by law, the Commission enter an Order granting its prior consent to Sprint Nextel pursuant to West Virginia Code Section 24-2-12 to acquire ownership and control of Virgin; b) That the Commission, in its Order, waive public notice and hearing on this Joint Petition and any other formal filing requirements; and c) That the Commission grant such other and further relief as the Commission deems just and appropriate. 4 Respectfully submitted this day of September, 2009. SPRINT NEXTEL CORPORATION AND VIRGIN MOBILE USA, INC. \I Thohas N. Hanna, Esq. (WV Bar # 1581) David B. Hanna, Esq. (WV Bar # 8813) P.O. Box 3967 Charleston, WV 25339 5 STATE OF WEST VIRGINIA PUBLIC SERVICE COMMISSION VERIFICATION Charles W. McKee, of Sprint Nextel Corporation, a Joint Petitioner named in the foregoing Joint Petition, being duly sworn, states that the facts and allegations therein contained are true, except so far as they are therein stated to be on information, and that, so far as they are therein stated to be on information, he believes them to be true. Taken, sworn to and subscribed before me this 14thday of September, 2009. SHALENE J. DOMINQO NOT4RY PUBLIC STATE OF MARYLAND 6 My Commission Expires August 21,2012 -- i 5 >t My commission expires on the 2 I day of AUpWf, , f!-6/z . EXHIBIT 1 ATTACHMENT Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of Virgin Mobile USA, Inc. Transferor Sprint Nextel Corporation Transferee Joint Application for Consent to Transfer Control of International Section 214 Resale Authorizations JOINT APPLICATION Sprint Nextel Corporation (“Sprint”) and Virgin Mobile USA, Inc. (“Virgin Mobile USA”) (collectively, “Applicants”), pursuant to Section 2 14 of the Communications Act of 1934, as amended, 47 U.S.C. $214, and Sections 63.18 and 63.24 of the rules of the Federal Communications Commission (“FCC” or “Commission”), 47 C.F.R. $3 63.18, 63.24, respectfully request Commission consent to transfer control to Sprint of the two international Section 214 authorizations held by Virgin Mobile USA through its Virgin Mobile USA, L.P. and Helio, LLC (“Helio”) operating subsidiaries. Upon completion of the transaction, both Virgin Mobile USA, L.P. and Helio will be indirect wholly-owned subsidiaries of Sprint and will continue to provide wireless services under the Virgin Mobile USA name. As discussed snore fully below, the proposed transaction will deliver numerous pubIic interest benefits, especially for prepaid wireless consumers, without any harm to competition. The transaction will provide Virgin Mobile’s existing customers with access to the full range of capabilities available on Sprint’s nationwide wireless network, allowing them to enjoy a more robust set of voice and data services.
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