8-KMaterial AgreementsOther EventsExhibits & Filings

T-Mobile US, Inc. 8-K Report, Material Agreement (May 21, 2018)

Filed May 21, 2018For Securities:TMUSTMUSZTMUSITMUSL

Summary

T-Mobile US, Inc. (TMUS) filed an 8-K on May 21, 2018, to report on material definitive agreements and other events related to its pending merger with Sprint Corporation. The primary event detailed is the execution of a Thirty-Seventh Supplemental Indenture, which amends existing indentures governing T-Mobile's various series of senior notes. These amendments are crucial for facilitating the T-Mobile/Sprint merger, allowing for increased secured debt under credit facilities and classifying certain Sprint spectrum securitization entities as non-guarantor restricted subsidiaries, subject to specific limits. This filing also announces the successful completion of T-Mobile USA's consent solicitation process. The company received the requisite consents from noteholders to approve these critical indenture amendments, which will become effective immediately prior to the consummation of the T-Mobile/Sprint merger. This action represents a key step in preparing T-Mobile's financial and debt structure for the significant transaction, demonstrating progress towards closing the merger with Sprint.

Key Highlights

  • 1T-Mobile USA, Inc. entered into a Thirty-Seventh Supplemental Indenture to amend its existing Senior Notes indentures.
  • 2The indenture amendments are a prerequisite for the previously announced merger between T-Mobile and Sprint Corporation.
  • 3Key amendments include modifications to the secured debt ratio basket and the treatment of certain Sprint spectrum securitization entities.
  • 4These changes are designed to accommodate the financial and structural requirements of the T-Mobile/Sprint merger.
  • 5T-Mobile successfully obtained the necessary consents from noteholders for the proposed indenture amendments.
  • 6The amendments are effective immediately prior to the closing of the T-Mobile/Sprint merger.
  • 7The filing confirms the successful completion of T-Mobile USA's consent solicitation process, as announced in a press release.

Frequently Asked Questions

The main purpose of the Thirty-Seventh Supplemental Indenture is to amend T-Mobile USA's existing senior notes indentures. These amendments are necessary to facilitate the pending merger between T-Mobile and Sprint Corporation by adjusting certain debt covenants and subsidiary classifications.

The amendments primarily involve (i) increasing the permissible amount of secured debt under the Credit Facilities ratio basket and (ii) allowing certain entities related to Sprint's existing spectrum securitization program to be non-guarantor Restricted Subsidiaries, provided certain conditions and limits are met. These changes will become effective prior to the T-Mobile/Sprint merger closing.

Yes, the filing indicates that holders representing at least a majority in aggregate principal amount of each series of the Notes consented to the Indenture Amendments. This was confirmed by the successful completion of T-Mobile USA's consent solicitation.

These amendments are a critical step in the process of combining T-Mobile and Sprint. They modify T-Mobile's existing debt agreements to align with the financial and operational requirements of the proposed merger, ensuring that the company's debt structure is compatible with the transaction before its completion.