8-KMaterial AgreementsExhibits & Filings

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

Filed December 21, 2018For Securities:TMUSTMUSZTMUSITMUSL

Summary

This 8-K filing by T-Mobile US, Inc. (TMUS) on December 21, 2018, primarily concerns amendments to its Senior Notes Indenture in connection with the pending merger with Sprint Corporation. T-Mobile USA, Inc. entered into a Thirty-Eighth Supplemental Indenture to modify terms for several series of its Senior Notes, including the 2023 Senior Notes, 2022 Senior Notes, 2025 Senior Notes, 2027 Senior Notes, 2026 Senior Notes, and 2028 Senior Notes. These amendments are crucial as they are being implemented to facilitate the completion of the T-Mobile Transaction with Sprint. Key changes include adjustments to the secured debt ratio basket for the 2023 Senior Notes, allowing certain Sprint spectrum securitization entities to be non-guarantor Restricted Subsidiaries, and importantly, an amendment to the maturity date of the 2025 Senior Notes from April 15, 2025, to April 15, 2021, and the 2027 Senior Notes to April 15, 2027, to April 15, 2022. Additionally, T-Mobile USA will be required to redeem 100% of the 2025 Senior Notes if other debt securities outstanding as of April 29, 2018, are redeemed or prepaid. These amendments become effective immediately prior to the consummation of the T-Mobile Transaction.

Key Highlights

  • 1T-Mobile USA entered into a Thirty-Eighth Supplemental Indenture to amend its Senior Notes.
  • 2The amendments are directly related to the pending merger between T-Mobile and Sprint.
  • 3Key notes affected include Senior Reset Notes due 2023, and various Post-2017 Notes (2022, 2025, 2027, 2026, 2028).
  • 4The maturity date for the 2025 Senior Notes has been moved forward from April 15, 2025, to April 15, 2021.
  • 5The maturity date for the 2027 Senior Notes has been moved forward from April 15, 2027, to April 15, 2022.
  • 6A provision requires T-Mobile USA to redeem 100% of the 2025 Senior Notes if other specified debt is redeemed or prepaid.
  • 7The amendments will become effective just before the completion of the T-Mobile/Sprint merger.

Frequently Asked Questions

The main purpose of this filing is to announce amendments to T-Mobile USA's Senior Notes Indenture. These amendments are necessary and are being made in connection with the previously announced merger agreement between T-Mobile and Sprint Corporation.

The amendments adjust covenants related to secured debt, permit certain Sprint entities involved in spectrum securitization to be non-guarantor subsidiaries, and significantly, they accelerate the maturity dates for the 2025 Senior Notes (to April 15, 2021) and the 2027 Senior Notes (to April 15, 2022). It also introduces a mandatory redemption clause for the 2025 Senior Notes under specific conditions.

Yes, the filing explicitly states that these Indenture Amendments will become effective immediately prior to the consummation of the T-Mobile Transaction (the merger with Sprint), indicating they are a prerequisite or directly tied to the closing of the merger.

Deutsche Telekom AG (DT), T-Mobile's majority stockholder, holds all outstanding Notes of each affected Series. DT has consented to these Indenture Amendments.