8-KMaterial AgreementsRegulation FDExhibits & Filings

T-Mobile US, Inc. 8-K Report, Material Agreement (Jun 21, 2022)

Filed June 21, 2022For Securities:TMUSTMUSZTMUSITMUSL

Summary

T-Mobile US, Inc. (TMUS) filed an 8-K on June 21, 2022, disclosing the execution of a binding Term Sheet with DISH Network Corporation on June 15, 2022. This Term Sheet outlines significant modifications to their commercial relationship, primarily concerning network services and customer migration. A key element is the entry into a bilateral roaming agreement, set to expire in July 2027, which includes specific pricing reductions for DISH on T-Mobile's network and provisions for customized network service handovers. This agreement is subject to approval by the U.S. Department of Justice (DOJ) within 60 days, as per a prior Final Judgment related to the T-Mobile/Sprint merger. The Term Sheet also addresses T-Mobile's assistance to DISH in migrating customers off Sprint's legacy CDMA network, at a minimal cost to T-Mobile. In exchange for these network services and pricing concessions, DISH has committed to making minimum aggregate payments of approximately $3.3 billion to T-Mobile over four and a half years, with a substantial portion due in the initial 18 months. Furthermore, the Term Sheet includes mutual releases and covenants not to sue concerning past disputes, aiming to resolve outstanding issues amicably.

Key Highlights

  • 1T-Mobile and DISH entered into a binding Term Sheet on June 15, 2022, modifying their commercial relationship.
  • 2A new bilateral roaming agreement is established, effective until July 1, 2027, with renewal options.
  • 3DISH will receive pricing reductions for roaming on T-Mobile's network, including in-market roaming and customized service handovers.
  • 4T-Mobile will provide assistance for DISH's customer migration from Sprint's legacy CDMA network, with minimal cost to T-Mobile.
  • 5DISH commits to minimum aggregate payments of approximately $3.3 billion to T-Mobile over 4.5 years, with significant early payments.
  • 6The agreement includes mutual releases and resolves past disputes related to roaming and network sunsets.
  • 7The Term Sheet is subject to DOJ approval within 60 days of June 15, 2022.

Frequently Asked Questions

The Term Sheet outlines material modifications to the commercial relationship between T-Mobile and DISH, focusing on network services, including bilateral roaming, customer migration assistance, and pricing arrangements. It aims to formalize and enhance their partnership while resolving outstanding disputes.

T-Mobile stands to receive a minimum aggregate payment of approximately $3.3 billion from DISH over a period of four and a half years, ending January 21, 2027. A significant portion of this committed amount is expected to be paid within the first 18 months.

The Term Sheet is subject to approval by the U.S. Department of Justice (DOJ) within 60 days of June 15, 2022. This approval is a condition stemming from the Final Judgment related to the T-Mobile/Sprint merger, ensuring the terms align with regulatory requirements.

DISH gains access to T-Mobile's nationwide network for roaming, including in-market services with customized handovers, and will receive pricing reductions. T-Mobile will assist DISH in migrating customers off its legacy CDMA network, but this assistance is stated to represent a minimal cost to T-Mobile.