8-KMaterial Agreements

T-Mobile US, Inc. 8-K Report, Material Agreement (Aug 9, 2022)

Filed August 9, 2022For Securities:TMUSTMUSZTMUSITMUSL

Summary

T-Mobile US, Inc. (TMUS) announced a significant move to strengthen its 600 MHz spectrum portfolio through the acquisition of licenses from Channel 51 License Co LLC and LB License Co, LLC. This transaction, valued at $3.5 billion in cash, will enhance T-Mobile's spectrum holdings in key, high-population markets across the United States, including San Francisco, Atlanta, Chicago, and Los Angeles. The acquired licenses cover approximately one-third of the U.S. population and range from 10MHz to 30MHz per market. While the acquisition involves a substantial cash outlay, it is strategically important for T-Mobile's long-term network development and competitive positioning. The company is acquiring the licenses themselves, which are currently leased and utilized by T-Mobile, without associated network infrastructure. The transaction is subject to customary closing conditions, including antitrust and FCC approvals, with an anticipated closing between mid-2023 and late-2023.

Key Highlights

  • 1T-Mobile US is acquiring 600 MHz spectrum licenses for $3.5 billion in cash.
  • 2The acquired licenses cover key, high-population markets, reaching approximately one-third of the U.S. population.
  • 3The transaction aims to bolster T-Mobile's spectrum assets for future network expansion and capacity.
  • 4The acquired licenses are currently being utilized by T-Mobile through existing leasing arrangements.
  • 5The purchase price will be split, with $1.9 billion paid to Channel 51 License Co LLC and $1.6 billion to LB License Co, LLC.
  • 6Closing of the transaction is contingent on regulatory approvals, including HSR and FCC clearances.
  • 7The anticipated closing timeframe for the acquisition is between mid-2023 and late-2023.

Frequently Asked Questions

T-Mobile US is acquiring spectrum licenses in the 600 MHz band from Channel 51 License Co LLC and LB License Co, LLC for a total cash consideration of $3.5 billion.

The acquired licenses cover numerous high-population markets, including San Francisco, Atlanta, Chicago, Los Angeles, Boston, Tampa, Columbus, Minneapolis, Seattle, Philadelphia, Baltimore, Washington D.C., Dallas, Phoenix, Houston, Salt Lake City, St. Louis, and New Orleans.

The consummation of the transaction is subject to several customary conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and approval from the Federal Communications Commission (FCC).

T-Mobile anticipates the transactions will close between mid-2023 and late-2023, following the satisfaction of regulatory approvals and other closing conditions.