Item 1.01. Entry into a Material Definitive Agreement.
Master Framework Agreement
As previously described in the Current Report on Form 8-K filed on June 22, 2020
(the "June 22 8-K") by T-Mobile US, Inc., a Delaware corporation (the "Company"
or "T-Mobile"), the Company entered into a Master Framework Agreement (the
"Master Framework Agreement") dated as of June 22, 2020, by and among the
Company, SoftBank Group Corp., a Japanese kabushiki kaisha ("SoftBank"),
SoftBank Group Capital Ltd, a private limited company incorporated in England
and Wales and a wholly owned subsidiary of SoftBank ("SBGC"), Delaware Project 4
L.L.C., a Delaware limited liability company and a wholly owned subsidiary of
SoftBank, Delaware Project 6 L.L.C., a Delaware limited liability company and a
wholly owned subsidiary of SoftBank, Claure Mobile LLC, a Delaware limited
liability company ("CM LLC"), Deutsche Telekom AG, an Aktiengesellschaft
organized and existing under the Laws of the Federal Republic of Germany
("Deutsche Telekom"), and T-Mobile Agent LLC, a Delaware limited liability
company and a wholly owned subsidiary of the Company. As further described in
the June 22 8-K, the Master Framework Agreement and related transactions were
entered into to facilitate SoftBank's previously announced decision to monetize
a portion of its stockholding in the Company (the "SoftBank Monetization").
Pursuant to the Master Framework Agreement and as described further below, SBGC
has sold or proposes to sell shares of the Company's common stock, par value
$0.00001 per share (the "Common Stock") through indirect transactions including
(i) a registered public offering of the Common Stock (the "Common Stock
Offering"), (ii) a private offering of cash mandatory exchangeable trust
securities by a trust, to which the Company resold shares (the "Trust Securities
Offering"), (iii) an issuance to Company stockholders of registered,
transferable subscription rights to purchase Common Stock (the "Rights
Offering") and (iv) following the receipt of necessary regulatory approvals, a
sale to an entity controlled by Marcelo Claure, one of the Company's directors
(the "Director Purchase"). As consideration for the Company's facilitation of
the SoftBank Monetization, the Independent Committee of the board of directors
of the Company negotiated for benefits to T-Mobile and its stockholders,
including (i) the payment of a $300 million fee to the Company, (ii) the
opportunity for stockholders not affiliated with the Company's major
stockholders to subscribe for shares of Common Stock at the same price paid by
purchasers in the Common Stock Offering through the Rights Offering and (iii)
the immediate forfeiture of certain governance rights (including consent rights
and information rights) previously granted to SoftBank. Pursuant to a Share
Repurchase Agreement, dated as of June 22, 2020 (the "Share Repurchase
Agreement"), between the Company and SBGC, for every share of Common Stock sold
by the Company in the Common Stock Offering, the Trust Securities Offering, the
Rights Offering and the Director Purchase, the Company has agreed to repurchase
one share of Common Stock from SBGC for consideration equivalent to that
received by the Company in such sales. Consequently, the Common Stock Offering,
the Trust Securities Offering, the Rights Offering and the Director Purchase
will not involve gain or loss to the Company and will not affect the number of
outstanding shares of Common Stock or the Company's capitalization.
The above descriptions of the Master Framework Agreement and the Share
Repurchase Agreement are summaries only and are subject to, and qualified
entirely by, the Master Framework Agreement and the Share Repurchase Agreement,
which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report
on Form 8-K and incorporated herein by reference.
Second Amended and Restated Stockholders' Agreement
As previously described in the June 22 8-K, the Company, SoftBank and Deutsche
Telekom entered into an amendment and restatement (the "Second Amended and
Restated Stockholders' Agreement"), dated as of June 22, 2020, of the Amended
and Restated Stockholders' Agreement dated as of April 1, 2020.
--------------------------------------------------------------------------------
The Second Amended and Restated Stockholders' Agreement includes provisions
setting forth the rights of Deutsche Telekom and SoftBank to designate
individuals to be nominees for election to the Company's board of directors and
any committees thereof. Pursuant to the Second Amended and Restated
Stockholders' Agreement, at all times when Deutsche Telekom, SoftBank and
Marcelo Claure beneficially own at least 50% of the outstanding Common Stock and
any other securities of the Company that are entitled to vote in the election of
directors (collectively, "T-Mobile Voting Securities") in the aggregate and any
such T-Mobile Voting Security continues to be subject to the voting proxy (the
"SoftBank Proxy") pursuant to the Proxy, Lock-Up and ROFR Agreement, dated as of
April 1, 2020 (the "SoftBank Proxy Agreement"), by and between Deutsche Telekom
and SoftBank or the Claure Proxy (as defined below under the caption "Claure
Proxy Agreement" in Item 8.01of this Current Report on Form 8-K), as applicable,
(i) the Company's board of directors will consist of a total of 14 directors
(except in cases of resignations, retirements, deaths or removals, pending any
new appointments), (ii) each of Deutsche Telekom and SoftBank (except, in the
case of SoftBank, if it beneficially owns less than a certain minimum percentage
of the outstanding T-Mobile Voting Securities (10% if the Additional Shares
Issuance Condition has been met under the Letter Agreement, dated as of February
20, 2020, by and among T-Mobile, Deutsche Telekom and SoftBank, or 9% if it has
. . .
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth under the captions "Trust Securities Offering" and
"Director Purchase" in Item 8.01 of this Current Report on Form 8-K is also
responsive to Item 3.02 of this Current Report on Form 8-K and is incorporated
herein by reference.
Item 3.03 Material Modification of the Rights of Security Holders.
The disclosure set forth under the caption "Second Amended and Restated
Stockholders' Agreement" in Item 1.01 of this Current Report on Form 8-K is also
responsive to Item 3.03 of this Current Report on Form 8-K and is incorporated
herein by reference.
Item 8.01. Other Events.
Common Stock Offering
On June 23, 2020, T-Mobile US, Inc. entered into an underwriting agreement (the
"Underwriting Agreement") with the several underwriters named in the
Underwriting Agreement (the "Underwriters"), for which Goldman Sachs & Co. LLC
and Morgan Stanley & Co. LLC acted as representatives, relating to an
underwritten public offering of 143,392,582 shares (the "Shares") of Common
Stock. The Shares were offered to the public at a price equal to $103.00 per
share, and the Underwriters agreed to purchase the Shares from T-Mobile US, Inc.
pursuant to the Underwriting Agreement at a price of $101.455 per share. Under
the terms of the Underwriting Agreement, the Company granted the Underwriters an
option, exercisable for 30 days after the date of the Underwriting Agreement, to
purchase up to an additional 10,754,444 shares of Common Stock at the same
public offering price, less underwriting discounts and commissions (the
"Additional Shares"), which was exercised in full by the Underwriters on June
24, 2020.
The closing of the offering and delivery of the Shares and the Additional Shares
took place on June 26, 2020. The Shares and the Additional Shares were sold
pursuant to an automatically effective registration statement on Form S-3 that
the Company filed with the SEC on June 22, 2020 (File No. 333-239352) (the
"Registration Statement"). A prospectus supplement relating to the offering has
been filed with the SEC. The Company transferred to SBGC the cash proceeds
received from such sale of the Shares and the Additional Shares and the Company
did not retain any proceeds.
--------------------------------------------------------------------------------
The above description of the Underwriting Agreement is a summary only and is
subject to, and qualified entirely by, the Underwriting Agreement, which is
filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein
by reference. The opinion of Fried, Frank, Harris, Shriver & Jacobson LLP with
respect to the Shares and the Additional Shares is filed as Exhibit 5.1 to this
Current Report on Form 8-K. A press release announcing the pricing of the
Common Stock Offering was issued in accordance with Rule 134 under the
Securities Act of 1933, as amended (the "Securities Act"). A copy of such press
release is filed as Exhibit 99.8 and incorporated by reference into this Item
8.01.
Trust Securities Offering
On June 26, 2020, the 2020 Cash Mandatory Exchangeable Trust, a Delaware
statutory trust (the "Trust") unaffiliated with the Company, closed a private
offering of its 2020 Cash Mandatory Exchangeable Trust Securities (the "Trust
Securities") for an aggregate offering price of $2,000,000,000, including the
full exercise by the initial purchasers of their option to purchase an
additional $139,535,000 aggregate offering price of the Trust Securities. At
the closing of the Trust Securities Offering, the Company sold 19,417,400 shares
of Common Stock to the Trust in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act. The Company transferred to
SBGC the cash proceeds received from such sale of Common Stock to the Trust and
the Company did not retain any proceeds. In addition, in connection with the
sale of the shares of Common Stock to the Trust, the Company received a
contingent value right note representing the right to receive on June 1, 2023 a
number of shares of Common Stock based on the daily volume-weighted average
price of shares of Common Stock during an observation period and the Company
sold, assigned and transferred such note to SBGC. The Trust is required to use
a portion of the net proceeds from the Trust Securities Offering to purchase
U.S. Treasury securities to fund quarterly distributions on the Trust
Securities, and the holders of the Trust Securities will be entitled to a final
mandatory exchange cash amount on June 1, 2023 that will depend on the daily
volume-weighted average price of shares of Common Stock during an observation
period before the final exchange date. The Company is not affiliated with the
Trust, will not retain any proceeds from the offering of the Trust Securities,
and will have no ongoing interest, economic or otherwise, in the Trust
Securities.
A press release announcing the pricing of the Trust Securities Offering was
issued in accordance with Rule 135c under the Securities Act. A copy of such
press release is filed as Exhibit 99.9 and incorporated by reference into this
Item 8.01.
Rights Offering
On June 26, 2020, the Company distributed rights to purchase up to 19,750,000
shares of Common Stock pursuant to its previously announced Rights Offering.
The Rights Offering is being made pursuant to the Registration Statement and the
prospectus supplement relating to the Rights Offering filed with the SEC on June
24, 2020 (together with the accompanying prospectus, the "Rights Offering
Prospectus").
Pursuant to the Rights Offering, each stockholder of the Company received one
transferable subscription right ("right") for each share of Common Stock held as
of 5:00 p.m., Eastern Time, on June 25, 2020 (the "record date"). Each right
entitles the holder to purchase 0.05 shares of Common Stock (the "basic
subscription right"), at the subscription price of $103.00 per whole share of
Common Stock (the "subscription price"), rounded down to the nearest whole
share. Rights holders who fully exercise their basic subscription rights will
be entitled to subscribe for additional shares of Common Stock that remain
unsubscribed as a result of any unexercised basic subscription rights (the
"over-subscription right"). Each of Deutsche Telekom, SoftBank, Marcelo Claure
and their respective affiliates have agreed to waive their ability to exercise
or transfer subscription rights, and the over-subscription rights do not apply
to the subscription rights that are being waived by these stockholders. The
Rights Offering expires at 5:00 p.m., Eastern Time, on July 27, 2020, unless
extended by the Company. Any shares of Common Stock sold by the Company in the
Rights Offering will be purchased from SBGC pursuant to the Share Repurchase
Agreement. The Company will transfer to SBGC the cash proceeds received from
the exercise of Rights and the Company will not retain any proceeds.
--------------------------------------------------------------------------------
In connection with this Rights Offering, the Company is filing certain ancillary
documents as Exhibits 4.2, 99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7 to this
Current Report on Form 8-K for the purpose of incorporating such items by
reference as exhibits to the Registration Statement, of which the Rights
Offering Prospectus is a part. The opinion of Fried, Frank, Harris, Shriver &
Jacobson LLP, in connection with the issuance of the rights and the underlying
Common Stock issuable upon exercise of the rights is filed as Exhibit 5.1 to
this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy the securities, nor shall it constitute an
offer, solicitation or sale of the securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful under the securities
laws of such state or jurisdiction. The Rights Offering will be made only by
means of the Rights Offering Prospectus, copies of which will be mailed to all
eligible record date stockholders and can be accessed through the SEC's website
at www.sec.gov. A copy of the Rights Offering Prospectus may also be obtained
from the information agent, D.F. King & Co., Inc. toll free at (800) 829-6551.
Additional information regarding the Rights Offering is set forth in the Rights
Offering Prospectus filed with the SEC.
Director Purchase
Pursuant to the Master Framework Agreement, Marcelo Claure, CM LLC and the
Company entered into a Share Purchase Agreement, dated as of June 22, 2020 (the
"Director Purchase Agreement"), pursuant to which, following the receipt of
necessary regulatory approvals, 5,000,000 shares of Common Stock will be sold by
the Company to CM LLC, an entity controlled by Mr. Claure (in reliance on the
exemption from registration provided by Section 4(a)(2) of the Securities Act)
at the same price per share as the Common Stock sold in the Common Stock
Offering. The Company has been advised that Mr. Claure's purchase will be
funded with the proceeds of a loan from SoftBank. Pursuant to the Company's
policy on securities trading, such shares may not be pledged, directly or
indirectly, as collateral for a loan. The shares of Common Stock to be sold by
the Company to CM LLC will be purchased from SBGC pursuant to the Share
Repurchase Agreement. The Company will transfer to SBGC the cash proceeds
received from CM LLC and the Company will not retain any proceeds.
The above description of the Director Purchase Agreement is a summary only and
is subject to, and qualified entirely by, the Director Purchase Agreement, which
is incorporated by reference as Exhibit 10.3 to this Current Report on Form 8-K
and incorporated herein by reference.
Claure Proxy Agreement
Pursuant to the Master Framework Agreement, Deutsche Telekom, CM LLC and Marcelo
Claure entered into a Proxy, Lock-Up and ROFR Agreement, dated as of June 22,
2020 (the "Claure Proxy Agreement").
The Claure Proxy Agreement establishes among Deutsche Telekom, CM LLC and
Marcelo Claure certain rights and obligations in respect of the shares of Common
Stock to be acquired by CM LLC and certain of its affiliates, including Mr.
Claure, on or after the date thereof (the "Subject Shares"), to enable Deutsche
Telekom to consolidate the Company into Deutsche Telekom's financial
statements. Pursuant to the Claure Proxy Agreement, at any meeting of the
stockholders of the Company, the Subject Shares beneficially owned by CM LLC
will be voted in the manner directed by Deutsche Telekom (the "Claure Proxy"),
which obligation will terminate upon the earliest of: (i) with respect to each
such share of Common Stock, the date on which such share is transferred to a
third party in accordance with the terms of the Claure Proxy Agreement, subject
to certain exceptions, (ii) the date on which Deutsche Telekom owns 55% or more
of the outstanding T-Mobile Voting Securities and (iii) the date on which
Deutsche Telekom has transferred an aggregate number of shares representing 5%
or more of the outstanding Common Stock as of June 22, 2020. The Claure Proxy
Agreement also contains certain restrictions on the ability of CM LLC and other
entities related to Mr. Claure to transfer or acquire shares of Common Stock,
including a prohibition on transfer of shares without the prior written consent
of Deutsche Telekom until April 1, 2024, subject to certain exceptions. As a
result of the Claure Proxy Agreement and the preexisting SoftBank Proxy
Agreement, the Company is a "controlled company" for purposes of the rules of
The NASDAQ Stock Market LLC ("NASDAQ"), which provides the Company with
exemptions from certain corporate governance requirements under NASDAQ rules.
--------------------------------------------------------------------------------
The above description of the Claure Proxy Agreement is a summary only and is
subject to, and qualified entirely by, the Claure Proxy Agreement, which is
. . .
Item 9.01. Financial Statements and Exhibits.
The following exhibits are provided as part of this Current Report on Form 8-K:
(d) Exhibits:
Exhibit No. Description
1.1 Underwriting Agreement, dated June 23, 2020, among T-Mobile US, Inc. and
the several Underwriters named in Schedule 1 thereto for which Goldman
Sachs & Co. LLC and Morgan Stanley & Co. LLC acted as representatives.
4.1 Second Amended and Restated Stockholders' Agreement, dated as of June
22, 2020, by and among Deutsche Telekom AG, SoftBank Group Corp. and
T-Mobile US, Inc. (incorporated by reference to Exhibit 4.2 to T-Mobile
US, Inc.'s Registration Statement on Form S-3 filed with the SEC on June
22, 2020).
4.2 Form of Transferable Subscription Rights Certificate.
4.3 Proxy, Lock-Up and ROFR Agreement, dated as of June 22, 2020, among
Deutsche Telekom, Claure Mobile LLC and Raul Marcelo Claure
(incorporated by reference to Exhibit 49 to Deutsche Telekom AG's
Schedule 13D/A filed with the SEC on June 24, 2020).
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP regarding Common
Stock and Rights.
10.1 Master Framework Agreement, dated as of June 22, 2020, by and among
SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 4
L.L.C., Delaware Project 6 L.L.C., Claure Mobile LLC, Deutsche Telekom
AG, T-Mobile US, Inc. and T-Mobile Agent LLC.
10.2 Share Repurchase Agreement, dated as of June 22, 2020, between SoftBank
Group Capital Ltd and T-Mobile US, Inc.
10.3 Share Purchase Agreement, dated as of June 22, 2020, among Raul Marcelo
Claure, Claure Mobile LLC and T-Mobile US, Inc. (incorporated by
reference to Exhibit 15 to SoftBank Group Capital Ltd's Schedule 13D/A
filed with the SEC on June 24, 2020).
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in
Exhibit 5.1).
99.1 Form of Letter to Brokers, Dealers, Banks and Other Nominee Holders.
99.2 Form of Letter to Clients of Nominee Holders.
--------------------------------------------------------------------------------
99.3 Form of Letter to Stockholders who are Record Holders.
99.4 Form of Instructions for Use of Subscription Rights Certificates.
99.5 Form of Beneficial Holder Election Form.
99.6 Form of Nominee Holder Certification.
99.7 Form of Notice of Guaranteed Delivery.
99.8 Press Release entitled "T-Mobile Prices Public Offering of 143,392,582
Shares of Common Stock in connection with SoftBank's Monetization of A
Portion of Its Shareholding in T-Mobile."
99.9 Press Release entitled "T-Mobile Announces Pricing of Mandatory
Exchangeable Trust Securities Offering in connection with SoftBank's
Monetization of A Portion of Its Shareholding in T-Mobile."
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
Cautionary Statement Regarding Forward-Looking Statements
The information contained in this Current Report on Form 8-K includes
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact, including statements regarding future performance by third
parties, are forward-looking statements. These forward-looking statements are
generally identified by the words "anticipate", "believe", "estimate", "expect",
"intend", "may", "could" or similar expressions. Forward-looking statements are
based on current expectations and assumptions, which are subject to risks and
uncertainties and may cause actual results to differ materially from the
forward-looking statements. Important factors that could affect future results
and cause those results to differ materially from those expressed in the
forward-looking statements include, among others, the following: the failure to
realize the expected benefits and synergies of the merger with Sprint, pursuant
to the Business Combination Agreement with Sprint and the other parties named
therein (as amended, the "Business Combination Agreement") and the other
transactions contemplated by the Business Combination Agreement (collectively,
the "Transactions") in the expected timeframes, in part or at all; adverse
economic, political or market conditions in the U.S. and international markets,
including those caused by the COVID-19 pandemic; costs of or difficulties in
integrating Sprint's network and operations into our network and operations,
including intellectual property and communications systems, administrative and
information technology infrastructure and accounting, financial reporting and
internal control systems; changes in key customers, suppliers, employees or
other business relationships as a result of the consummation of the
Transactions; our ability to make payments on debt or to repay existing or
future indebtedness when due or to comply with the covenants contained therein;
adverse changes in the ratings of our debt securities or adverse conditions in
the credit markets; the assumption of significant liabilities, including the
liabilities of Sprint, in connection with, and significant costs, including
financing costs, related to, the Transactions; the risk of future material
weaknesses resulting from the differences between T-Mobile's and Sprint's
internal controls environments as we work to integrate and align guidelines and
practices; the impacts of the actions we have taken and conditions we have
agreed to in connection with the regulatory approvals of the Transactions
including costs or difficulties related to the completion of the divestiture of
Sprint's prepaid wireless businesses to DISH Network Corporation and the
satisfaction of any related government commitments to such divestiture and any
other commitments or undertakings that we have entered into; natural disasters,
public health crises, including the COVID-19 pandemic, terrorist attacks or
similar incidents, and the impact that any of the foregoing may have on us and
our customers and other stakeholders; competition, industry consolidation and
changes in the market for wireless services, which could negatively affect our
ability to attract and retain customers; the effects of any future merger,
investment, or acquisition involving us, as well as the effects of mergers,
investments or acquisitions in the technology, media and telecommunications
industry; our business, investor confidence in our financial results and stock
price may be adversely affected if our internal controls are not effective; the
effects of the material weakness in Sprint's internal controls over financial
reporting or the identification of any additional material weaknesses as we
complete our assessment of the Sprint control environment; breaches of our
and/or our third-party vendors' networks, information technology and data
security, resulting in unauthorized access to customer confidential information;
the inability to implement and maintain effective cyber-security measures over
critical business systems; challenges in implementing our business strategies or
funding our operations, including payment for additional spectrum or network
upgrades; the impact on our networks and business from major system and network
failures; difficulties in managing growth in wireless data services, including
network quality; material changes in available technology and the effects of
such changes, including product substitutions and deployment costs and
performance; the timing, scope and financial impact of our deployment of
advanced network and business technologies; the occurrence of high fraud rates
related to device financing, credit cards, dealers or subscriptions; our
inability to retain and hire key personnel; any changes in the regulatory
environments in which we operate, including any increase in restrictions on the
ability to operate our networks and changes in data privacy laws; unfavorable
outcomes of existing or future litigation or regulatory actions, including
litigation or regulatory actions related to the Transactions; the possibility
that we may be unable to adequately protect our intellectual property rights or
be accused of infringing the intellectual property rights of others; changes in
tax laws, regulations and existing standards and the resolution of disputes with
any taxing jurisdictions; the possibility that we may be unable to renew our
spectrum licenses on attractive terms or acquire new spectrum licenses at
reasonable costs and terms; any disruption or failure of our third parties'
(including key suppliers') provisioning of products or services; material
adverse changes in labor matters, including labor campaigns, negotiations or
additional organizing activity, and any resulting financial, operational and/or
reputational impact; changes in accounting assumptions that regulatory agencies,
including the Securities and Exchange Commission, may require, which could
result in an impact on earnings; ongoing purchase price accounting allocations,
accounting policy alignments and other adjustments and assumptions; and
interests of our significant stockholders that may differ from the interests of
other stockholders. Given these risks and uncertainties, readers are cautioned
not to place undue reliance on such forward-looking statements. We undertake no
obligation to revise or publicly release the results of any revision to these
forward-looking statements, except as required by law.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
T-MOBILE US 
