Item 1.01 Entry into a Material Definitive Agreement.
Entry into Ancillary Agreements
In connection with the closing of the Prepaid Business Sale, the Sellers and DISH entered into certain ancillary agreements, including a Master Network Services Agreement (the "MNSA") and a Spectrum Purchase Agreement (the "Spectrum Purchase Agreement").
Master Network Services Agreement
T-Mobile and DISH entered into the MNSA upon the closing of the Prepaid Business Sale, pursuant to which DISH will receive network services from T-Mobile for a period of seven years. As set forth in the MNSA, T-Mobile will provide to DISH, among other things, (i) legacy network services for certain Boost Mobile prepaid end users on the Sprint network, (ii) T-Mobile network services for certain end users that have been migrated to the T-Mobile network or provisioned on the T-Mobile network by or on behalf of DISH and (iii) infrastructure mobile network operator services to assist in the access and integration of the DISH network.
In the event of a "change of control" of DISH, the MNSA will terminate upon the earlier of two years following the consummation of the change of control or the date on which the MNSA would have otherwise terminated or expired in accordance with its terms. However, DISH would remain able to provision new users for
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six months after the change of control and also retain access to roaming
services on the T-Mobile network for both new and existing users for the
remainder of the original term of the MNSA. Generally, a change of control would
occur in the first 36 months of the term of the MNSA if (A) certain "permitted
owners" no longer own 50% or more of DISH's voting power or a person or group of
persons who are not permitted owners beneficially owns more than 50% of DISH's
aggregate economic value or (B) DISH sells more than 50% of its wireless
communications business assets (excluding DISH's wireless terrestrial spectrum
licenses and entities that own its wireless terrestrial spectrum licenses). A
permitted owner generally includes
Spectrum Purchase Agreement
If DISH breaches the Spectrum Purchase Agreement prior to the closing or fails
to deliver the purchase price following the satisfaction or waiver of all
closing conditions, DISH's sole liability to T-Mobile will be to pay T-Mobile a
fee of approximately
Item 8.01 Other Events. Prepaid Business Sale
The information contained in the Introductory Note is incorporated herein by reference.
Press Release
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release datedJuly 1, 2020 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document.)
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