Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on July 26, 2019, T-Mobile US, Inc. ("T-Mobile") entered
into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Sprint
Corporation ("Sprint") and DISH Network Corporation ("DISH"). Pursuant to the
terms and conditions of the Asset Purchase Agreement, DISH will acquire Sprint's
prepaid wireless business, which was historically operated by Sprint under the
Boost Mobile, Virgin Mobile and Sprint prepaid brands, including customer
accounts, inventory, contracts, intellectual property and certain other
specified assets (but excluding the Assurance brand Lifeline customers and the
prepaid wireless customers of Shenandoah Telecommunications Company and Swiftel
Communications, Inc.), and assume certain related liabilities (collectively, the
"Prepaid Business Sale").
On June 17, 2020, the Department of Justice (the "DOJ") determined that T-Mobile
has complied with the requirement in the final judgment entered by a federal
district court in Washington, D.C. on April 1, 2020 (the "Final Judgment") to
provide DISH the ability to cross-provision any new or existing customer of the
prepaid business with a compatible handset onto the T-Mobile network. As a
result, we believe all conditions to closing under the Asset Purchase Agreement
(other than those conditions that can only be satisfied at closing) have been
satisfied and, subject to the satisfaction of the conditions that must be
satisfied at closing, the closing of the Prepaid Business Sale will occur on
July 1, 2020.
In connection with the DOJ determination, on June 17, 2020, T-Mobile, Sprint and
DISH entered into the First Amendment to the Asset Purchase Agreement (the
"First Amendment"). Pursuant to the First Amendment, T-Mobile, Sprint and DISH
agreed to proceed with the closing of the Prepaid Business Sale (the "Closing")
in accordance with the Asset Purchase Agreement on July 1, 2020, subject to the
terms and conditions of the Asset Purchase Agreement and the terms and
conditions of the Final Judgment. The parties have also agreed to amend the
definition of the "Termination Date" in the Asset Purchase Agreement so that
either party may terminate the Asset Purchase Agreement if the Closing has not
occurred before the end of the day on July 1, 2020 (from June 30, 2020), subject
to other terms and conditions provided under the Asset Purchase Agreement. All
the other terms and conditions in the Asset Purchase Agreement remain unchanged.
A copy of the First Amendment is filed as Exhibit 2.1 hereto and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
2.1 First Amendment to the Asset Purchase Agreement
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document.)
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