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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