Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

MarketScreener Homepage  >  Equities  >  Nasdaq  >  T-Mobile US    TMUS

T-MOBILE US

(TMUS)
  Report
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
News SummaryMost relevantAll newsPress ReleasesOfficial PublicationsSector newsAnalyst Recommendations

T-MOBILE US, INC. : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

share with twitter share with LinkedIn share with facebook
07/01/2020 | 04:00pm EDT

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

--------------------------------------------------------------------------------

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 Charles W. Ergen (including his family and certain related trusts and entities) and certain financial investors. Following the first 36 months of the term of the MNSA (or earlier in certain circumstances), a change of control would generally occur if any restricted persons own (1) more than 50% of the voting power or economic value of DISH or (2) a majority of DISH's wireless communications business assets (excluding DISH's wireless terrestrial spectrum licenses and entities that own its wireless terrestrial spectrum licenses). A "restricted person" generally includes certain U.S. wireless providers and U.S. cable companies (with certain exceptions), as well as any other entities that do not enter into a network usage agreement with T-Mobile restricting such person from generally engaging in certain activities that are detrimental to the T-Mobile network.

Spectrum Purchase Agreement

T-Mobile USA, Inc. and DISH entered into the Spectrum Purchase Agreement upon the closing of the Prepaid Business Sale, pursuant to which DISH is expected to purchase all of Sprint's 800 MHz spectrum (approximately 13.5 MHz of nationwide spectrum) for a total of approximately $3.6 billion. The covered spectrum sale will not occur before the third anniversary of the Merger (i.e., not before April 1, 2023) but must be divested within the later of three years after the closing of the Prepaid Business Sale and five days after receipt of the approval from the Federal Communications Commission ("FCC") for the transfer, following an application for FCC approval to be filed by the third anniversary of the closing of the Merger. T-Mobile may exercise an option to lease back 4 MHz (2 MHz downlink + 2 MHz uplink) of the spectrum for two years following the closing of the 800 MHz spectrum sale at the same per-Pop rate used to calculate the purchase price paid by DISH to T-Mobile - a rate of approximately $68 million per year.

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 $72 million. If T-Mobile fails to sell the spectrum to DISH following the satisfaction or waiver of all closing conditions, DISH's sole recourse will be to seek specific performance, and if (and only if) specific performance is unavailable, to seek damages of up to approximately $72 million.


Item 8.01 Other Events.


Prepaid Business Sale

The information contained in the Introductory Note is incorporated herein by reference.

Press Release

On July 1, 2020, T-Mobile issued a press release in connection with the announcement of the consummation of the Prepaid Business Sale. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.

Exhibit
  No.          Description

    99.1         Press Release dated July 1, 2020.

   104         Cover Page Interactive Data File (the cover page XBRL tags are
               embedded within the Inline XBRL document.)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

Stocks mentioned in the article
ChangeLast1st jan.
DEUTSCHE TELEKOM AG 1.04% 14.6 Delayed Quote.-0.82%
T-MOBILE US 1.41% 108.39 Delayed Quote.36.29%
share with twitter share with LinkedIn share with facebook
Latest news on T-MOBILE US
09:21aT MOBILE US : Mobile Launches World's Firs Naionwide Sandalone 5G Nework
BU
06:15aT-MOBILE US, INC. : Other Events, Financial Statements and Exhibits (form 8-K)
AQ
06:03aT MOBILE US : Mobile Announces Closing of $2,034,250,000 Over-Subscribed Righs O..
BU
08/03Earnings, Microsoft boost Wall St as investors await stimulus
RE
08/03Microsoft, Apple lift Wall Street as investors await stimulus
RE
08/03T-MOBILE US : half-yearly earnings release
08/01SOFTBANK TO MAINTAIN STAKE IN ARM AF : Nikkei
RE
07/30SoftBank advances share buyback with approval of $9.6 billion tranche
RE
07/30SoftBank advances share buyback with approval of $9.6 bln tranche
RE
07/30Communications Services Up On 5G Optimism -- Communications Services Roundup
DJ
More news