Item 1.01. Entry into a Material Definitive Agreement.

Indenture; Supplemental Indentures; Notes Issuance

On April 9, 2020, T-Mobile USA, Inc. ( "T-Mobile USA"), a direct, wholly-owned subsidiary of T-Mobile US, Inc. (the "Company"), issued $3.0 billion in aggregate principal amount of its 3.500% Senior Secured Notes due 2025 (the "2025 Notes"), $4.0 billion in aggregate principal amount of its 3.750% Senior Secured Notes due 2027 (the "2027 Notes"), $7.0 billion in aggregate principal amount of its 3.875% Senior Secured Notes due 2030 (the "2030 Notes"), $2.0 billion in aggregate principal amount of its 4.375% Senior Secured Notes due 2040 Notes (the "2040 Notes") and $3.0 billion in aggregate principal amount of its 4.500% Senior Secured Notes due 2050 (the "2050 Notes" and, together with the 2025 Notes, the 2027 Notes, the 2030 Notes and the 2040 Notes, the "Notes") pursuant to an Indenture (the "Base Indenture"), dated as of April 9, 2020, among T-Mobile USA, the Company and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), as amended and supplemented by (i) the First Supplemental Indenture, dated as of April 9, 2020 (the "First Supplemental Indenture"), with respect to the 2025 Notes, (ii) the Second Supplemental Indenture, dated as of April 9, 2020 (the "Second Supplemental Indenture"), with respect to the 2027 Notes, (iii) the Third Supplemental Indenture, dated as of April 9, 2020 (the "Third Supplemental Indenture"), with respect to the 2030 Notes, (iv) the Fourth Supplemental Indenture, dated as of April 9, 2020 (the "Fourth Supplemental Indenture"), with respect to the 2040 Notes and (v) the Fifth Supplemental Indenture, dated as of April 9, 2020 (the "Fifth Supplemental Indenture"), with respect to the 2050 Notes, each among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee (the Base Indenture, as amended and supplemented by each of the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, each an "Indenture" and, collectively, the "Indentures").

The 2025 Notes bear interest at a rate of 3.500% per year and mature on April 15, 2025. The 2027 Notes bear interest at a rate of 3.750% per year and mature on April 15, 2027. The 2030 Notes bear interest at a rate of 3.875% per year and mature on April 15, 2030. The 2040 Notes bear interest at a rate of 4.375% per year and mature on April 15, 2040. The 2050 Notes bear interest at a rate of 4.500% per year and mature on April 15, 2050. T-Mobile USA will pay interest on each series of Notes semiannually in arrears on each April 15 and October 15, commencing October 15, 2020. The net proceeds from the sale of the Notes were used, together with cash on hand, to repay at par all $19.0 billion of the outstanding amounts under, and terminate, the Bridge Term Loan Credit Agreement (the "Bridge Credit Agreement") by and among T-Mobile USA, as borrower, Goldman Sachs Bank USA, as administrative agent, and the lenders and other financial institutions party thereto, and to repay liabilities under related interest rate protection agreements.

T-Mobile USA's obligations under the Notes will be guaranteed (such guarantees, the "Guarantees") by the Company and each wholly-owned subsidiary of T-Mobile USA that is not an Excluded Subsidiary (as defined in the Base Indenture) and is or becomes an obligor of the Credit Agreement, dated as of April 1, 2020 (the "Credit Agreement"), by and among T-Mobile USA, as borrower, Deutsche Bank AG New York Branch, as administrative agent, and the lenders and other financial institutions party thereto or issues or guarantees certain capital markets debt securities, and any future direct or indirect subsidiary of the Company or any subsidiary thereof that owns capital stock of T-Mobile USA. The Guarantees will be provided on a senior secured basis except for the Guarantees of Sprint Corporation ("Sprint"), Sprint Communications, Inc. and Sprint Capital Corporation (collectively, the "Unsecured Guarantors"), which will be provided on a senior unsecured basis (the "Unsecured Guarantees").

The Notes and the Guarantees will be T-Mobile USA's and the guarantors' unsubordinated obligations; will be secured (except for the Unsecured Guarantees) by a first priority security interest, subject to permitted liens, in substantially all of T-Mobile USA's and such guarantors' present and future assets other than Excluded Assets (as defined in the Collateral Agreement, dated as of April 1, 2020 (the "Collateral Agreement"), by and among T-Mobile USA, the Company and the other grantors party thereto in favor of Deutsche Bank Trust Company Americas, as collateral trustee) on an equal and ratable basis with the obligations under the Credit Agreement and obligations under any other existing and future permitted first priority secured obligations; will be senior in right of payment to any future indebtedness of T-Mobile USA or any guarantor to the extent that such future indebtedness provides by its terms that it is subordinated in right of payment to the Notes and the Guarantees; will be effectively senior to all existing and future unsecured indebtedness of T-Mobile USA or any guarantor (other than the Unsecured Guarantors) and any future indebtedness of T-Mobile USA or any guarantor (other than the Unsecured Guarantors) secured by a junior lien on the collateral, in each case to the extent of the value of the collateral securing the obligations under the Notes; will be equal in right of payment with any of T-Mobile USA's and the guarantors' existing and future indebtedness and other liabilities that are not by their terms subordinated in right of payment to the Notes, including, without limitation, obligations under the Credit Agreement, the existing T-Mobile USA unsecured notes and the existing unsecured notes issued by the Unsecured Guarantors; and will be structurally subordinated to all of the liabilities and other obligations of the subsidiaries of the Company that are not obligors with respect to the Notes, including the existing spectrum-backed notes issued under Sprint's spectrum securitization program, factoring arrangements and tower obligations.

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If T-Mobile USA experiences specific kinds of changes of control as set forth in the Indentures and any such change of control is accompanied or followed by ratings downgrades during a specified period of time after the change of control, any holder of Notes may require T-Mobile USA to repurchase all or a portion of the Notes so held at a price equal to 101% of the principal amount of such Notes, plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of repurchase.

The Indentures contain covenants that, among other things, restrict the ability of T-Mobile USA and certain of its subsidiaries to (i) create liens or other encumbrances in respect of borrowed money, (ii) merge, consolidate or sell, or otherwise dispose of, substantially all of their assets or (iii) grant a subsidiary guarantee of debt incurred under the Credit Agreement or certain capital markets debt without also providing a guarantee of the Notes. These . . .

Item 1.02. Termination of a Material Definitive Agreement.

The disclosure set forth under the caption "Indenture; Supplemental Indentures; Notes Issuance" in Item 1.01 of this Current Report on Form 8-K regarding repayment and termination of the Bridge Credit Agreement is also responsive to Item 1.02 of this Current Report on Form 8-K and is incorporated herein by reference. The description of the Bridge Credit Agreement set forth under the caption "Bridge Term Loan Credit Agreement" in Item 2.03 of the Company's Current Report on Form 8-K filed on April 1, 2020 is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under the caption "Indenture; Supplemental Indentures; Notes Issuance" in Item 1.01 of this Current Report on Form 8-K is also responsive to Item 2.03 of this Current Report on Form 8-K and is incorporated herein by reference.

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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
  4.1         Indenture, dated as of April 9, 2020 by and among T-Mobile USA,
              Inc., the Company and Deutsche Bank Trust Company Americas, as
              trustee.
  4.2         First Supplemental Indenture, dated as of April 9, 2020, by and
              among T-Mobile USA, Inc., the Guarantors (as defined therein) and
              Deutsche Bank Trust Company Americas, as trustee, including the Form
              of 3.500% Senior Secured Note due 2025.
  4.3         Second Supplemental Indenture, dated as of April 9, 2020, by and
              among T-Mobile USA, Inc., the Guarantors (as defined therein) and
              Deutsche Bank Trust Company Americas, as trustee, including the Form
              of 3.750% Senior Secured Note due 2027.
  4.4         Third Supplemental Indenture, dated as of April 9, 2020, by and
              among T-Mobile USA, Inc., the Guarantors (as defined therein) and
              Deutsche Bank Trust Company Americas, as trustee, including the Form
              of 3.875% Senior Secured Note due 2030.
  4.5         Fourth Supplemental Indenture, dated as of April 9, 2020, by and
              among T-Mobile USA, Inc., the Guarantors (as defined therein) and
              Deutsche Bank Trust Company Americas, as trustee, including the Form
              of 4.375% Senior Secured Note due 2040.
  4.6         Fifth Supplemental Indenture, dated as of April 9, 2020, by and
              among T-Mobile USA, Inc., the Guarantors (as defined therein) and
              Deutsche Bank Trust Company Americas, as trustee, including the Form
              of 4.500% Senior Secured Note due 2050.
  4.7         Registration Rights Agreement, dated as of April 9, 2020, by and
              among T-Mobile USA, Inc., the Initial Guarantors (as defined
              therein) and Barclays Capital Inc., Deutsche Bank Securities Inc.
              and Goldman Sachs & Co. LLC, as representatives of the Initial
              Purchasers (as defined therein).
  99.1        Press Release entitled "T-Mobile Agrees to Sell $19 Billion of
              Senior Secured Notes."
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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