Item 8.01. Other Events.
Proposed Private Placement of Senior Secured Notes
On June 18, 2020, T-Mobile US, Inc. (the "Company") issued a press release
announcing that T-Mobile USA, Inc., its direct wholly-owned subsidiary, plans to
offer, subject to market and other conditions, senior secured notes (the
"Notes") in a private debt offering (the "Private Placement") pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act").
The Notes will be offered and sold only to persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A and in offshore
transactions pursuant to Regulation S under the Securities Act. The Notes and
related guarantees will not be registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
The press release announcing the Private Placement was issued in accordance with
Rule 135c under the Securities Act. A copy of the press release announcing the
offering of the Notes is attached as Exhibit 99.1 and incorporated by reference
into this Item 8.01.
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy the Notes, the guarantees or any other
securities, nor shall it constitute an offer to sell, solicitation or sale in
any jurisdiction in which such offer, solicitation or sale would be unlawful.
Any offers of the Notes would be made only by means of a confidential offering
memorandum.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
99.1 Press Release, dated June 18, 2020, entitled "T-Mobile Announces Proposed
Offering of Senior Secured Notes"
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
--------------------------------------------------------------------------------
Cautionary Statement Regarding Forward-Looking Statements
The information contained in this Current Report on Form 8-K includes
forward-looking statemnts within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of
historical fact, including information concerning plans and expectations with
regard to the Private Placement, are forward-looking statements. These
forward-looking statements are generally identified by the words "anticipate",
"believe", "estimate", "expect", "intend", "may", "could" or similar
expressions. Forward-looking statements are based on current expectations and
assumptions, which are subject to risks and uncertainties and may cause actual
results to differ materially from the forward-looking statements. Important
factors that could affect future results and cause those results to differ
materially from those expressed in the forward-looking statements include, among
others, the following: the failure to realize the expected benefits and
synergies of the merger with Sprint, pursuant to the Business Combination
Agreement with Sprint and the other parties named therein (as amended, the
"Business Combination Agreement") and the other transactions contemplated by the
Business Combination Agreement (collectively, the "Transactions") in the
expected timeframes, in part or at all; adverse economic, political or market
conditions in the U.S. and international markets, including those caused by the
COVID-19 pandemic; costs of or difficulties in integrating Sprint's network and
operations into our network and operations, including intellectual property and
communications systems, administrative and information technology infrastructure
and accounting, financial reporting and internal control systems; changes in key
customers, suppliers, employees or other business relationships as a result of
the consummation of the Transactions; our ability to make payments on debt or to
repay existing or future indebtedness when due or to comply with the covenants
contained therein; adverse changes in the ratings of our debt securities or
adverse conditions in the credit markets; the assumption of significant
liabilities, including the liabilities of Sprint, in connection with, and
significant costs, including financing costs, related to, the Transactions; the
risk of future material weaknesses resulting from the differences between
T-Mobile's and Sprint's internal controls environments as we work to integrate
and align guidelines and practices; the impacts of the actions we have taken and
conditions we have agreed to in connection with the regulatory approvals of the
Transactions including costs or difficulties related to the completion of the
divestiture of Sprint's prepaid wireless businesses to DISH Network Corporation
and the satisfaction of any related government commitments to such divestiture
and any other commitments or undertakings that we have entered into; natural
disasters, public health crises, including the COVID-19 pandemic, terrorist
attacks or similar incidents, and the impact that any of the foregoing may have
on us and our customers and other stakeholders; competition, industry
consolidation and changes in the market for wireless services, which could
negatively affect our ability to attract and retain customers; the effects of
any future merger, investment, or acquisition involving us, as well as the
effects of mergers, investments or acquisitions in the technology, media and
telecommunications industry; our business, investor confidence in our financial
results and stock price may be adversely affected if our internal controls are
not effective; the effects of the material weakness in Sprint's internal
controls over financial reporting or the identification of any additional
material weaknesses as we complete our assessment of the Sprint control
environment; breaches of our and/or our third-party vendors' networks,
information technology and data security, resulting in unauthorized access to
customer confidential information; the inability to implement and maintain
effective cyber-security measures over critical business systems; challenges in
implementing our business strategies or funding our operations, including
payment for additional spectrum or network upgrades; the impact on our networks
and business from major system and network failures; difficulties in managing
growth in wireless data services, including network quality; material changes in
available technology and the effects of such changes, including product
substitutions and deployment costs and performance; the timing, scope and
financial impact of our deployment of advanced network and business
technologies; the occurrence of high fraud rates related to device financing,
credit cards, dealers or subscriptions; our inability to retain and hire key
personnel; any changes in the regulatory environments in which we operate,
including any increase in restrictions on the ability to operate our networks
and changes in data privacy laws; unfavorable outcomes of existing or future
litigation or regulatory actions, including litigation or regulatory actions
related to the Transactions; the possibility that we may be unable to adequately
protect our intellectual property rights or be accused of infringing the
intellectual property rights of others; changes in tax laws, regulations and
existing standards and the resolution of disputes with any taxing jurisdictions;
the possibility that we may be unable to renew our spectrum licenses on
attractive terms or acquire new spectrum licenses at reasonable costs and terms;
any disruption or failure of our third parties' (including key suppliers')
provisioning of products or services; material adverse changes in labor matters,
including labor campaigns, negotiations or additional organizing activity, and
any resulting financial, operational and/or reputational impact; changes in
accounting assumptions that regulatory agencies, including the Securities and
Exchange Commission, may require, which could result in an impact on earnings;
ongoing purchase price accounting allocations, accounting policy alignments and
other adjustments and assumptions; and interests of our significant stockholders
that may differ from the interests of other stockholders. Given these risks and
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. We undertake no obligation to revise or publicly
release the results of any revision to these forward-looking statements, except
as required by law.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses