Item 1.02. Termination of a Material Definitive Agreement.

On the Closing Date, in connection with the Merger Transactions, the Company repaid all outstanding amounts owed under, and terminated the following agreements:



     •  Credit Agreement, dated as of February 3, 2017, among Sprint
        Communications, Inc., the several lenders from time to time party thereto,
        and JPMorgan Chase Bank, N.A. as administrative agent for the lenders; and


     •  Third Amended and Restated Receivables Purchase Agreement, dated as of
        June 29, 2018, among the SFE 1, LLC, SFE 2, LLC, Sprint Spectrum L.P., the
        various purchasers and purchaser agents from time to time party thereto,
        and Mizuho Bank, Ltd. as administrative and collateral agent.

Item 2.01. Completion of Acquisition or Disposition of Assets.

This Current Report on Form 8-K is being filed in connection with the completion on April 1, 2020 (the "Closing Date") of the previously announced business combination between T-Mobile US, Inc., a Delaware corporation ("T-Mobile"), and Sprint Corporation, a Delaware corporation ("Sprint" or the "Company"), pursuant to the Business Combination Agreement, dated as of April 29, 2018 (as amended, the "Business Combination Agreement"), by and among T-Mobile, Sprint, Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile ("Merger Company"), Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Merger Company ("Merger Sub"), Starburst I, Inc., a Delaware corporation ("Starburst"), Galaxy Investment Holdings, Inc., a Delaware corporation ("Galaxy" and, together with Starburst, the "SoftBank US HoldCos"), and for the limited purposes set forth therein, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands, and SoftBank Group Corp., a Japanese kabushiki kaisha ("SoftBank").

Pursuant to the Business Combination Agreement, on the Closing Date, (i) the SoftBank US HoldCos merged with and into Merger Company, with Merger Company continuing as the surviving entity and as a wholly owned subsidiary of T-Mobile (the "HoldCo Mergers"), and (ii) immediately following the HoldCo Mergers, Merger Sub merged with and into Sprint, with Sprint continuing as the surviving corporation and as a wholly owned indirect subsidiary of T-Mobile (the "Merger" and, together with the HoldCo Mergers, the "Merger Transactions"). In connection with the completion of the Merger Transactions, the parties to the Business Combination Agreement waived the condition to closing set forth in the Business Combination Agreement with respect to the final consent of the California Public Utilities Commission (the "CPUC"), to the extent required such that all regulatory approvals required for the Merger Transactions to be completed on April 1, 2020 were satisfied or waived as of such date. The parties entered into this waiver without any admission as to whether such final consent was required in connection with the Merger Transactions, following the release of the CPUC's proposed decision to approve the Merger on March 11, 2020.

Pursuant to the Business Combination Agreement, (i) at the effective time of the HoldCo Mergers, all the issued and outstanding shares of common stock of Galaxy, par value $0.01 per share, and all the issued and outstanding shares of common stock of Starburst, par value $0.01 per share, held by SoftBank Group Capital Limited, a private limited company incorporated in England and Wales and a wholly owned subsidiary of SoftBank and the sole stockholder of each of Galaxy and Starburst, were converted such that SoftBank Group Capital Limited received an aggregate number of shares of common stock, par value $0.00001 per share, of T-Mobile ("T-Mobile Common Stock"), equal to the product of (x) 0.10256 (the "Exchange Ratio") and (y) the aggregate number of shares of common stock, par value $0.01 per share, of Sprint ("Sprint Common Stock"), held by the SoftBank US HoldCos, collectively, immediately prior to the effective time of the HoldCo . . .

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

Off-Balance Sheet Arrangement of a Registrant.

New Credit Agreement

On the Closing Date, T-Mobile USA, Inc., a direct, wholly-owned subsidiary of T-Mobile ("T-Mobile USA"), entered into a Credit Agreement (the "New 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, providing for a $4.0 billion term loan facility (the "New Term Loan Facility") and a $4.0 billion revolving credit facility (the "New Revolving Credit Facility").

T-Mobile USA's obligations under the New Credit Agreement are guaranteed by T-Mobile and by all of T-Mobile USA's wholly-owned domestic restricted subsidiaries (other than certain excluded subsidiaries including certain designated special purpose finance vehicle entities, insurance subsidiaries and immaterial subsidiaries), including the Company and certain of its subsidiaries. In addition, T-Mobile USA's obligations under the New Credit Agreement and the guarantee obligations of the guarantors are supported by a first priority pledge (subject to permitted liens under the New Credit Agreement) in substantially all of the tangible and intangible personal property assets of T-Mobile USA and the guarantors (other than the Company, Sprint Communications, Inc. and Sprint Capital Corporation, which provide guarantees on an unsecured basis), in each case subject to certain exceptions as set forth in the New Credit Agreement, the Collateral Agreement, dated as of April 1, 2020 (the "Collateral Agreement"), by and among T-Mobile USA, T-Mobile and the other grantors party thereto in favor of Deutsche Bank Trust Company Americas, as collateral trustee, and related documentation.

The loans under the New Term Loan Facility mature on April 1, 2027. The loans under the New Term Loan Facility are payable in quarterly installments of 0.25% of the sum of the aggregate amount of the term loans outstanding thereunder on the Closing Date, with the remaining balance due at maturity, except as otherwise extended or replaced. The loans under the New Term Loan Facility may be prepaid by T-Mobile USA at any time without penalty or premium, subject to customary LIBOR breakage provisions and a soft call prepayment premium of 1.00% of the outstanding principal amount of the loans under the New Term Loan Facility payable upon the refinancings of certain loans by T-Mobile USA with lower priced debt prior to October 1, 2020, subject to customary exclusions.

Commitments under the New Revolving Credit Facility will mature on April 1, 2025, except as otherwise extended or replaced. T-Mobile USA may repay amounts borrowed, reborrow and/or terminate the commitments under the New Revolving Credit Facility (in whole or part) at any time without premium or penalty.

The rates of interest on amounts borrowed under the Term Loan Facility are based on, at T-Mobile USA's option, either LIBOR (subject to a 0% LIBOR floor) plus a margin of 3.00% or an alternate base rate plus a margin of 2.00%, and amounts borrowed under the Revolving Credit Facility are based on, at T-Mobile USA's option, either LIBOR (subject to a 0% LIBOR floor) plus a margin of 1.25% or an alternate base rate plus a margin of 0.25%, with the margins subject to reduction to 1.00% and 0.00%, respectively, if T-Mobile's Total First Lien Net Leverage Ratio (as defined in the New Credit Agreement) is less than or equal to . . .

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard; Transfer of Listing.

Prior to the Effective Time, shares of Sprint Common Stock were listed and traded on the New York Stock Exchange (the "NYSE") under the trading symbol "S." As a result of the Merger Transactions, the Company no longer fulfills the listing requirements of the NYSE. On the Closing Date, the Company notified the NYSE that the Merger Transactions had been completed and requested that trading of shares of Sprint Common Stock on the NYSE be suspended prior to the opening of trading on the Closing Date. In addition, the Company requested that the NYSE file with the Securities and Exchange Commission (the "SEC") a notification of removal from listing on Form 25 to delist Sprint Common Stock from the NYSE and deregister Sprint Common Stock under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). The NYSE filed the Form 25 on the Closing Date. As a result, Sprint Common Stock is no longer listed on the NYSE. The Company intends to file with the SEC certifications on Form 15 requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated and suspended, respectively.

The information set forth in Item 2.01 is incorporated herein by reference.

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Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

At the Effective Time, a change in control of Sprint occurred, and Sprint is now a wholly owned subsidiary of T-Mobile.

The information set forth in Items 2.01, 3.03 and 5.02 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Business Combination Agreement, at the Effective Time, J. Braxton Carter and David A. Miller, who were the directors of Merger Sub immediately prior to the Effective Time, became directors of Sprint. In addition, in accordance with the Business Combination Agreement, effective as of the Effective Time, Gordon M. Bethune, Raul Marcelo Claure, Michel Combes, Patrick T. Doyle, Ronald D. Fisher, Julius Genachowski, Stephen R. Kappes, Admiral Michael G. Mullen, Masayoshi Son and Sara Martinez Tucker are no longer directors of Sprint; in each case, this cessation of service was not related to any disagreement with Sprint on any matter relating to Sprint's operations, policies or practices. As of the Effective Time, G. Michael Sievert, Mr. Carter and Peter Osvaldik became the Chief Executive Officer & President, Executive Vice President & Chief Financial Officer, and Senior Vice President, Finance & Chief Accounting Officer, respectively, of Sprint. In connection therewith, as of the Effective Time, Mr. Claure, Executive Chairman, Mr. Combes, President and Chief Executive Officer, Nestor Cano, Chief Operating Officer, John Saw, Chief Technology Officer, Andrew Davies, Chief Financial Officer, Jorge Gracia, Chief Legal Officer, and Paul Schieber, Vice President and Controller, no longer serve in such positions for Sprint; in each case, this cessation of service was not related to any disagreement with Sprint on any matter relating to Sprint's operations, policies or practices.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

At the Effective Time, the certificate of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated in accordance with the terms of the Business Combination Agreement.

A copy of the amended and restated certificate of incorporation and the amended and restated bylaws of the Company are filed as Exhibits 3.1 and 3.2, respectively, hereto and incorporated herein by reference.

The information set forth in Item 2.01 is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.


 Exhibit
   No.                                       Description

   2.1             Business Combination Agreement, dated as of April 29, 2018, by and
                 among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub
                 Corp., Sprint Corporation, Starburst I, Inc., Galaxy Investment
                 Holdings, Inc., and for the limited purposes set forth therein,
                 Deutsche Telekom AG, Deutsche Telekom Holding B.V. and SoftBank
                 Group Corp. (incorporated herein by reference to Exhibit 2.1 to
                 Sprint's Current Report on Form 8-K filed with the SEC on April 30,
                 2018).

   2.2             Amendment No. 1, dated as of July 26, 2019, to the Business
                 Combination Agreement, dated as of April 29, 2018, by and among
                 T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub
                 Corporation, Sprint Corporation, Starburst I, Inc., Galaxy
                 Investment Holdings, Inc., and for the limited purposes set forth
                 therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V. and
                 SoftBank Group Corp. (incorporated herein by reference to Exhibit
                 2.2 to Sprint's Current Report on Form 8-K filed with the SEC on
                 July 26, 2019).

   2.3             Amendment No. 2, dated as of February 20, 2020, to the Business
                 Combination Agreement, dated as of April 29, 2018, by and among
                 T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub
                 Corporation, Sprint Corporation, Starburst I, Inc., Galaxy
                 Investment Holdings, Inc., and for the limited purposes set forth
                 therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V. and
                 SoftBank Group Corp. (incorporated by reference to Exhibit 2.1 to
                 Sprint's Current Report on Form 8-K filed with the SEC on
                 February 20, 2020).

   3.1             Amended and Restated Certificate of Incorporation.

   3.2             Amended and Restated Bylaws.

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

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