Item 1.01. Entry into a Material Definitive Agreement.

Supplemental Indentures; Notes Issuance

On January 14, 2021, T-Mobile USA, Inc. ("T-Mobile USA"), a direct, wholly-owned subsidiary of T-Mobile US, Inc. (the "Company"), issued $1.0 billion in aggregate principal amount of its 2.250% Senior Notes due 2026 (the "2026 Notes"), $1.0 billion in aggregate principal amount of its 2.625% Senior Notes due 2029 (the "2029 Notes") and $1.0 billion in aggregate principal amount of its 2.875% Senior Notes due 2031 (the "2031 Notes" and, together with the 2026 Notes and the 2029 Notes, the "Notes") pursuant to the Indenture (the "Base Indenture"), dated as of April 28, 2013, among T-Mobile USA, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), as amended and supplemented to date and further amended and supplemented by (i) the Forty-Third Supplemental Indenture, dated as of January 14, 2021 (the "Forty-Third Supplemental Indenture"), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2026 Notes, (ii) the Forty-Fourth Supplemental Indenture, dated as of January 14, 2021 (the "Forty-Fourth Supplemental Indenture"), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2029 Notes and (iii) the Forty-Fifth Supplemental Indenture, dated as of January 14, 2021 (the "Forty-Fifth Supplemental Indenture" and together with the Forty-Third Supplemental Indenture and the Forty-Fourth Supplemental Indenture, the "Supplemental Indentures"), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2031 Notes (the Base Indenture, as amended and supplemented by each of the Forty-Third Supplemental Indenture, the Forty-Fourth Supplemental Indenture and the Forty-Fifth Supplemental Indenture, each an "Indenture" and, collectively, the "Indentures"). The 2026 Notes will bear interest at a rate of 2.250% per year and mature on February 15, 2026. The 2029 Notes will bear interest at a rate of 2.625% per year and mature on February 15, 2029. The 2031 Notes will bear interest at a rate of 2.875% per year and mature on February 15, 2031. T-Mobile USA will pay interest on each series of Notes semiannually in arrears on each February 15 and August 15, commencing August 15, 2021. The net proceeds from the sale of the Notes are expected to be used for general corporate purposes, which may include among other things, financing acquisitions of additional spectrum and refinancing existing indebtedness on an ongoing basis.

T­Mobile USA's obligations under the Notes will be guaranteed on a senior unsecured basis (such guarantees, the "Guarantees") by the Company and each wholly-owned subsidiary of T­Mobile USA that is not an Excluded Subsidiary (as defined in the Supplemental Indentures) and is or becomes an obligor of the Credit Agreement, dated as of April 1, 2020 (the "Credit Agreement"), among T­Mobile USA, as borrower, the banks and financial institutions party thereto as lenders and issuing banks, and Deutsche Bank AG New York Branch, as administrative agent, 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 T­Mobile USA (the "Guarantors"). The Notes and the Guarantees will be T-Mobile USA's and the Guarantors' senior unsecured obligations and will rank equally in right of payment with all 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 and the Guarantees, and will rank senior in right of payment to any future indebtedness of T-Mobile USA or any Guarantor that provides by its terms that it is subordinated in right of payment to the Notes and the Guarantees. The Notes and the Guarantees will be effectively subordinated to all of T-Mobile USA's and the Guarantors' existing and future secured indebtedness to the extent of the assets securing such indebtedness, and will be structurally subordinated to all of the liabilities and preferred stock of any of T-Mobile USA's subsidiaries that do not guarantee the Notes.

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 its restricted subsidiaries to incur more debt, pay dividends and make distributions, make certain investments, repurchase stock, create liens or other encumbrances, enter into transactions with affiliates, enter into agreements that restrict dividends or distributions from subsidiaries, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets. These limitations are subject to a number of important qualifications and exceptions. -------------------------------------------------------------------------------- Each Indenture contains customary Events of Default (as defined in each Indenture), including:

• default for 30 days in the payment when due of interest on the Notes of the

applicable series;

• default in the payment when due (at maturity, upon redemption or otherwise) of

the principal of, or premium, if any, on, the Notes of the applicable series;

• failure by T-Mobile USA or its restricted subsidiaries to comply with their

other obligations under the Indenture, subject to notice and grace periods;

• payment defaults and accelerations with respect to other indebtedness of

T-Mobile USA and certain of its restricted subsidiaries in the aggregate
   principal amount of at least the greater of (x) $250.0 million and (y) 1.0% of
   Specified Consolidated Cash Flow (as defined in the Supplemental Indentures) on
   a pro forma basis over a four-quarter test period;

• specified events involving bankruptcy, insolvency or reorganization of T-Mobile

USA or certain of its restricted subsidiaries; and

• failure by T-Mobile USA or certain of its restricted subsidiaries to pay


   certain final judgments aggregating in excess of the greater of (x) $250.0
   million and (y) 1.0% of Specified Consolidated Cash Flow on a pro forma basis
   over a four-quarter test period within 60 consecutive days of such final
   judgment.

Upon an Event of Default, the trustee or the holders of at least 30% in aggregate principal amount of the Notes of the applicable series then outstanding may declare all the Notes of such series to be due and payable immediately. In the case of Events of Default relating to bankruptcy, insolvency or reorganization, all outstanding Notes of the applicable series will become due and payable immediately without further action or notice.

The above description of the Indentures is a summary only and is subject to, and . . .

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 "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.

Item 8.01. Other Events.

On January 11, 2021, T-Mobile USA and the Guarantors entered into an underwriting agreement (the "Underwriting Agreement") with the several underwriters named in the Underwriting Agreement (the "Underwriters"), for which Deutsche Bank Securities Inc. acted as representative, relating to an underwritten public offering of the Notes in an aggregate principal amount of $3.0 billion. The Notes were offered to the public at a price equal to 100.0% of the principal amount thereof, and the Underwriters agreed to purchase the Notes from T-Mobile USA pursuant to the Underwriting Agreement at an aggregate price of $2,985,000,000. The closing of the offering and delivery of the Notes took place on January 14, 2021. The Notes were issued pursuant to an automatic shelf registration statement on Form S-3 that the Company and T-Mobile USA filed with the SEC on September 28, 2020, as amended (File No. 333-249079). A prospectus supplement relating to the offering has been filed with the SEC.

This description of the Underwriting Agreement is a summary only and is qualified in its entirety by the full and complete terms of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. --------------------------------------------------------------------------------

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



  1.1       Underwriting Agreement, dated January 11, 2021, among T-Mobile USA,
            Inc., T-Mobile US, Inc., the other guarantors party thereto and the
            several Underwriters named in Schedule 1 thereto for which Deutsche
            Bank Securities Inc. acted as representative.
  4.1       Indenture, dated as of April 28, 2013 by and among T­Mobile USA,
            Inc., the guarantors party thereto and Deutsche Bank Trust Company
            Americas, as trustee (incorporated by reference to Exhibit 4.1 to the
            Company's Current Report on Form 8-K filed on May 2, 2013).
  4.2       Forty-Third Supplemental Indenture, dated as of January 14, 2021, by
            and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors
            party thereto and Deutsche Bank Trust Company Americas, as trustee,
            including the Form of 2.250% Senior Note due 2026.
  4.3       Forty-Fourth Supplemental Indenture, dated as of January 14, 2021, by
            and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors
            party thereto and Deutsche Bank Trust Company Americas, as trustee,
            including the Form of 2.625% Senior Note due 2029.
  4.4       Forty-Fifth Supplemental Indenture, dated as of January 14, 2021, by
            and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors
            party thereto and Deutsche Bank Trust Company Americas, as trustee,
            including the Form of 2.875% Senior Note due 2031.
  5.1       Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.
  5.2       Opinion of Polsinelli PC.
  5.3       Opinion of McLane Middleton Professional Association
  23.1      Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in
            Exhibit 5.1).
  23.2      Consent of Polsinelli PC (included in Exhibit 5.2).
  23.3      Consent of McLane Middleton Professional Association (included in
            Exhibit 5.3).
  99.1      Press release entitled "T-Mobile Announces Proposed Public Offering
            of Senior Notes."
  99.2      Press release entitled "T-Mobile Agrees to Sell $3.0 Billion of
            Senior Notes."
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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