Item 1.01. Entry into a Material Definitive Agreement.
On December 6, 2021, T-Mobile USA, Inc. ("T-Mobile USA"), a direct, wholly-owned
subsidiary of TMobile US, Inc. (the "Company"), issued $500 million in
aggregate principal amount of its 2.400% Senior Secured Notes due 2029 (the
"2029 Notes"), $1.0 billion in aggregate principal amount of its 2.700% Senior
Secured Notes due 2032 (the "2032 Notes") and $1.5 billion in aggregate
principal amount of its 3.400% Senior Secured Notes due 2052 (the "2052 Notes"
and, together with the 2029 Notes and the 2032 Notes, the "Notes" and the
offering of the Notes, the "Notes Offering") pursuant to the 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 Twenty-First Supplemental Indenture, dated as of
December 6, 2021 (the "Twenty-First Supplemental Indenture"), with respect to
the 2029 Notes, (ii) the Twenty-Second Supplemental Indenture, dated as of
December 6, 2021 (the "Twenty-Second Supplemental Indenture"), with respect to
the 2032 Notes and (iii) the Nineteenth Supplemental Indenture, dated as of
August 13, 2021 (the "Nineteenth Supplemental Indenture"), and the Twenty-Third
Supplemental Indenture, dated as of December 6, 2021 (the "Twenty-Third
Supplemental Indenture" and collectively with the Nineteenth Supplemental
Indenture, the "2052 Notes Supplemental Indenture"), with respect to the 2052
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
Twenty-First Supplemental Indenture, the Twenty-Second Supplemental Indenture
and the 2052 Notes Supplemental Indenture, each an "Indenture" and,
collectively, the "Indentures").
The 2029 Notes bear interest at a rate of 2.400% per year and mature on March
15, 2029. The 2032 Notes bear interest at a rate of 2.700% per year and mature
on March 15, 2032. The 2052 Notes bear interest at a rate of 3.400% per year and
mature on October 15, 2052. T-Mobile USA will pay interest on the 2029 Notes and
the 2032 Notes semiannually in arrears on each March 15 and September 15,
commencing September 15, 2022. T-Mobile USA will pay interest on the 2052 Notes
semiannually in arrears on each April 15 and October 15, commencing April 15,
2022. 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.
The 2052 Notes are an additional issuance of the 3.400% Senior Secured Notes due
2052 issued by TMobile USA in an aggregate principal amount of $1.3 billion on
August 13, 2021 (the "Existing 2052 Notes"), are fungible with the Existing 2052
Notes, and are consolidated with and form a single series with the Existing 2052
Notes. The 2052 Notes have the same terms as the Existing 2052 Notes, other than
the settlement date and offering price, and have the same CUSIP number as the
Existing 2052 Notes (other than the 2052 Notes sold pursuant to Regulation S
under the Securities Act of 1933, as amended (the "Securities Act"), which will
have a separate CUSIP number from the Existing 2052 Notes for the first 40 days
after the settlement date).
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"), among T-Mobile 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 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").
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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 T-Mobile USA's existing secured notes and 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 T-Mobile USA's existing
secured notes and the Credit Agreement, T-Mobile USA's existing 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.
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
. . .
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 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 December 6, 2021, T-Mobile USA, the Company and the other guarantors party
thereto entered into a Registration Rights Agreement (the "Registration Rights
Agreement") with Barclays Capital Inc., Credit Suisse Securities (USA) LLC and
Goldman Sachs & Co. LLC, as representatives of the initial purchasers in the
Notes Offering.
Under the terms of the Registration Rights Agreement, T-Mobile USA and the
guarantors have agreed to use commercially reasonable efforts to file a
registration statement covering an offer to exchange the Notes for Exchange
Securities (as defined in the Registration Rights Agreement) by December 6, 2022
(in the case of the 2029 Notes and the 2032 Notes) or August 13, 2022 (in the
case of the 2052 Notes). T-Mobile USA and the guarantors also have agreed to use
commercially reasonable efforts to have such registration statement declared
effective promptly thereafter and to consummate the Exchange Offer (as defined
in the Registration Rights Agreement) not later than 60 days after the date such
registration statement becomes effective. Alternatively, if T-Mobile USA is
unable to consummate the Exchange Offer under certain conditions, or if holders
of the Notes cannot participate in, or cannot obtain freely transferable
Exchange Securities in connection with, the Exchange Offer for certain specified
reasons, then T-Mobile USA and the guarantors have agreed to use commercially
reasonable efforts to file a shelf registration statement within the times
specified in the Registration Rights Agreement to facilitate resale of the
Notes. All registration expenses (subject to limitations specified in the
Registration Rights Agreement) will be paid by T-Mobile USA and the guarantors.
If, following December 6, 2022 (in the case of the 2029 Notes and the 2032
Notes) or August 13, 2022 (in the case of the 2052 Notes), (x) the exchange
offer registration statement is not on file with the Securities and Exchange
Commission (the "SEC") or (y) a shelf registration statement (if required) is
not on file with the SEC or is declared effective but thereafter ceases to be
effective or usable (subject to certain exceptions), T-Mobile USA will be
required to pay certain Additional Interest as defined in the Registration
Rights Agreement.
Under the terms of the Registration Rights Agreement, T-Mobile USA and the
guarantors have agreed to indemnify certain holders of the Notes against certain
liabilities.
The above description of the Registration Rights Agreement is a summary only and
is subject to, and qualified entirely by, the Registration Rights Agreement,
which is filed as Exhibit 4.6 to this Current Report on Form 8-K and
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 TMobile USA, Inc.,
the Company 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 April 13, 2020).
4.2 Nineteenth Supplemental Indenture, dated as of August 13, 2021, by and
among TMobile USA, Inc., the Guarantors (as defined therein) and
Deutsche Bank Trust Company Americas, as trustee, including the Form of
3.400% Senior Secured Note due 2052 (incorporated by reference to
Exhibit 4.3 to the Company's Current Report on Form 8-K filed on August
13, 2021).
4.3 Twenty-First Supplemental Indenture, dated as of December 6, 2021, by
and among TMobile USA, Inc., the Guarantors (as defined therein) and
Deutsche Bank Trust Company Americas, as trustee, including the Form of
2.400% Senior Secured Note due 2029.
4.4 Twenty-Second Supplemental Indenture, dated as of December 6, 2021, by
and among TMobile USA, Inc., the Guarantors (as defined therein) and
Deutsche Bank Trust Company Americas, as trustee, including the Form of
2.700% Senior Secured Note due 2032.
4.5 Twenty-Third Supplemental Indenture, dated as of December 6, 2021, by
and among TMobile USA, Inc., the Guarantors (as defined therein) and
Deutsche Bank Trust Company Americas, as trustee.
4.6 Registration Rights Agreement, dated as of December 6, 2021, by and
among TMobile USA, Inc., the Initial Guarantors (as defined therein)
and Barclays Capital Inc., Credit Suisse Securities (USA) LLC and
Goldman Sachs & Co. LLC, as representatives of the Initial Purchasers
(as defined therein).
99.1 Press release entitled "TMobile Announces Proposed Offering of Senior
Secured Notes."
99.2 Press release entitled "TMobile Agrees to Sell $3.0 Billion of Senior
Secured Notes."
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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