UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
i T-MOBILE US, INC.
(Exact name of registrant as specified in its charter)
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i Delaware
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i 20-0836269
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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i 12920 SE 38th Street
i Bellevue, i Washington
(Address of principal executive offices)
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i 98006-1350
(Zip Code)
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Registrant’s telephone number, including area code: ( i 425)
i 378-4000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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i Common Stock, $0.00001 par value per share
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i TMUS
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i The Nasdaq Stock Market LLC
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
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On
March 17, 2023, T-Mobile US, Inc. (the “
Company”) announced the completion of the previously announced consent solicitations by its wholly-owned
subsidiaries
Sprint LLC (“
Sprint”) and Sprint Capital Corporation (“
SCC”) (the “
Consent Solicitations”) and the receipt, as of
March 17, 2023, of the requisite consents to approve the Sprint
Indenture Amendments and the SCC
Indenture
Amendments (each as defined below), respectively.
On
March 17, 2023, Sprint entered into the Ninth Supplemental
Indenture (the “
Sprint Supplemental Indenture”) by and between Sprint and The Bank of New York Mellon
Trust Company, N.A. (the “
Sprint Trustee”), which amends and supplements the Senior Notes
Indenture, dated as of
September 11, 2013, by and between Sprint and the Sprint Trustee (as amended and supplemented, the “
Sprint Indenture”).
The Sprint Supplemental
Indenture effects certain amendments (the “
Sprint Indenture Amendments”) to the Sprint
Indenture pertaining to Sprint’s 7.875% Notes due 2023, 7.125% Notes due 2024, 7.625% Notes due 2025 and 7.625% Notes due 2026
(collectively, the “
Sprint Notes”). Holders representing 91.30%, 93.32%, 95.92% and 93.96% in aggregate principal amount of Sprint’s 7.875% Notes due 2023, 7.125% Notes due 2024, 7.625% Notes due 2025 and 7.625% Notes due 2026, respectively,
consented to the Sprint
Indenture Amendments.
Also on
March 17, 2023, SCC entered into the Sixth Supplemental
Indenture (the “
SCC Supplemental Indenture”) by and among SCC, Sprint Communications LLC (“
Sprint
Communications”) and The Bank of New York Mellon Trust Company, N.A. (the “
SCC Trustee”), which amends and supplements the
Indenture, dated as of
October 1, 1998, by and among SCC, Sprint Communications and the SCC Trustee (as amended
and supplemented, the “
SCC Indenture”). The SCC Supplemental
Indenture effects certain amendments (the “
SCC Indenture Amendments” and together with the Sprint
Indenture Amendments, the “
Indenture Amendments”) to the SCC
Indenture pertaining to SCC’s 6.875% Notes due 2028 and 8.750% Notes due 2032 (collectively, the “
SCC Notes” and together with the Sprint Notes, the “
Notes”). Holders representing 88.83% and 94.03% in aggregate principal amount of
SCC’s 6.875% Notes due 2028 and 8.750% Notes due 2032, respectively, consented to the SCC
Indenture Amendments.
The
Indenture Amendments are being effected in connection with the Membership Interest Purchase Agreement, dated as of
September 6, 2022 (as it may be amended, supplemented
or modified from time to time, the “
Purchase Agreement”), made by and among Sprint, Sprint Communications and Cogent Infrastructure, Inc. (“
Cogent”), pursuant to which Cogent agreed to acquire certain assets and liabilities primarily
relating to the U.S. long-haul fiber network (including the non-U.S. extensions thereof) of Sprint Communications and its
subsidiaries (such assets and liabilities collectively, the “
Wireline Business”) on the terms and subject to the
conditions set forth in the Purchase Agreement. The Purchase Agreement provides that, upon the terms and conditions set forth therein, Sprint Communications will undertake a divisive merger and Cogent will purchase from Sprint all of the issued and
outstanding membership interests of a newly formed Delaware limited liability company resulting from such divisive merger that holds the Wireline Business (such transactions contemplated by the Purchase Agreement, the “
Wireline Transaction”).
The Sprint
Indenture Amendments amend the Sprint
Indenture to expressly provide that the restriction on mergers, consolidations and transfers of all or substantially all
property and assets of Sprint Communications shall not apply to the Wireline Transaction or certain divisive mergers in connection with or in contemplation of a disposition or other separation of the Wireline Business. The SCC
Indenture Amendments
amend the SCC
Indenture to expressly provide that the restriction on mergers and consolidations of Sprint Communications shall not apply to the Wireline Transaction or certain divisive mergers in connection with or in contemplation of a disposition
or other separation of the Wireline Business.
The Sprint Supplemental
Indenture and the SCC Supplemental
Indenture each became effective on
March 17, 2023 and the
Indenture Amendments will become operative upon the
payment of the applicable consent payments to the paying agent for the benefit of the holders of each series of Sprint Notes and SCC Notes whose consents were validly delivered (and not revoked) at or prior to the expiration of the applicable Consent
Solicitation in accordance with the terms and conditions applicable to the relevant Consent Solicitation.
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Item 3.03.
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Material Modification to Rights of Security Holders.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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No Offer or Solicitation
This communication is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any series of Notes or any other securities. This
communication is also not a solicitation of consents with respect to the
Indenture Amendments or any securities. The solicitation of consents by Sprint was made only pursuant to the Sprint consent solicitation statement, and the solicitation of
consents by SCC was made only pursuant to the SCC consent solicitation statement.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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Sixth Supplemental Indenture, dated as of March 17, 2023, by and among Sprint Capital Corporation, Sprint Communications LLC and The Bank of New York Mellon Trust Company, N.A. |
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Ninth Supplemental Indenture, dated as of March 17, 2023, by and between Sprint LLC and The Bank of New York Mellon Trust Company, N.A. |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Name:
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Peter Osvaldik |
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Title:
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Executive Vice President and |
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Chief Financial Officer |
