T-MOBILE US, INC. (NASDAQ:TMUSP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 – Entry into a Material Definitive Agreement.

Upon an Event of Default, the trustee or the holders of at least 25% in aggregate principal amount of the Public Notes of the applicable series then outstanding may declare all the Public 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 Public Notes of the applicable series will become due and payable immediately without further action or notice.

This description of the Thirty-Second Supplemental Indenture and the Thirty-Third Supplemental Indenture is a summary only and is qualified in its entirety by the full and complete terms of the Thirty-Second Supplemental Indenture and the Thirty-Third Supplemental Indenture, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

DT Notes

On January22, 2018, T-Mobile USA, the Company, and the guarantors party thereto (including the Company) entered into a purchase agreement (the “Purchase Agreement”) with the Company’s majority stockholder, Deutsche Telekom AG (“DT”), to which T-Mobile USA has agreed to issue and sell to DT, and DT has agreed to purchase, $1.0billion in aggregate principal amount of 4.500% senior notes due 2026 and $1.5billion in aggregate principal amount of 4.750% senior notes due 2028 (collectively, the “DT Notes”) directly from T-Mobile USA. T-Mobile USA is not required to pay any upfront fees, underwriting fees, new issuance concession or other consideration to DT in connection with the issuance and sale of the DT Notes. The DT Notes will have substantially the same terms and conditions as each of the 2026 Notes and the 2028 Notes, as applicable, other than issue date, registration rights and CUSIP. In addition, the DT Notes will be issued under separate supplemental indentures and will each constitute a separate series from the Public Notes for all purposes, including voting; provided that if T-Mobile USA exercises its rights in respect of a series of Public Notes, T-Mobile USA will exercise the same rights in respect of the DT Notes of the corresponding series on an equal and ratable basis.

The DT Notes will be issued and sold to DT without being registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. Neither the Company nor T-Mobile USA will be required to file a registration statement with the Securities and Exchange Commission (the “SEC”) providing for the registration under the Securities Act of the DT Notes prior to the date that is six months after the issuance date of the DT Notes.

T-Mobile USA expects to use the issuance and sale of the DT Notes to refinance existing indebtedness by exchanging the DT Notes for all $1.25billion in aggregate principal amount of T-Mobile USA’s 8.097% Senior Reset Notes due 2021 (the “2021 Notes”) and all $1.25billion in aggregate principal amount of T-Mobile USA’s 8.195% Senior Reset Notes due 2022 (the “2022 Notes”) held by DT. In connection with the exchange, T-Mobile USA will pay DT in cash the premium portion of the redemption price set forth in the indenture governing the 2021 Notes and the 2022 Notes, plus accrued but unpaid interest on the 2021 Notes and the 2022 Notes to, but not including, the exchange date. The closing of the issuance and sale of the DT Notes to DT, and exchange of the 2021 Notes and 2022 Notes, is expected to occur on or about April 30, 2018.

DT is the Company’s majority stockholder and a holder of a portion of T-Mobile USA’s outstanding debt, as further described in the Company’s periodic reports with the SEC.

This description of the Purchase Agreement is a summary only and is qualified in its entirety by the full and complete terms of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 1.01 – 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; Public Notes Issuance” in Item 1.01 of this Current Report on Form 8-K is also responsive to Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.01 – Other Events.

On January22, 2018, 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 Public Notes in an aggregate principal amount of $2.5billion. The Public 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 Public Notes from T-Mobile USA to the Underwriting Agreement at an aggregate price of $2,496,875,000. The closing of the offering and delivery of the Public Notes took place on January25, 2018. The Public Notes were issued to an automatic shelf registration statement on Form S-3 that the Company and T-Mobile USA filed with the SEC on April25, 2016, as amended (File No.333-210920). 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 1.01. Financial Statements and Exhibits.

The following exhibits are provided as part of this Current Report on Form 8-K:

(d) Exhibits:

T-Mobile US, Inc. Exhibit
EX-1.1 2 d523287dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version $2,…
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