T-MOBILE US, INC. (NASDAQ:TMUSP) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
T-Mobile USA, Inc. (T-Mobile USA), a direct, wholly-owned
subsidiary of T-Mobile US, Inc. (the Company), recently completed
the issuance of $3.0 billion in aggregate principal amount of
high-yield notes to the Companys majority stockholder Deutsche
Telekom AG (DT) to a purchase agreement, dated as of March13,
2017, among T-Mobile USA, the guarantors party thereto (including
the Company) and DT (the Purchase Agreement).
to the terms of the Purchase Agreement, on April27, 2017,
T-Mobile USA issued to DT $500.0 million in aggregate principal
amount of its 4.000% Senior Notes due 2022-1 (the Initial 2022
Notes) for an aggregate purchase price of $500.0 million.
T-Mobile USA will use the proceeds from the issuance of the
Initial 2022 Notes to redeem callable high-yield notes.
to the terms of the Purchase Agreement, on April28, 2017,
T-Mobile USA issued to DT (i)an additional $500.0 million in
aggregate principal amount of its 4.000% Senior Notes due 2022-1
(the Additional 2022 Notes and, together with the Initial 2022
Notes, the 2022 Notes), (ii)$1.25 billion in aggregate principal
amount of its 5.125% Senior Notes due 2025-1 (the 2025 Notes) and
(iii)$750.0 million in aggregate principal amount of its 5.375%
Senior Notes due 2027-1 (the 2027 Notes and, together with the
2022 Notes and the 2025 Notes, the Notes). Concurrently with the
issuance, we redeemed through net settlement all of the $1.25
billion outstanding aggregate principal amount of T-Mobile USAs
6.288% Senior Reset Notes due 2019 and $1.25 billion outstanding
aggregate principal amount of T-Mobile USAs 6.366% Senior Reset
Notes due 2020 held by DT (the DT Exchange Notes). T-Mobile USA
paid DT $158 million for the redemption premium and accrued
interest due on the DT Exchange Notes.
T-Mobile USA was not required to pay any upfront fees,
underwriting fees, new issuance concession or other consideration
to DT in connection the issuance and sale of the Notes.
The Notes were issued to an Indenture (the Base Indenture), dated
as of April28, 2013, among T-Mobile USA, the guarantors party
thereto and Deutsche Bank Trust Company Americas, as trustee, as
amended and supplemented by (i)the Twenty-Sixth Supplemental
Indenture, dated as of April27, 2017 (the Twenty-Sixth
Supplemental Indenture), among T-Mobile USA, the Company, the
other guarantors party thereto and Deutsche Bank Trust Company
Americas, as trustee, with respect to the 2022 Notes, (ii)the
Twenty-Seventh Supplemental Indenture, dated as of April28, 2017
(the Twenty-Seventh Supplemental Indenture), among T-Mobile USA,
the Company, the other guarantors party thereto and Deutsche Bank
Trust Company Americas, as trustee, with respect to the 2025
Notes, and (iii)the Twenty-Eighth Supplemental Indenture, dated
as of April28, 2017 (the Twenty-Eighth Supplemental Indenture),
among T-Mobile USA, the Company, the other guarantors party
thereto and Deutsche Bank Trust Company Americas, as trustee,
with respect to the 2027 Notes (the Base Indenture, as amended
and supplemented by each of the Twenty-Sixth Supplemental
Indenture, the Twenty-Seventh Supplemental Indenture and the
Twenty-Eighth Supplemental Indenture, each an Indenture and,
collectively, the Indentures). The 2022 Notes will bear interest
at a rate of 4.000%per year and mature on April15, 2022. The 2025
Notes will bear interest at a rate of 5.125%per year and mature
on April15, 2025. The 2027 Notes will bear interest at a rate of
5.375%per year and mature on April15, 2027. T-Mobile USA will pay
interest on each series of Notes semiannually in arrears on each
April15 and October15, commencing October15, 2017.
The Notes will initially be guaranteed on a senior unsecured
basis by the Company and all of T-Mobile USAs wholly-owned
domestic restricted subsidiaries (excluding certain designated
special purpose entities, a certain reinsurance subsidiary and
immaterial subsidiaries), all of T-Mobile USAs restricted
subsidiaries that guarantee certain of its indebtedness, and any
future subsidiary of the Company that directly or indirectly owns
any of T-Mobile USAs equity interests (the Guarantors). The Notes
and the guarantees will be T-Mobile USAs and the Guarantors
senior unsecured obligations and will rank equally in right of
payment with all of T-Mobile USAs 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 USAs 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 USAs 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 rating downgrades during a specified
period of time after the change of control, each holder of the
2022 Notes, the 2025 Notes or 2027 Notes, as applicable, may
require T-Mobile USA to repurchase all or a portion of the 2022
Notes, the 2025 Notes or 2027 Notes, as applicable, 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. In addition, if at any
time T-Mobile USA exercises any rights with respect to its
March16, 2017 publicly issued 4.000% Senior Notes due 2022,
5.125% Senior Notes due 2025 or 5.375% Senior Notes due 2027,
T-Mobile USA is required to exercise the same rights under the
corresponding series of Notes.
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:
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default for 30 days in the payment when due of interest (including Additional Interest (as defined in each Indenture)) on the Notes of the applicable series; |
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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 to comply with its other obligations under the Indentures, in certain cases 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 $100.0 million or more; |
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specified events involving bankruptcy, insolvency or reorganization of T-Mobile USA or certain of its restricted subsidiaries; and |
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failure by T-Mobile USA or certain of its restricted subsidiaries to pay certain final judgments aggregating in excess of $100.0 million within 60 days of such final judgment. |
Upon an Event of Default, the trustee or the holders of at least
25% 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 Notes were issued to DT without being registered under the
Securities Act of 1933, as amended (the Securities Act), in
reliance upon an exemption therefrom. The Company or T-Mobile USA
will not 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 Notes prior to the
date that is six months after the respective issuance dates of
the Notes.
DT is the Companys majority stockholder and a holder of a portion
of T-Mobile USAs outstanding debt, as further described in the
Companys periodic reports with the SEC.
This description of the Twenty-Sixth Supplemental Indenture, the
Twenty-Seventh Supplemental Indenture and the Twenty-Eighth
Supplemental Indenture is a summary only and is qualified in its
entirety by the full and complete terms of the Twenty-Sixth
Supplemental Indenture, the Twenty-Seventh Supplemental Indenture
and the Twenty-Eighth Supplemental Indenture, which are filed as
Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report
on Form 8-K and incorporated herein by reference.
Item1.02 Termination of a Material
Definitive Agreement.
On April28, 2017, that certain Indenture, dated as of
September21, 2010 (as amended and supplemented through the date
hereof), among MetroPCS Wireless, Inc., the guarantors named
therein, and Wells Fargo Bank, N.A., as trustee, was terminated.
Item2.03 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 Form8-K and is incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
The following exhibits are provided as part of this Current
Report on Form 8-K: (d)Exhibits:
| Exhibit | Description | |
| 4.1 |
Twenty-Sixth Supplemental Indenture, dated as of April 27, 2017, 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 4.000% Senior Note due 2022-1. |
|
| 4.2 |
Twenty-Seventh Supplemental Indenture, dated as of April 28, 2017, 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 5.125% Senior Note due 2025-1. |
|
| 4.3 |
Twenty-Eighth Supplemental Indenture, dated as of April 28, 2017, 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 5.375% Senior Note due 2027-1. |
T-MOBILE US, INC. (NASDAQ:TMUSP) Recent Trading Information
T-MOBILE US, INC. (NASDAQ:TMUSP) closed its last trading session down -0.67 at 109.72 with shares trading hands.