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 $4.0 billion in aggregate principal amount of
high-yield notes to the Companys majority stockholder Deutsche
Telekom AG (DT). T-Mobile USA will use the proceeds from the
issuance of the Notes (as defined below) to fund a portion of the
purchase price of spectrum licenses won in the Federal
Communications Commission (the FCC) 600 MHz spectrum auction due
to the FCC.

On May9, 2017, to the terms of several purchase agreements dated
March6, 2016,April25, 2016 and April29, 2016, respectively, in
each case among T-Mobile USA, the guarantors party thereto
(including the Company), and DT, T-Mobile USA issued to DT
(i)$2.000 billion in aggregate principal amount of T-Mobile USAs
5.300% Senior Notes due 2021 (the 2021 Notes) for a purchase
price of $2.000 billion, (ii)$1.350 billion in aggregate
principal amount of T-Mobile USAs 6.000% Senior Notes due 2024
(the $1.350B 2024 Notes) for a purchase price of approximately
$1.391 billion and (iii)$650 million in aggregate principal
amount of T-Mobile USAs 6.000% Senior Notes due 2024 (the $650M
2024 Notes, together with the $1.350B 2024 Notes, the 2024 Notes
and together with the 2021 Notes, the Notes) for a purchase price
of approximately $674 million.

T-Mobile USA was not required to pay any commitment fees,
underwriting fees, new issuance concession or other compensation
to DT in connection with the issuance and sale of the Notes, but
was required to reimburse DT for its hedging costs related to its
commitments.

The 2021 Notes were issued to an Indenture (the Base Indenture),
dated as of April28, 2013, among T-Mobile USA, the Company, the
other guarantors party thereto and Deutsche Bank Trust Company
Americas, as trustee, as amended and supplemented by the
Twenty-Ninth Supplemental Indenture, dated as of May9, 2017 (the
Twenty-Ninth Supplemental Indenture), among T-Mobile USA, the
Company, the other guarantors party thereto and Deutsche Bank
Trust Company Americas, as trustee. The 2021 Notes will bear
interest at a rate of 5.300%per year and mature on March15, 2021.
T-Mobile USA will pay interest on the 2021 Notes semiannually in
arrears on each March15 and September15, commencing September15,
2017.

The 2024 Notes were issued on the same terms as T-Mobile USAs
$1.000 billion in aggregate principal amount of 6.000% Senior
Notes due 2024 which were issued on April1, 2016, other than
issue date, purchase price, initial interest payment date,
registration rights and CUSIP number, to an Indenture (the Base
Indenture), dated as of April28, 2013, among T-Mobile USA, the
Company, the other guarantors party thereto and Deutsche Bank
Trust Company Americas, as trustee, as amended and supplemented
by (i)the Twenty-First Supplemental Indenture, dated as of
April1, 2016 (the Twenty-First Supplemental Indenture), among
T-Mobile USA, the Company, the other guarantors party thereto and
Deutsche Bank Trust Company Americas, as trustee and (ii)the
Thirtieth Supplemental Indenture, dated as of May9, 2017 (the
Thirtieth Supplemental Indenture), among T-Mobile USA, the
Company, the other guarantors party thereto and Deutsche Bank
Trust Company Americas, as trustee (the Base Indenture, as
amended and supplemented by each of the Twenty-First Supplemental
Indenture, the Twenty-Ninth Supplemental Indenture and the
Thirtieth Supplemental Indenture, each an Indenture and,
collectively, the Indentures). The 2024 Notes will bear interest
at a rate of 6.000%per year and mature on April15, 2024. T-Mobile
USA will pay interest on each series of 2024 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
2021 Notes or 2024 Notes, as applicable, may require T-Mobile USA
to repurchase all or a portion of the 2021 Notes or 2024 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.

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:

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-First Supplemental Indenture is a
summary only and is qualified in its entirety by the full and
complete terms of the Twenty-First Supplemental Indenture, which
is filed as Exhibit 4.1 to the Current Report on Form 8-K filed
on April1, 2016 and incorporated herein by reference. This
description of the Twenty-Ninth Supplemental Indenture and the
Thirtieth Supplemental Indenture is a summary only and is
qualified in its entirety by the full and complete terms of the
Twenty-Ninth Supplemental Indenture and the Thirtieth
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.

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 Item1.01 of this Current Report on
Form 8-K is also responsive to Item2.03 of this Current Report on
Form 8-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:

T-MOBILE US, INC. (NASDAQ:TMUSP) Recent Trading Information

T-MOBILE US, INC. (NASDAQ:TMUSP) closed its last trading session down -1.11 at 106.81 with shares trading hands.