Item 1.01. Entry into a Material Definitive Agreement.
On May 13, 2021, T-Mobile USA, Inc. ("T-Mobile USA"), a direct, wholly-owned
subsidiary of T-Mobile US, Inc. (the "Company"), issued $800 million in
aggregate principal amount of its 2.250% Senior Notes due 2026 (the "2026
Notes"), $1.10 billion in aggregate principal amount of its 3.375% Senior Notes
due 2029 (the "2029 Notes") and $1.10 billion in aggregate principal amount of
its 3.500% Senior Notes due 2031 (the "2031 Notes" and, together with the 2026
Notes and the 2029 Notes, the "Notes") pursuant to the Indenture (the "Base
Indenture"), dated as of April 28, 2013, among T-Mobile USA, the guarantors
party thereto and Deutsche Bank Trust Company Americas, as trustee (the
"Trustee"), as amended and supplemented to date, including by (i) the
Forty-Third Supplemental Indenture, dated as of January 14, 2021 (the
"Forty-Third Supplemental Indenture"), among T-Mobile USA, the Company, the
other guarantors party thereto and the Trustee, with respect to the 2026 Notes,
(ii) the Forty-Seventh Supplemental Indenture, dated as of March 23, 2021 (the
"Forty-Seventh Supplemental Indenture"), among T-Mobile USA, the Company, the
other guarantors party thereto and the Trustee, with respect to the 2029 Notes
and (iii) the Forty-Eighth Supplemental Indenture, dated as of March 23, 2021
(the "Forty-Eighth Supplemental Indenture" and together with the Forty-Third
Supplemental Indenture and the Forty-Seventh Supplemental Indenture, the
"Supplemental Indentures"), among T-Mobile USA, the Company, the other
guarantors party thereto and the Trustee, with respect to the 2031 Notes (the
Base Indenture, as amended and supplemented by each of the Forty-Third
Supplemental Indenture, the Forty-Seventh Supplemental Indenture and the
Forty-Eighth Supplemental Indenture, each an "Indenture" and, collectively, the
"Indentures"). The 2026 Notes will bear interest at a rate of 2.250% per year
and mature on February 15, 2026. The 2029 Notes will bear interest at a rate of
3.375% per year and mature on April 15, 2029. The 2031 Notes will bear interest
at a rate of 3.500% per year and mature on April 15, 2031. T-Mobile USA will pay
interest on the 2026 Notes semiannually in arrears on each February 15 and
August 15, commencing August 15, 2021. T-Mobile USA will pay interest on the
2029 Notes and the 2031 Notes semiannually in arrears on each April 15 and
October 15, commencing October 15, 2021. T-Mobile USA intends to use the net
proceeds from the sale of the Notes first to redeem its 6.000% Senior Notes due
2023, 6.000% Senior Notes due 2024 and 5.125% Senior Notes due 2025 and then for
refinancing other indebtedness.
The 2026 Notes are an additional issuance of the 2.250% Senior Notes due 2026
issued by T-Mobile USA in an aggregate principal amount of $1.00 billion on
January 14, 2021 (the "Existing 2026 Notes"). The 2029 Notes are an additional
issuance of the 3.375% Senior Notes due 2029 issued by T-Mobile USA in an
aggregate principal amount of $1.25 billion on March 23, 2021 (the "Existing
2029 Notes"). The 2031 Notes are an additional issuance of the 3.500% Senior
Notes due 2031 issued by T-Mobile USA in an aggregate principal amount of
$1.35 billion on March 23, 2021 (the "Existing 2031 Notes"). The 2026 Notes, the
2029 Notes and the 2031 Notes offered hereby will be consolidated with and form
a single series with the Existing 2026 Notes, the Existing 2029 Notes and the
Existing 2031 Notes, respectively, and will have the same respective terms other
than the settlement date and offering price; however, unless and until exchanged
for registered notes pursuant to the exchange offer described in Item 8.01 of
this Current Report on Form 8-K, the 2026 Notes, the 2029 Notes and the 2031
Notes will have separate CUSIP numbers from, and will not be fungible with, the
Existing 2026 Notes, the Existing 2029 Notes and the Existing 2031 Notes,
respectively.
T-Mobile USA's obligations under the Notes will be guaranteed on a senior
unsecured basis (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 Supplemental Indentures) 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 "Guarantors").
The Notes and the Guarantees will be T-Mobile USA's and the Guarantors' senior
unsecured obligations and will rank equally in right of payment with all 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 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 USA's 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 USA's subsidiaries
that do not guarantee the Notes.
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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 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:
• default for 30 days in the payment when due of interest on the Notes of
the applicable series;
• 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 or its restricted subsidiaries to comply with
their other obligations under the Indenture, subject to notice and grace
periods;
. . .
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.
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Item 8.01. Other Events.
On May 13, 2021, the Company, T-Mobile USA and the other guarantors party
thereto entered into a Registration Rights Agreement (the "Registration Rights
Agreement") with J.P. Morgan Securities LLC, as representative of the initial
purchasers in the Notes Offering.
Under the terms of the Registration Rights Agreement, T-Mobile USA, the Company
and the other guarantors agree 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 May 13, 2022.
T-Mobile USA also 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 will
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 May 13, 2022, (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 4.5 to this Current Report on Form 8-K and
incorporated herein by reference.
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 28, 2013 by and among T-Mobile USA,
Inc., the guarantors party thereto 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 May 2, 2013).
4.2 Forty-Third Supplemental Indenture, dated as of January 14, 2021, 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 2.250% Senior Note due 2026 (incorporated by
reference to Exhibit 4.2 to the Company's Current Report on Form 8-K
filed on January 14, 2021).
4.3 Forty-Seventh Supplemental Indenture, dated as of March 23, 2021, 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 3.375% Senior Note due 2029 (incorporated by
reference to Exhibit 4.3 to the Company's Current Report on Form 8-K
filed on March 23, 2021).
4.4 Forty-Eighth Supplemental Indenture, dated as of March 23, 2021, 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 3.500% Senior Note due 2031 (incorporated by
reference to Exhibit 4.4 to the Company's Current Report on Form 8-K
filed on March 23, 2021).
4.5 Registration Rights Agreement, dated as of May 13, 2021, by and
among T-Mobile USA, Inc., the Initial Guarantors (as defined therein)
and J.P. Morgan Securities LLC, as representative of the Initial
Purchasers (as defined therein).
99.1 Press release entitled "T-Mobile Announces Proposed Offering of
Senior Notes."
99.2 Press release entitled "T-Mobile Agrees to Sell $3.0 Billion of
Senior Notes."
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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