Kenneth A. Siegel, Esq.
Morrison & Foerster LLP
Shin-Marunouchi Building, 29th Floor
5-1, Marunouchi 1-Chome
Chiyoda-ku, Tokyo, 100-6529 Japan
011-81-3-3214-6522
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Brandon Parris, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105-2482
(415) 268-7000
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1
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NAMES OF REPORTING PERSONS
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SoftBank Group Capital Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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England and Wales
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 (1)
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8
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SHARED VOTING POWER
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0 |
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9
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SOLE DISPOSITIVE POWER
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304,606,049(1)
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10
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SHARED DISPOSITIVE POWER
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0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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304,606,049(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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24.6%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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NAMES OF REPORTING PERSONS
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SoftBank Group Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Japan
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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304,606,049(1)
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10
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SHARED DISPOSITIVE POWER
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0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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304,606,049(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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24.6%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, CO
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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(i) |
One or more registered public offerings by T-Mobile of its Common Stock (the first closing of any such offering shall be the “Initial Public Equity Offering”), the net proceeds of which will be used by
T-Mobile to purchase an equal number of issued and outstanding shares of Common Stock from SBGC, pursuant to a Share Repurchase Agreement, dated as of June 22, 2020 (the “Share Repurchase Agreement”), between SBGC and T-Mobile;
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(ii) |
One or more offerings of cash mandatory exchangeable trust securities by a trust, to which T-Mobile will resell Common Stock for cash, which will be used by T-Mobile to purchase an equal number of shares of Common
Stock from SBGC, pursuant to the Share Repurchase Agreement;
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(iii) |
The issuance of registered, transferable subscription rights to T-Mobile’s existing stockholders, which will provide these stockholders with the right to purchase one share of Common Stock for every 20 shares of
Common Stock that they own until July 27, 2020 at the same price per share as the Common Stock sold in the First Public Equity Offering (the “Rights Offering”). SoftBank, Deutsche Telekom, Raul Marcelo Claure and their respective
affiliates have agreed not to exercise any rights granted to them in connection with the Rights Offering. To the extent rights are exercised in the Rights Offering, SoftBank will sell to T-Mobile, for a cash payment equal to the aggregate
exercise price received by T-Mobile in the Rights Offering, a number of shares of Common Stock equal to the number of shares of Common Stock to be issued upon the exercise of such rights; and
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(iv) |
Following the receipt of necessary regulatory approvals, the sale by T-Mobile to Claure Mobile LLC, an entity controlled by Raul Marcelo Claure, of 5,000,000 shares of Common Stock (the “Claure Shares”), at
the same price per share as the Common Stock sold in the First Public Equity Offering (the “Claure Purchase”), which will occur simultaneously with the purchase by T-Mobile of 5,000,000 shares of Common Stock from SBGC at an equivalent
price pursuant to the Share Repurchase Agreement.
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Item 7.
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Material to Be Filed as Exhibits.
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8
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Master Framework Agreement, dated as of June 22, 2020, by and among SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 4 L.L.C., Delaware Project 6 L.L.C, Claure Mobile LLC, Deutsche Telekom AG, T-Mobile US, Inc. and
T-Mobile Agent LLC (incorporated by reference to Exhibit 48 of the Schedule 13/A, filed by Deutsche Telekom AG with the Commission on June 24, 2020)
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9
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Proxy, Lock-Up and ROFR Agreement, dated as of June 22, 2020, by and among Deutsche Telekom AG, Claure Mobile LLC and Raul Marcelo Claure (incorporated by reference to Exhibit 49 of the Schedule 13/A, filed by Deutsche Telekom AG with
the Commission on June 24, 2020)
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10
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Second Amended and Restated Stockholders’ Agreement, dated as of June 22, 2020, by and among Deutsche Telekom AG, SoftBank Group Corp. and T-Mobile US, Inc. (incorporated by reference to Exhibit 4.2 of the Issuer’s Registration Statement
on Form S-3 filed with the Commission on June 22, 2020)
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11
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SB-DT Call Option, dated June 22, 2020, between SoftBank Group Capital Ltd, as grantor, and Deutsche Telekom AG, as optionholder (incorporated by reference to Exhibit 51 of the Schedule 13/A, filed by Deutsche Telekom AG with the
Commission on June 24, 2020)
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12
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SB-Newco Call Option, dated June 22, 2020, between SoftBank Group Capital Ltd, as grantor, and T-Mobile Agent LLC, as optionholder (incorporated by reference to Exhibit 52 of the Schedule 13/A, filed by Deutsche Telekom AG with the
Commission on June 24, 2020)
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13
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Newco-DT Call Option, dated June 22, 2020, among T-Mobile Agent LLC, as grantor, SoftBank Group Capital Ltd, as registrar, and Deutsche Telekom AG, as optionholder (incorporated by reference to Exhibit 53 of the Schedule 13/A, filed by
Deutsche Telekom AG with the Commission on June 24, 2020)
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14
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Call Option Support Agreement, dated June 22, 2020, by and among SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 6 L.L.C., Deutsche Telekom AG and T-Mobile Agent LLC (incorporated by reference to Exhibit 54 of the
Schedule 13/A, filed by Deutsche Telekom AG with the Commission on June 24, 2020)
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15
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Share Purchase Agreement, dated June 22, 2020 by and among Raul Marcelo Claure, Claure Mobile LLC and T-Mobile US, Inc.
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16
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Loan Agreement, dated June 23, 2020, by and between Starbright WW LP and Claure Mobile LLC.
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17
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Loan Agreement, dated June 23, 2020, by and between Starbright WW LP and T-Mo Fisher LLC.
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18
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Loan Agreement, dated June 23, 2020, by and between Starbright WW LP and Brightstar Consultants Limited.
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19
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Loan Agreement, dated June 23, 2020, by and between Starbright WW LP and TIP – TMO LLC.
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20 |
Lock-Up Agreement, dated June 22, 2020, by SoftBank Group Capital Ltd, relating to the Initial Public Equity Offering (incorporated by reference to Exhibit 55 of the Schedule 13/A, filed by Deutsche
Telekom AG with the Commission on June 24, 2020)
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21 |
Lock-Up Agreement, dated June 22, 2020, by SoftBank Group Capital Ltd, relating to the Initial Mandatory Exchangeable Offering (incorporated by reference to Exhibit 56 of the Schedule 13/A, filed by
Deutsche Telekom AG with the Commission on June 24, 2020)
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Dated: _June 24, 2020
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SOFTBANK GROUP CORP.
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By:
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/s/ Robert Townsend
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Name:
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Robert Townsend
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Title:
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Senior Vice President & CLO
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SOFTBANK GROUP CAPITAL LTD
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By:
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/s/ Robert Townsend
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Name:
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Robert Townsend
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Title:
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Director
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Page
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Article 1
DEFINITIONS
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1.1
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Definitions
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2
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Article 2
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SALE AND PURCHASE; CLOSING
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2.1
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Sale and Purchase
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3
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2.2
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Closing
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3
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Article 3
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY
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3.1
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Existence
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4
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3.2
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Power and Authority
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4
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3.3
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Authorization
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4
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3.4
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No Conflicts
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4
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3.5
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Title
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5
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3.6
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Private Placement
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5
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3.7
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No General Solicitation
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5
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3.8
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Acknowledgment Regarding Purchaser’s Purchase of Securities
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5
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3.9
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Absence of Manipulation.
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5
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Article 4
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REPRESENTATIONS AND WARRANTIES AND OTHER AGREEMENTS OF THE PURCHASER AND M. CLAURE
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4.1
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Existence
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5
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4.2
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Power and Authority
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5
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4.3
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Authorization
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6
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4.4
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No Conflicts
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6
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4.5
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Purchaser Status
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6
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4.6
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Investment Intent
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6
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4.7
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No Pledge
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6
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4.8
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Other Acknowledgements
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6
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Article 5
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CERTAIN COVENANTS
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5.1
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Reasonable Best Efforts; Regulatory Approvals.
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8
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5.2
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Blue Sky
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9
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5.3
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Listing
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9
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5.4
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Legends
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9
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5.5
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Removal of Legends
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10
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5.6
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No Pledge
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10
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Article 6
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CONDITIONS TO CLOSING
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6.1
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Mutual Conditions to Closing.
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10
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6.2
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Additional Conditions to the Obligations of the Purchaser
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11
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6.3
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Additional Conditions to the Obligations of the Company
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11
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Article 7
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MISCELLANEOUS
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7.1
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M. Claure Undertaking
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11
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7.2
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Termination
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11
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7.3
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Further Assurances
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11
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7.4
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Survival
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12
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7.5
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Amendments and Waivers
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12
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7.6
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Assignment; Binding Agreement
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12
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7.7
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No Third Party Beneficiaries
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12
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7.8
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Entire Agreement
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12
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7.9
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Severability
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12
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7.10
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Certain Tax Matters
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12
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7.11
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Counterparts
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13
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7.12
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Governing Law; Jurisdiction; Forum; Waiver of Trial by Jury.
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13
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7.13
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Notices
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14
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7.14
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Interpretation
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15
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T-MOBILE US, INC.
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By:
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/s/ J. Braxton Carter
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Name:
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J. Braxton Carter
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Title:
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Executive Vice President and Chief Financial Officer
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CLAURE MOBILE LLC
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By: |
/s/ Raul Marcelo Claure
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Name:
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Raul Marcelo Claure
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Title:
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Manager
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RAUL MARCELO CLAURE
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/s/ Raul Marcelo Claure
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1. |
LOAN AND FUNDING
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2. |
INTEREST, REPAYMENTS AND PREPAYMENTS
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3. |
CONDITIONS TO MAKING THE LOAN
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4. |
REPRESENTATIONS AND WARRANTIES
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5. |
COVENANTS
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6. |
CONVERSION TO LIMITED RECOURSE
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7. |
EVENTS OF DEFAULT AND REMEDIES
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8. |
CERTAIN DEFINED TERMS, ETC.
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9. |
MISCELLANEOUS
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LENDER:
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STARBRIGHT WW LP,
by STARBRIGHT LIMITED, its
general partner
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Cayman Corporate Centre
27 Hospital Road
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George Town, Grand Cayman KY1-
9008, Cayman Islands
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By:
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/s/ Christopher Cooper
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Name:
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Christopher Cooper
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Title:
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Director
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BORROWER:
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CLAURE MOBILE LLC
c/o Claure Group
200 S Biscayne Blvd.
Suite 4420
Miami, FL 33131
USA
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By:
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/s/ Raul Marcelo Claure
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Name:
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Raul Marcelo Claure
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Title:
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Manager
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1. |
LOAN AND FUNDING
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2. |
INTEREST, REPAYMENTS AND PREPAYMENTS
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3. |
CONDITIONS TO MAKING THE LOAN
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4. |
REPRESENTATIONS AND WARRANTIES
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5. |
COVENANTS
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6. |
WAIVER
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7. |
EVENTS OF DEFAULT AND REMEDIES
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8. |
CERTAIN DEFINED TERMS, ETC.
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9. |
MISCELLANEOUS
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LENDER:
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STARBRIGHT WW LP,
by STARBRIGHT LIMITED, its general partner
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Cayman Corporate Centre
27 Hospital Road
George Town, Grand Cayman KY1-9008, Cayman Islands
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By:
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/s/ Christopher Cooper
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Name:
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Christopher Cooper
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Title:
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Director
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BORROWER:
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T-Mo Fisher LLC
*
*
*
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By:
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/s/ Ronald D. Fisher
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Name:
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Ronald D. Fisher
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Title:
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Managing Member
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EXECUTIVE:
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Mr. Ronald D. Fisher
*
*
*
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By:
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/s/ Ronald D. Fisher
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1. |
LOAN AND FUNDING
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2. |
INTEREST, REPAYMENTS AND PREPAYMENTS
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3. |
CONDITIONS TO MAKING THE LOAN
|
4. |
REPRESENTATIONS AND WARRANTIES
|
5. |
COVENANTS
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6. |
[RESERVED]
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7. |
EVENTS OF DEFAULT AND REMEDIES
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8. |
CERTAIN DEFINED TERMS, ETC.
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9. |
MISCELLANEOUS
|
LENDER:
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STARBRIGHT WW LP,
by STARBRIGHT LIMITED, its general partner
|
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Cayman Corporate Centre
27 Hospital Road
George Town, Grand Cayman KY1-9008, Cayman Islands
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By:
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/s/ Christopher Cooper
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Name:
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Christopher Cooper
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Title:
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Director
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BORROWER:
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Brightstart Consultants Limited
c/o Fiduserve Management Ltd
4th Floor, 9 Kafkasou Str.,
Aglantzia, 2112
Nicosia, Cyprus
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By:
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/s/ Maria Procopi
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Name:
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Maria Procopi
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Title:
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Director
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1. |
LOAN AND FUNDING
|
2. |
INTEREST, REPAYMENTS AND PREPAYMENTS
|
3. |
CONDITIONS TO MAKING THE LOAN
|
4. |
REPRESENTATIONS AND WARRANTIES
|
5. |
COVENANTS
|
6. |
[RESERVED]
|
7. |
EVENTS OF DEFAULT AND REMEDIES
|
8. |
CERTAIN DEFINED TERMS, ETC.
|
9. |
MISCELLANEOUS
|
LENDER:
|
STARBRIGHT WW LP,
by STARBRIGHT LIMITED, its
general partner
|
|
Cayman Corporate Centre
27 Hospital Road
George Town, Grand Cayman
KY1-9008, Cayman Islands
|
By:
|
/s/ Christopher Cooper
|
Name:
|
Christopher Cooper
|
|
Title:
|
Director
|
BORROWER:
|
TIP – TMO LLC
*
*
*
|
|
By:
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/s/ Robert S. Townsend
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Name:
|
Robert S. Townsend
|
|
Title:
|
Manager
|