UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 8-K
___________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 11, 2021
___________________________
(Exact Name of Registrant as Specified in Charter)
___________________________
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
|
(Address of principal executive offices) |
(Zip Code) |
||
Registrant’s telephone number, including area code: (425 ) 378-4000
(Former Name or Former Address, if Changed Since Last Report):
___________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
||
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry
into a Material Definitive Agreement.
Supplemental Indentures; Notes Issuance
On January 14, 2021, T-Mobile USA, Inc. (“T-Mobile USA”),
a direct, wholly-owned subsidiary of T-Mobile US, Inc. (the “Company”), issued $1.0 billion in aggregate principal amount of its 2.250% Senior Notes due 2026
(the “2026 Notes”), $1.0 billion in aggregate principal amount of its 2.625% Senior Notes due 2029 (the “2029 Notes”) and $1.0 billion in aggregate principal amount of its 2.875% 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 and further amended and supplemented 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-Fourth Supplemental Indenture, dated as
of January 14, 2021 (the “Forty-Fourth 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-Fifth Supplemental Indenture, dated as of January 14, 2021 (the “Forty-Fifth Supplemental Indenture” and together
with the Forty-Third Supplemental Indenture and the Forty-Fourth 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-Fourth Supplemental Indenture and the Forty-Fifth
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 2.625% per year and mature on February 15, 2029. The 2031 Notes will bear interest at a rate of 2.875%
per year and mature on February 15, 2031. T-Mobile USA will pay interest on each series of Notes semiannually in arrears on each February 15 and August 15, commencing August 15, 2021. The net proceeds from the sale of the Notes are expected to be
used for general corporate purposes, which may include among other things, financing acquisitions of additional spectrum and refinancing existing indebtedness on an ongoing basis.
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.
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;
|
| • |
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 at
least the greater of (x) $250.0 million and (y) 1.0% of Specified Consolidated Cash Flow (as defined in the Supplemental Indentures) on a pro forma basis over a four-quarter test period;
|
| • |
specified events involving bankruptcy, insolvency or reorganization of T-Mobile USA or certain of its restricted subsidiaries; and
|
| • |
failure by T-Mobile USA or certain of its restricted subsidiaries to pay certain final judgments aggregating in excess of the greater of (x) $250.0 million and (y) 1.0%
of Specified Consolidated Cash Flow on a pro forma basis over a four-quarter test period within 60 consecutive days of such final judgment.
|
Upon an Event of Default, the trustee or the holders of at least 30% 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 above description of the Indentures is a summary only and is subject to, and qualified entirely by, the Base Indenture, the Forty-Third
Supplemental Indenture, the Forty-Fourth Supplemental Indenture and the Forty-Fifth Supplemental Indenture, which are filed as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
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 under the caption “Supplemental Indentures; Notes Issuance” 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.
Item 8.01. Other
Events.
On January 11, 2021, 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 Notes in an aggregate
principal amount of $3.0 billion. The 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 Notes from T-Mobile USA pursuant to the Underwriting Agreement at an
aggregate price of $2,985,000,000. The closing of the offering and delivery of the Notes took place on January 14, 2021. The Notes were issued pursuant to an automatic shelf registration statement on Form S-3 that the Company and T-Mobile USA filed
with the SEC on September 28, 2020, as amended (File No. 333-249079). 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 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
|
|
Underwriting Agreement, dated January 11, 2021, among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and the several
Underwriters named in Schedule 1 thereto for which Deutsche Bank Securities Inc. acted as representative.
|
|
|
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).
|
|
|
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.
|
|
|
Forty-Fourth 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 2.625% Senior Note due 2029.
|
|
|
Forty-Fifth 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 2.875% Senior Note due 2031.
|
|
|
Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.
|
|
|
Opinion of Polsinelli PC.
|
|
|
Opinion of McLane Middleton Professional Association
|
|
|
Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
|
|
|
Consent of Polsinelli PC (included in Exhibit 5.2).
|
|
|
Consent of McLane Middleton Professional Association (included in Exhibit 5.3).
|
|
|
Press release entitled “T-Mobile Announces Proposed Public Offering of Senior Notes.”
|
|
|
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).
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| T-MOBILE US, INC. | ||
|
January 14, 2021
|
By:
|
/s/ Peter Osvaldik |
| Name: |
Peter Osvaldik | |
| Title: |
Executive Vice President and Chief Financial Officer
|
|