UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD Disclosure. |
Exercise of Purchase Option for Shentel wireless telecommunications assets
As previously disclosed, Sprint PCS (specifically Sprint Spectrum L.P.) is party to a variety of publicly filed agreements with Shenandoah Personal Communications Company (“Shentel”), pursuant to which Shentel is the exclusive provider of Sprint PCS’s wireless mobility communications network products in certain parts of Virginia, West Virginia, Kentucky, Ohio, and Pennsylvania that are home to approximately 1.1 million subscribers, as reported by Shentel as of June 30, 2020. Pursuant to one such agreement, the Sprint PCS Management Agreement, dated November 5, 1999 (as amended, supplemented and modified from time to time, the “Management Agreement”), Sprint PCS was granted an option to purchase Shentel’s wireless telecommunications assets. On August 26, 2020, Sprint Corporation, an indirect subsidiary of T-Mobile US, Inc. (“T-Mobile”), on behalf of and as the direct or indirect owner of Sprint PCS, exercised its option by delivering a binding notice of exercise to Shentel.
The purchase price for the Shentel wireless telecommunications assets to be purchased by Sprint will be determined through the appraisal process prescribed in the Management Agreement.
Dispute with Shentel
Prior to Sprint exercising the call option described above, Shentel and T-Mobile had been in discussions regarding the appraisal framework through which the purchase price for Shentel’s wireless telecommunications assets would be determined if Sprint were to exercise its option. The parties were not able to agree on certain terms for an effective appraisal of Shentel’s wireless telecommunications assets. On August 24, 2020, Shentel delivered to T-Mobile a “Notice of Dispute” relating to the appraisal framework items discussed by the parties and other contractual terms related to Sprint’s acquisition of Shentel’s wireless telecommunications assets. Issuance of the Notice of Dispute by Shentel triggers a dispute resolution process set out in the Management Agreement that may lead the parties to extend or otherwise adjust the timeline for the appraisal process and purchase of Shentel’s wireless telecommunications assets. Should the parties fail to resolve a dispute within 60 days following delivery of the Notice of Dispute, either party may pursue other remedies, as permitted by the Management Agreement. The appraisal process could be subject to various other legal challenges that may also extend or affect the timeline contained in the Management Agreement.
The information contained in Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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. | ||||||
| August 27, 2020 | By: | /s/ Peter Osvaldik | ||||
| Name: | Peter Osvaldik | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||