Delaware
|
1-33409
|
20-0836269
|
(State or other jurisdiction of
incorporation or organization)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
12920 SE 38th Street
|
|
Bellevue, Washington
|
98006-1350
|
(Address of principal executive offices)
|
(Zip Code)
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
Common Stock, par value $0.00001 per share
|
TMUS
|
The NASDAQ Stock Market LLC
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
||
Excerpts from preliminary offering memorandum of T-Mobile USA, Inc. dated April 1, 2020
|
|||
Press Release, dated April 1, 2020, entitled “T-Mobile Announces Proposed Offering of Senior Secured Notes”
|
|||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
||
T-MOBILE US, INC.
|
||
Date: April 1, 2020
|
By:
|
/s/ Peter Osvaldik
|
Peter Osvaldik
Senior Vice President, Finance & Chief Accounting Officer
|
|
|
|
As of
December 31, 2019 |
|
|
|
(in millions)
|
Short-term debt
|
|
|
$21,378
|
Short-term financing lease liabilities
|
|
|
965
|
Long-term debt
|
|
|
41,592
|
Long-term debt to affiliates
|
|
|
5,943
|
Financing lease liabilities
|
|
|
1,360
|
Less: Cash and cash equivalents
|
|
|
(7,816)
|
Less: Fair value adjustment of Sprint debt assumed(1)
|
|
|
(2,670)
|
Pro forma net debt (excluding tower obligations and operating lease liabilities)
|
|
|
$60,752
|
Divided by: Last twelve months Pro forma Adjusted EBITDA(2)
|
|
|
$23,946
|
Pro forma net debt (excluding tower obligations and operating lease liabilities) to last twelve months Adjusted EBITDA ratio
|
|
|
2.5
|
|
|
|
As of
December 31, 2019 |
|
|
|
(in millions)
|
Short-term debt
|
|
|
$21,378
|
Short-term financing lease liabilities
|
|
|
965
|
Long-term debt
|
|
|
41,592
|
Long-term debt to affiliates
|
|
|
5,943
|
Financing lease liabilities
|
|
|
1,360
|
Less: Cash and cash equivalents
|
|
|
(7,816)
|
Less: Unsecured debt(1)
|
|
|
(40,598)
|
Less: Fair value adjustment of Sprint secured debt assumed(1)
|
|
|
(365)
|
Pro forma secured net debt (excluding tower obligations and operating lease liabilities)
|
|
|
$22,459
|
Divided by: Last twelve months Pro forma Adjusted EBITDA(2)
|
|
|
$23,946
|
Pro forma secured net debt (excluding tower obligations and operating lease liabilities) to last twelve months Adjusted EBITDA ratio
|
|
|
0.9
|
(1)
|
The pro forma adjustment of approximately $2.7 billion for the fair value of Sprint debt assumed has been excluded from the pro forma net leverage and
pro forma secured net leverage ratios. For further information on the pro forma adjustment, see “Unaudited Pro Forma Condensed Combined Financial Information.”
|
(2)
|
Adjusted EBITDA represents earnings before interest expense, net of interest income, income tax expense, depreciation and amortization expense,
non-cash stock-based compensation and certain expenses not reflective of T-Mobile’s operating performance.
Adjusted EBITDA is a non-GAAP financial measure utilized by T-Mobile’s management to monitor the financial performance of T-Mobile’s operations.
T-Mobile uses Adjusted EBITDA internally as a measure to evaluate and compensate personnel and management for their performance, and as a benchmark to evaluate operating performance in comparison to competitors. Management believes analysts
and investors use Adjusted EBITDA as a supplemental measure to evaluate overall operating performance and facilitate comparisons with other wireless communications companies because it is indicative of T-Mobile’s ongoing operating
performance and trends by excluding the impact of interest expense from financing, non-cash depreciation and amortization from capital investments, non-cash stock-based compensation, network decommissioning costs as they are not indicative
of T-Mobile’s ongoing operating performance, as well as certain other nonrecurring income and expenses. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for income from
operations, net income or any other measure of financial performance reported in accordance with GAAP.
The following table illustrates the calculation of pro forma Adjusted EBITDA and reconciles pro forma Adjusted EBITDA to pro forma net income, which
T-Mobile considers to be the most directly comparable GAAP financial measure.
|
|
|
|
Year Ended
December 31, 2019 |
|
|
|
(in millions)
|
Pro Forma Net Income(a)
|
|
|
$4,094
|
Adjustments:
|
|
|
|
Interest expense
|
|
|
3,693
|
Interest expense to affiliates
|
|
|
42
|
Interest income
|
|
|
(127)
|
Other expense, net
|
|
|
41
|
Income tax expense
|
|
|
1,406
|
Operating income
|
|
|
9,149
|
Adjustments:
|
|
|
|
Depreciation and amortization
|
|
|
12,156
|
Stock-based compensation:
|
|
|
551
|
Other, net(b)
|
|
|
2,090
|
Pro forma Adjusted EBITDA
|
|
|
$23,946
|
(a)
|
The pro forma net income for the year ended December 31, 2019 was prepared using T-Mobile’s historical net income for the year ended December 31, 2019
and Sprint’s historical net income for the last twelve months ended December 31, 2019. T-Mobile’s historical net income for the year ended December 31, 2019 was derived from the audited consolidated statement of operations for the year ended
December 31, 2019. Sprint’s historical net income for the last twelve months ended December 31, 2019 was derived by subtracting Sprint’s unaudited historical condensed consolidated statement of operations for the nine months ended
December 31, 2018 from Sprint’s audited historical consolidated statement of operations for the year ended March 31, 2019 and adding Sprint’s unaudited historical condensed consolidated statement of operations for the nine months ended
December 31, 2019. The pro forma adjustments for the year ended December 31, 2019 were derived from the reclassification, financing, and pro forma adjustments from the “Unaudited Pro Forma Condensed Combined Financial Information” section
included herein for the year ended December 31, 2019. The pro forma net income for the year ended December 31, 2019 was derived by adding T-Mobile’s historical net income for the year ended December 31, 2019 to Sprint’s historical net income
for the last twelve months ended December 31, 2019, and adding the reclassification, financing, and pro forma adjustments for the year ended December 31, 2019.
|
(b)
|
Other, net primarily includes a non-cash goodwill impairment charge of $2.0 billion recorded by Sprint during the first quarter of 2019 as a result of
Sprint’s annual goodwill impairment assessment.
|
|
|
|
Year Ended
December 31, 2019 |
||
|
|
|
(in millions)
|
||
Pro Forma Condensed Combined Statement of Operations Data
|
|
|
|
||
Total revenues
|
|
|
$ 71,263
|
||
Operating income
|
|
|
9,149
|
||
Net income
|
|
|
4,094
|
||
|
|
|
As of
December 31, 2019 |
||
|
|
|
(in millions)
|
||
Pro Forma Condensed Combined Balance Sheet Data
|
|
|
|
||
Cash and cash equivalents
|
|
|
$7,816
|
||
Total assets
|
|
|
183,969
|
||
Debt(1)
|
|
|
71,238
|
||
Total stockholders’ equity
|
|
|
62,753
|
||
(1)
|
Consists of short-term debt, short-term financing lease liabilities, long-term debt, long-term debt to affiliates and financing lease liabilities.
|
•
|
the diversion of management attention to integration matters;
|
|||||
•
|
difficulties in integrating operations and systems, including intellectual property and communications systems, administrative and information
technology infrastructure and financial reporting and internal control systems;
|
•
|
challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the
two companies;
|
||||
•
|
the material weakness in Sprint’s internal controls over financial reporting and differences in control environments and cultures, and the potential
identification of other material weaknesses while we work to integrate the companies and align guidelines, principles and practices;
|
||||
•
|
alignment of key performance measurements may result in a greater need to communicate and manage clear expectations while we work to integrate the
companies and align guidelines and practices;
|
||||
•
|
difficulties in integrating employees and attracting and retaining key personnel;
|
||||
•
|
challenges in retaining existing customers and obtaining new customers;
|
||||
•
|
difficulties in achieving anticipated cost savings, synergies, accretion targets, business opportunities, financing plans and growth prospects from
the combination;
|
||||
•
|
difficulties in managing the expanded operations of a significantly larger and more complex company;
|
||||
•
|
the impact of the additional debt financing expected to be incurred in connection with the BCA Transactions;
|
||||
•
|
the transition of management to the combined company management team, and the need to address possible differences in corporate cultures and
management philosophies;
|
||||
•
|
challenges in managing the divestiture process for the Divestiture Transaction and the ongoing commercial and transition services arrangements to be
entered into in connection with the Divestiture Transaction;
|
||||
•
|
known or potential unknown liabilities arising in connection with the Divestiture Transaction that are larger than expected;
|
||||
•
|
an increase in competition from DISH and other third parties that DISH may enter into commercial agreements with, who are significantly larger than we
are and enjoy greater resources and scale advantages as compared to us;
|
||||
•
|
difficulties in satisfying the large number of Government Commitments in the required timeframes and cost incurred in the tracking and monitoring of
them, including the network build-out obligations under the Government Commitments;
|
||||
•
|
known or potential unknown liabilities of Sprint that are larger than expected; and
|
||||
•
|
other potential adverse consequences and unforeseen increased expenses or liabilities associated with the BCA Transactions, the Divestiture
Transaction and the Government Commitments.
|
•
|
incurring additional indebtedness and issuing preferred stock;
|
||||||||
•
|
paying dividends, redeeming capital stock or making other restricted payments or investments;
|
||||||||
•
|
selling or buying assets, properties or licenses;
|
||||||||
•
|
developing assets, properties or licenses which the combined company has or in the future may procure;
|
||||||||
•
|
creating liens on assets securing indebtedness or other obligations;
|
||||||||
•
|
participating in future Federal Communications Commission (“FCC”) auctions of spectrum or private sales of spectrum;
|
||||||||
•
|
engaging in mergers, acquisitions, business combinations or other transactions;
|
||||||||
•
|
entering into transactions with affiliates; and
|
||||||||
•
|
placing restrictions on the ability of subsidiaries to pay dividends or make other payments.
|
|
|
|
Historical
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
T-Mobile
US, Inc. |
|
|
Sprint
Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
Combined |
|
|
|
As of
December 31, 2019 |
|
|
As of
December 31, 2019 |
|
|
Reclassification
Adjustments |
|
|
|
|
|
Financing
Adjustments |
|
|
|
|
|
Pro Forma
Adjustments |
|
|
|
|
|
As of
December 31, 2019 |
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$1,528
|
|
|
$3,179
|
|
|
$—
|
|
|
|
|
|
$3,739
|
|
|
5(a)
|
|
|
$(630)
|
|
|
5(a)
|
|
|
$7,816
|
Short-term Investments
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
62
|
Accounts receivable, net of allowances
|
|
|
1,888
|
|
|
3,873
|
|
|
(845)
|
|
|
4(a)
|
|
|
—
|
|
|
|
|
|
(315)
|
|
|
5(k)
|
|
|
3,852
|
|
|
|
|
|
|
|
|
|
(189)
|
|
|
4(b)
|
|
|
|
|
|
|
|
|
(560)
|
|
|
5(h)
|
|
||
Equipment installment plan receivables, net
|
|
|
2,600
|
|
|
—
|
|
|
845
|
|
|
4(a)
|
|
|
—
|
|
|
|
|
|
(98)
|
|
|
5(k)
|
|
|
3,347
|
Accounts receivable from affiliates
|
|
|
20
|
|
|
—
|
|
|
189
|
|
|
4(b)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
209
|
Inventory
|
|
|
964
|
|
|
1,117
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(225)
|
|
|
5(k)
|
|
|
1,856
|
Assets held for sale
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
1,972
|
|
|
5(k)
|
|
|
1,972
|
Other current assets
|
|
|
2,305
|
|
|
1,224
|
|
|
—
|
|
|
|
|
|
2
|
|
|
5(c)
|
|
|
(38)
|
|
|
5(b)
|
|
|
2,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61
|
|
|
5(l)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(97)
|
|
|
5(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(890)
|
|
|
5(e)
|
|
|
|
Total current assets
|
|
|
9,305
|
|
|
9,455
|
|
|
—
|
|
|
|
|
|
3,741
|
|
|
|
|
|
(820)
|
|
|
|
|
|
21,681
|
Property and equipment, net
|
|
|
21,984
|
|
|
20,827
|
|
|
(499)
|
|
|
4(f)
|
|
|
—
|
|
|
|
|
|
(7,858)
|
|
|
5(f)
|
|
|
34,454
|
Costs to acquire a customer contract
|
|
|
—
|
|
|
1,808
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(1,808)
|
|
|
5(g)
|
|
|
—
|
Operating lease right-of-use assets
|
|
|
10,933
|
|
|
6,713
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
17,646
|
Financing lease right-of-use assets
|
|
|
2,715
|
|
|
—
|
|
|
499
|
|
|
4(f)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
3,214
|
Goodwill
|
|
|
1,930
|
|
|
4,598
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
8,242
|
|
|
5(f)
|
|
|
13,854
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(916)
|
|
|
5(k)
|
|
|
|
Spectrum licenses
|
|
|
36,465
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
43,000
|
|
|
5(f)
|
|
|
79,465
|
FCC licenses and other
|
|
|
—
|
|
|
41,492
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(41,492)
|
|
|
5(f)
|
|
|
—
|
Definite-lived intangible assets
|
|
|
—
|
|
|
918
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(918)
|
|
|
5(f)
|
|
|
—
|
Other intangible assets
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
9,537
|
|
|
5(f)
|
|
|
9,652
|
Equipment installment plan receivables due after one year
|
|
|
1,583
|
|
|
—
|
|
|
300
|
|
|
4(a)
|
|
|
—
|
|
|
|
|
|
(18)
|
|
|
5(k)
|
|
|
1,865
|
Other assets
|
|
|
1,891
|
|
|
1,091
|
|
|
(300)
|
|
|
4(a)
|
|
|
(1)
|
|
|
5(c)
|
|
|
(169)
|
|
|
5(e)
|
|
|
2,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(371)
|
|
|
5(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
|
5(b)
|
|
|
|
Total assets
|
|
|
$86,921
|
|
|
$86,902
|
|
|
$—
|
|
|
|
|
|
$3,740
|
|
|
|
|
|
$6,406
|
|
|
|
|
|
$183,969
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
$6,746
|
|
|
$—
|
|
|
$3,155
|
|
|
4(c)
|
|
|
$(89)
|
|
|
5(c)
|
|
|
$(244)
|
|
|
5(a)
|
|
|
$11,137
|
|
|
|
|
|
|
|
|
|
1,969
|
|
|
4(d)
|
|
|
|
|
|
|
|
|
(400)
|
|
|
5(k)
|
|
|
|
Accounts payable
|
|
|
—
|
|
|
3,396
|
|
|
(3,396)
|
|
|
4(c)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
Accrued expenses and other current liabilities
|
|
|
—
|
|
|
3,335
|
|
|
(3,335)
|
|
|
4(d)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
Payables to affiliates
|
|
|
187
|
|
|
—
|
|
|
241
|
|
|
4(c)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
428
|
Short-term debt
|
|
|
25
|
|
|
3,880
|
|
|
(8)
|
|
|
4(e)
|
|
|
17,441
|
|
|
5(c)
|
|
|
40
|
|
|
5(f)
|
|
|
21,378
|
Deferred revenue
|
|
|
631
|
|
|
—
|
|
|
1,357
|
|
|
4(d)
|
|
|
—
|
|
|
|
|
|
(777)
|
|
|
5(h)
|
|
|
1,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(172)
|
|
|
5(k)
|
|
|
|
Short-term operating lease liabilities
|
|
|
2,287
|
|
|
1,860
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
4,147
|
Short-term financing lease liabilities
|
|
|
957
|
|
|
—
|
|
|
8
|
|
|
4(e)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
965
|
Liabilities held for sale
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
572
|
|
|
5(k)
|
|
|
572
|
Other current liabilities
|
|
|
1,673
|
|
|
—
|
|
|
9
|
|
|
4(d)
|
|
|
—
|
|
|
|
|
|
(30)
|
|
|
5(a)
|
|
|
1,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61
|
|
|
5(l)
|
|
|
|
Total current liabilities
|
|
|
12,506
|
|
|
12,471
|
|
|
—
|
|
|
|
|
|
17,352
|
|
|
|
|
|
(950)
|
|
|
|
|
|
41,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
T-Mobile
US, Inc. |
|
|
Sprint
Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
Combined |
|
|
|
As of
December 31, 2019 |
|
|
As of
December 31, 2019 |
|
|
Reclassification
Adjustments |
|
|
|
|
|
Financing
Adjustments |
|
|
|
|
|
Pro Forma
Adjustments |
|
|
|
|
|
As of
December 31, 2019 |
Long-term debt
|
|
|
10,958
|
|
|
33,507
|
|
|
(14)
|
|
|
4(e)
|
|
|
(5,489)
|
|
|
5(c)
|
|
|
2,630
|
|
|
5(f)
|
|
|
41,592
|
Long-term debt to affiliates
|
|
|
13,986
|
|
|
—
|
|
|
—
|
|
|
|
|
|
(8,043)
|
|
|
5(c)
|
|
|
—
|
|
|
|
|
|
5,943
|
Tower obligations
|
|
|
2,236
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
2,236
|
Deferred tax liabilities
|
|
|
5,607
|
|
|
7,038
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(2,900)
|
|
|
5(i)
|
|
|
9,745
|
Operating lease liabilities
|
|
|
10,539
|
|
|
5,423
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
15,962
|
Financing lease liabilities
|
|
|
1,346
|
|
|
—
|
|
|
14
|
|
|
4(e)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
1,360
|
Other long-term liabilities
|
|
|
954
|
|
|
2,708
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(33)
|
|
|
5(h)
|
|
|
2,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(540)
|
|
|
5(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(90)
|
|
|
5(o)
|
|
|
|
Total long-term liabilities
|
|
|
45,626
|
|
|
48,676
|
|
|
—
|
|
|
|
|
|
(13,532)
|
|
|
|
|
|
(933)
|
|
|
|
|
|
79,837
|
Commitments and contingencies Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(41)
|
|
|
5(m)
|
|
|
—
|
Additional paid-in capital
|
|
|
38,498
|
|
|
28,402
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
5,806
|
|
|
5(m)
|
|
|
72,706
|
Treasury stock, at cost
|
|
|
(8)
|
|
|
(9)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
9
|
|
|
5(m)
|
|
|
(8)
|
Accumulated other comprehensive loss
|
|
|
(868)
|
|
|
(453)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
453
|
|
|
5(m)
|
|
|
(868)
|
Accumulated deficit
|
|
|
(8,833)
|
|
|
(2,226)
|
|
|
—
|
|
|
|
|
|
(80)
|
|
|
5(d)
|
|
|
2,062
|
|
|
5(n)
|
|
|
(9,077)
|
Total stockholders’ equity
|
|
|
28,789
|
|
|
25,755
|
|
|
—
|
|
|
|
|
|
(80)
|
|
|
|
|
|
8,289
|
|
|
|
|
|
62,753
|
Noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
Total equity
|
|
|
28,789
|
|
|
25,755
|
|
|
—
|
|
|
|
|
|
(80)
|
|
|
|
|
|
8,289
|
|
|
|
|
|
62,753
|
Total liabilities and equity
|
|
|
$86,921
|
|
|
$86,902
|
|
|
$—
|
|
|
|
|
|
$3,740
|
|
|
|
|
|
$6,406
|
|
|
|
|
|
$183,969
|
|
|
|
Historical
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
T-Mobile
US, Inc. |
|
|
Sprint
Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
Combined |
|
|
|
Year Ended
December 31, 2019 |
|
|
Twelve Months
Ended December 31, 2019 |
|
|
Reclassification
Adjustments |
|
|
|
|
|
Financing
Adjustments |
|
|
|
|
|
Pro Forma
Adjustments |
|
|
|
|
|
Year Ended
December 31, 2019 |
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total service revenues
|
|
|
$33,994
|
|
|
$21,908
|
|
|
$(179)
|
|
|
4(g)
|
|
|
$—
|
|
|
|
|
|
$(19)
|
|
|
6(a)
|
|
|
$52,699
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
|
6(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,018)
|
|
|
6(g)
|
|
|
|
Equipment revenues
|
|
|
9,840
|
|
|
—
|
|
|
10,550
|
|
|
4(h)
|
|
|
—
|
|
|
|
|
|
(130)
|
|
|
6(b)
|
|
|
17,131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,819)
|
|
|
6(g)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,256)
|
|
|
6(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(54)
|
|
|
6(a)
|
|
|
|
Equipment sales
|
|
|
—
|
|
|
5,210
|
|
|
(5,210)
|
|
|
4(h)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
Equipment rentals
|
|
|
—
|
|
|
5,340
|
|
|
(5,340)
|
|
|
4(h)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
Other revenues
|
|
|
1,164
|
|
|
—
|
|
|
179
|
|
|
4(g)
|
|
|
—
|
|
|
|
|
|
90
|
|
|
6(b)
|
|
|
1,433
|
Total revenues
|
|
|
44,998
|
|
|
32,458
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(6,193)
|
|
|
|
|
|
71,263
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services, exclusive of depreciation and amortization shown separately below
|
|
|
6,622
|
|
|
6,848
|
|
|
333
|
|
|
4(j)
|
|
|
—
|
|
|
|
|
|
(1)
|
|
|
6(a)
|
|
|
13,752
|
|
|
|
|
|
|
|
|
|
77
|
|
|
4(l)
|
|
|
|
|
|
|
|
|
(127)
|
|
|
6(g)
|
|
||
Cost of equipment rentals (exclusive of depreciation below)
|
|
|
—
|
|
|
852
|
|
|
(852)
|
|
|
4(i)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
Cost of equipment sales, exclusive of depreciation and amortization shown separately below
|
|
|
11,899
|
|
|
5,907
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(1,931)
|
|
|
6(g)
|
|
|
14,585
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,290)
|
|
|
6(h)
|
|
|
|
Selling, general and administrative
|
|
|
14,139
|
|
|
7,931
|
|
|
123
|
|
|
4(j)
|
|
|
—
|
|
|
|
|
|
(901)
|
|
|
6(c)
|
|
|
19,621
|
|
|
|
|
|
|
|
|
|
1
|
|
|
4(l)
|
|
|
|
|
|
|
|
|
(456)
|
|
|
6(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15)
|
|
|
6(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,201)
|
|
|
6(g)
|
|
|
|
Depreciation and amortization
|
|
|
6,616
|
|
|
—
|
|
|
10,232
|
|
|
4(i)
|
|
|
—
|
|
|
|
|
|
(4,614)
|
|
|
6(d)
|
|
|
12,156
|
|
|
|
|
|
|
|
|
|
(78)
|
|
|
4(l)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation—network and other
|
|
|
—
|
|
|
4,369
|
|
|
(4,369)
|
|
|
4(i)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
Depreciation—equipment rentals
|
|
|
—
|
|
|
4,180
|
|
|
(4,180)
|
|
|
4(i)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
Amortization
|
|
|
—
|
|
|
831
|
|
|
(831)
|
|
|
4(i)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
Goodwill impairment
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
2,000
|
Other, net
|
|
|
—
|
|
|
456
|
|
|
(456)
|
|
|
4(j)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
Total operating expense
|
|
|
39,276
|
|
|
33,374
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(10,536)
|
|
|
|
|
|
62,114
|
Operating income (loss)
|
|
|
5,722
|
|
|
(916)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
4,343
|
|
|
|
|
|
9,149
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(727)
|
|
|
(2,431)
|
|
|
—
|
|
|
|
|
|
(898)
|
|
|
6(f)
|
|
|
363
|
|
|
6(e)
|
|
|
(3,693)
|
Interest expense to affiliates
|
|
|
(408)
|
|
|
—
|
|
|
—
|
|
|
|
|
|
366
|
|
|
6(f)
|
|
|
—
|
|
|
|
|
|
(42)
|
Interest income
|
|
|
24
|
|
|
—
|
|
|
103
|
|
|
4(k)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
127
|
Other income (expense), net
|
|
|
(8)
|
|
|
70
|
|
|
(103)
|
|
|
4(k)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(41)
|
Total other expense, net
|
|
|
(1,119)
|
|
|
(2,361)
|
|
|
—
|
|
|
|
|
|
(532)
|
|
|
|
|
|
363
|
|
|
|
|
|
(3,649)
|
Income (loss) before income taxes
|
|
|
4,603
|
|
|
(3,277)
|
|
|
—
|
|
|
|
|
|
(532)
|
|
|
|
|
|
4,706
|
|
|
|
|
|
5,500
|
Income tax benefit (expense)
|
|
|
(1,135)
|
|
|
585
|
|
|
—
|
|
|
|
|
|
116
|
|
|
6(i)
|
|
|
(972)
|
|
|
6(i)
|
|
|
(1,406)
|
Net income (loss)
|
|
|
3,468
|
|
|
(2,692)
|
|
|
—
|
|
|
|
|
|
(416)
|
|
|
|
|
|
3,734
|
|
|
|
|
|
4,094
|
Less: Net loss (income) attributable to noncontrolling interest
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
13
|
Net income (loss)
|
|
|
$3,468
|
|
|
$(2,679)
|
|
|
$—
|
|
|
|
|
|
$(416)
|
|
|
|
|
|
$3,734
|
|
|
|
|
|
$4,107
|
|
|
|
Historical
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
T-Mobile
US, Inc. |
|
|
Sprint
Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
Combined |
|
|
|
Year Ended
December 31, 2019 |
|
|
Twelve Months
Ended December 31, 2019 |
|
|
Reclassification
Adjustments |
|
|
|
|
|
Financing
Adjustments |
|
|
|
|
|
Pro Forma
Adjustments |
|
|
|
|
|
Year Ended
December 31, 2019 |
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Basic
|
|
|
$4.06
|
|
|
$(0.65)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$3.35
|
Diluted
|
|
|
$4.02
|
|
|
$(0.65)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.31
|
Weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Basic
|
|
|
854,143,751
|
|
|
4,093,544,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,227,204,282 6(j)
|
Diluted
|
|
|
863,433,511
|
|
|
4,093,544,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,241,110,226 6(j)
|
•
|
the separate historical audited consolidated financial statements of T-Mobile as of and for the year ended December 31, 2019, included in Parent’s
Annual Report on Form 10-K filed with the SEC on February 6, 2020;
|
•
|
the separate historical unaudited consolidated financial statements of Sprint as of and for the nine months ended December 31, 2019, included in
Sprint’s Quarterly Report on Form 10-Q filed with the SEC on January 27, 2020;
|
•
|
the separate historical audited consolidated financial statements of Sprint as of and for the year ended March 31, 2019, included in Sprint’s Annual
Report on Form 10-K filed with the SEC on May 29, 2019 and amended on July 26, 2019 and November 12, 2019; and
|
•
|
the separate historical unaudited consolidated financial statements of Sprint as of and for the nine months ended December 31, 2018, included in
Sprint’s Quarterly Report on Form 10-Q filed with the SEC on January 31, 2019.
|
|
|
|
(in millions)
|
|
Estimated value of T-Mobile common stock issued at close
|
|
|
$31,572
|
(1)
|
Estimated value of T-Mobile replacement equity awards attributable to precombination service
|
|
|
319
|
(2)
|
Estimated funding of certain Sprint deferred compensation plans under the Rabbi Trust agreement
|
|
|
90
|
(3)
|
Estimated repayment of Sprint’s debt (including accrued interest and prepayment penalties)
|
|
|
10,722
|
(4)
|
Estimated value of contingent consideration
|
|
|
2,317
|
(5)
|
Preliminary estimated merger consideration
|
|
|
$45,020
|
(1)
|
Represents the estimated fair value of T-Mobile common stock issued to Sprint stockholders pursuant to the Business Combination Agreement, less shares
surrendered by SoftBank pursuant to the SoftBank Letter Agreement. The estimate is based on 4,111,432,945 shares of Sprint common stock issued and outstanding as of January 24, 2020, along with options and restricted stock units that were
expected to vest by the closing date of the BCA Transactions, an exchange ratio of 0.10256 shares of T-Mobile common stock per share of Sprint common stock, 48,751,557 T-Mobile shares surrendered by SoftBank, and the closing price per share
of T-Mobile common stock on NASDAQ on March 26, 2020 of $84.63.
|
(2)
|
Represents the portion of the fair value of stock options, restricted stock units, and performance-based restricted stock units attributable to
pre-combination service assumed by T-Mobile upon completion of the BCA Transactions. ASC 805 requires that the fair value of replacement awards attributable to pre-combination service be included in the consideration transferred.
|
(3)
|
Represents the total estimated cash consideration paid concurrently with the closing of the BCA Transactions to fund certain deferred compensation
plans pursuant to the change in control clause as set forth in Sprint’s Rabbi Trust agreement.
|
(4)
|
Represents the total estimated cash consideration paid concurrently with the closing of the BCA Transactions to retire certain Sprint debt with an
outstanding balance of approximately $10.7 billion, plus interest and prepayment penalties.
|
(5)
|
Represents the estimated fair value of the contingent consideration relating to the shares surrendered by SoftBank and to be re-issued by T-Mobile to
SoftBank upon the achievement of certain stock price milestones during a specified post-merger measurement period, and subject to certain additional terms, as outlined in the SoftBank Letter Agreement. Certain assumptions underlying this fair
value estimate, including volatility rates, are based on T-Mobile stand-alone historical trends.
|
Change in Price per Share of T-Mobile Common Stock
|
|
|
Price per Share
of T-Mobile Common Stock |
|
|
Estimated
Merger Consideration |
|
|
Estimated
Goodwill |
|
|
|
(in millions, except stock price)
|
||||||
Increase of 20%
|
|
|
$101.56
|
|
|
$51,335
|
|
|
$19,155
|
Decrease of 20%
|
|
|
$67.70
|
|
|
$38,706
|
|
|
$6,526
|
Purchase price allocation
|
|
|
(in millions)
|
Cash and cash equivalents
|
|
|
$ 2,921
|
Short-term Investments
|
|
|
62
|
Accounts receivable, net of allowances
|
|
|
1,964
|
Equipment installment plan receivables, net
|
|
|
747
|
Accounts receivable from affiliates
|
|
|
189
|
Inventory
|
|
|
892
|
Assets held for sale
|
|
|
1,056
|
Purchase price allocation
|
|
|
(in millions)
|
Other current assets
|
|
|
260
|
Property and equipment, net
|
|
|
12,470
|
Operating lease right-of-use assets
|
|
|
6,713
|
Financing lease right-of-use assets
|
|
|
499
|
Spectrum licenses
|
|
|
43,000
|
Other intangible assets
|
|
|
9,537
|
Equipment installment plan receivables due after one year
|
|
|
282
|
Other assets
|
|
|
239
|
Total assets
|
|
|
80,831
|
Accounts payable and accrued liabilities
|
|
|
(4,452)
|
Payables to affiliates
|
|
|
(241)
|
Short-term debt
|
|
|
(2,612)
|
Deferred revenue
|
|
|
(408)
|
Short-term operating lease liabilities
|
|
|
(1,860)
|
Short-term financing lease liabilities
|
|
|
(8)
|
Liabilities held for sale
|
|
|
(572)
|
Other current liabilities
|
|
|
(70)
|
Long-term debt
|
|
|
(26,843)
|
Deferred tax liabilities
|
|
|
(4,103)
|
Operating lease liabilities
|
|
|
(5,423)
|
Financing lease liabilities
|
|
|
(14)
|
Other long-term liabilities
|
|
|
(2,045)
|
Total liabilities
|
|
|
(48,651)
|
Noncontrolling interests
|
|
|
—
|
Net assets acquired (a)
|
|
|
32,180
|
Estimated merger consideration (b)
|
|
|
45,020
|
Estimated goodwill (b)—(a)
|
|
|
$12,840
|
Intangible Assets
|
|
|
Approximate
Fair Value |
|
|
Estimated
Useful Life |
|
|
|
(in millions)
|
|
|
(in years)
|
Spectrum licenses
|
|
|
$43,000
|
|
|
N/A
|
Trademark
|
|
|
400
|
|
|
1.5
|
Customer relationships
|
|
|
8,500
|
|
|
9
|
Spectrum favorable leases
|
|
|
587
|
|
|
23
|
Other intangibles
|
|
|
50
|
|
|
5-10
|
Total
|
|
|
$52,537
|
|
|
|
(a)
|
To reclassify $845 million and $300 million of equipment installment plan receivables from accounts receivable and other assets, respectively, to
current equipment installment plan receivables and equipment installment plan receivables due after one year, respectively.
|
||
(b)
|
To reclassify $189 million of accounts receivable to accounts receivable from affiliates.
|
||
(c)
|
To reclassify $3,396 million of accounts payable of which $3,155 million was reclassified to accounts payable and accrued liabilities and $241 million
was reclassified to payables to affiliates.
|
||
(d)
|
To reclassify $3,335 million of accrued expenses and other current liabilities of which $1,969 million was reclassified to accounts payable and
accrued liabilities, $1,357 million was reclassified to deferred revenue, and $9 million was reclassified to other current liabilities.
|
||
(e)
|
To reclassify $8 million and $14 million of financing lease liabilities from short-term debt and long-term debt, respectively, to short-term financing
lease liabilities and financing lease liabilities, respectively.
|
||
(f)
|
To reclassify $499 million of financing right-of-use assets from property and equipment, net to financing lease right-of-use assets.
|
||
(g)
|
To reclassify $179 million of commissions earned from consigned inventory agreements to other revenues for the year ended December 31, 2019.
|
||
(h)
|
To reclassify $5,340 million and $5,210 million of equipment rentals and equipment sales, respectively, to equipment revenues for the year ended
December 31, 2019.
|
||
(i)
|
To reclassify $852 million of cost of equipment rentals, $4,369 million of depreciation—network and other, $4,180 million of depreciation—equipment
rentals, and $831 million of amortization to depreciation and amortization for the year ended December 31, 2019.
|
||
(j)
|
To reclassify $456 million of other, net of which $333 million was reclassified to cost of services and $123 million was reclassified to selling,
general and administrative for the year ended December 31, 2019.
|
||
(k)
|
To reclassify $103 million of other income to interest income for the year ended December 31, 2019.
|
||
(l)
|
To reclassify $78 million of impairment charges from depreciation and amortization of which $77 million was reclassified to cost of services and
$1 million was reclassified to selling, general and administrative for the year ended December 31, 2019.
|
The anticipated debt consists of $27.0 billion in debt financing, including a $4.0 billion secured revolving credit facility (which we refer to as the
“revolving credit facility”) which will not be drawn on initially, a $4.0 billion secured term loan facility (which we refer to as the “term loan facility” and, together with the revolving credit facility, the “senior secured credit
facilities”), a $19.0 billion secured bridge credit agreement (which we refer to as the “bridge credit agreement”, and, together with the senior secured credit facilities, the “facilities”). As such, $23.0 billion is the balance reflected for
the new debt outstanding as of December 31, 2019, consisting of the $19.0 billion bridge credit agreement and a $4.0 billion term loan facility.
The adjustments to assets and short and long-term debt reflected in the unaudited pro forma condensed combined balance sheet are summarized as
follows:
|
(n)
|
Reflects the adjustment to (i) eliminate Sprint’s accumulated deficit after pro forma adjustments, (ii) T-Mobile’s accumulated deficit to record
T-Mobile deferred taxes, and (iii) T-Mobile’s accumulated deficit to record transaction costs. The transaction costs primarily consist of fees for investment banking, legal, and accounting services. The adjustment for transaction costs is not
reflected in the unaudited pro forma condensed combined statement of operations because it is a non-recurring item that is directly attributable to the BCA Transactions. The adjustment to accumulated deficit is as follows:
|
(a)
|
Reflects a reduction in revenues and costs due to the fair value adjustment of deferred revenues and costs recognized in the historical financial
statements of Sprint. As a result, amortization associated with these items have been eliminated.
|
(b)
|
This adjustment represents the elimination of historical amortization related to certain contract assets written off as part of purchase accounting as
they had no fair value. This adjustment is partially offset by the capitalization of incremental costs to acquire a contract upon adoption of ASC 340. As T-Mobile’s amortization period for these capitalized costs is generally shorter than
Sprint’s amortization period, this adjustment reflects an acceleration of expenses associated with costs to acquire a contract.
For certain device sales to dealers, Sprint and T-Mobile provide a payment (reimbursement) for discounts subsequently passed on to an end customer.
Sprint records an asset and recognizes these payments as a reduction of service revenue. T-Mobile views these payments as variable consideration in the sale of a device to its dealers and reduces equipment revenue at the point of sale to
the dealer and this adjustment is made to conform with T-Mobile’s accounting policy.
In addition, Sprint generally does not impute interest on its equipment installment plan receivables in their direct channel under ASC 606, while
T-Mobile does, resulting in a difference in application of ASC 606 reflected in this adjustment.
|
A sensitivity analysis on interest expense for the year ended December 31, 2019 has been performed to assess the effect of a change of 1/8% of the
hypothetical interest rate would have on interest expense. The interest rate assumed for purposes of preparing this pro forma financial information related to the new revolving credit facility and bridge credit agreement is approximately
2.62%. In addition, the interest rate assumed for term loan facility is 4.37%. These rates consist of three-month LIBOR as of a recent date, plus certain margins specified in the debt commitment papers entered into at the time of the Business
Combination Agreement. The interest rates of new debt facilities used for pro forma financial information are preliminary and subject to change based on the market conditions and the flex provisions specified in the debt commitment papers. A
1/8% increase or decrease in interest rates would result in a change in interest expense of approximately $29 million for the year ended December 31, 2019.
We intend to issue long-term debt, through one or more private offerings. The actual interest rate on the Notes will be based on market conditions at
the time the Notes are issued, and may differ, perhaps substantially, from the rate applicable to the bridge credit agreement that was assumed for the purposes of the pro forma financial statement.
|
Series
|
|
|
Principal
Amount as of December 31, 2019(1) |
|
|
Issue Date
|
|
|
Interest
Payment Dates |
|
|
Maturity
|
|
|
Earliest
Optional Redemption |
|
|
Optional
Redemption with Equity Proceeds |
4.000% Senior Notes due 2022
|
|
|
$500,000,000
|
|
|
March 16,
2017 |
|
|
April 15 and
October 15 |
|
|
April 15,
2022 |
|
|
March 16,
2022 |
|
|
Not applicable
|
4.000% Senior Notes due 2022-1 held by Deutsche Telekom
|
|
|
$1,000,000,000
|
|
|
April 27, 2017
($500 million) April 28, 2017 ($500 million) |
|
|
April 15 and
October 15 |
|
|
April 15,
2022 |
|
|
March 16,
2022 |
|
|
Not applicable
|
6.000% Senior Notes due 2023
|
|
|
$1,300,000,000
|
|
|
September 4,
2014 |
|
|
March 1 and
September 1 |
|
|
March 1,
2023 |
|
|
September 1,
2018 |
|
|
Not applicable
|
6.000% Senior Notes due 2024
|
|
|
$1,000,000,000
|
|
|
April 1, 2016
|
|
|
April 15 and
October 15 |
|
|
April 15,
2024 |
|
|
April 15,
2019 |
|
|
Not applicable
|
6.500% Senior Notes due 2024
|
|
|
$1,000,000,000
|
|
|
November 21,
2013 |
|
|
January 15
and July 15 |
|
|
January 15,
2024 |
|
|
January 15,
2019 |
|
|
Not applicable
|
5.125% Senior Notes due 2025
|
|
|
$500,000,000
|
|
|
March 16,
2017 |
|
|
April 15 and
October 15 |
|
|
April 15,
2025 |
|
|
April 15,
2020 |
|
|
Prior to April 15,
2020, up to 40% |
5.125% Senior Notes due 2025-1 held by Deutsche Telekom
|
|
|
$1,250,000,000
|
|
|
April 28,
2017 |
|
|
April 15 and
October 15 |
|
|
April 15,
2021(2) |
|
|
April 15,
2020 |
|
|
Prior to April 15,
2020, up to 40% |
6.375% Senior Notes due 2025
|
|
|
$1,700,000,000
|
|
|
September 4,
2014 |
|
|
March 1 and
September 1 |
|
|
March 1,
2025 |
|
|
September 1,
2019 |
|
|
Not applicable
|
4.500% Senior Notes due 2026
|
|
|
$1,000,000,000
|
|
|
January 25,
2018 |
|
|
February 1
and August 1 |
|
|
February 1,
2026 |
|
|
February 1,
2021 |
|
|
Prior to
February 1, 2021, up to 40% |
4.500% Senior Notes due 2026-1 held by Deutsche Telekom
|
|
|
$1,000,000,000
|
|
|
April 30,
2018 |
|
|
February 1
and August 1 |
|
|
February 1,
2026 |
|
|
February 1,
2021 |
|
|
Prior to
February 1, 2021, up to 40% |
6.500% Senior Notes due 2026
|
|
|
$2,000,000,000
|
|
|
November 5,
2015 |
|
|
January 15
and July 15 |
|
|
January 15,
2026 |
|
|
January 15,
2021 |
|
|
Not applicable
|
5.375% Senior Notes due 2027
|
|
|
$500,000,000
|
|
|
March 16,
2017 |
|
|
April 15 and
October 15 |
|
|
April 15,
2027 |
|
|
April 15,
2022 |
|
|
Prior to April 15,
2020, up to 40% |
5.375% Senior Notes due 2027-1 held by Deutsche Telekom
|
|
|
$1,250,000,000
|
|
|
April 28, 2017
($750 million) September 18, 2017 ($500 million) |
|
|
April 15 and
October 15 |
|
|
April 15,
2022(3) |
|
|
April 15,
2022 |
|
|
Prior to April 15,
2020, up to 40% |
4.750% Senior Notes due 2028
|
|
|
$1,500,000,000
|
|
|
January 25,
2018 |
|
|
February 1
and August 1 |
|
|
February 1,
2028 |
|
|
February 1,
2023 |
|
|
Prior to
February 1, 2021, up to 40% |
4.750% Senior Notes due 2028-1 held by Deutsche Telekom
|
|
|
$1,500,000,000
|
|
|
April 30,
2018 |
|
|
February 1
and August 1 |
|
|
February 1,
2028 |
|
|
February 1,
2023 |
|
|
Prior to
February 1, 2021, up to 40% |
TOTAL
|
|
|
$17,000,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Does not include $2,000,000,000 of 5.300% Senior Notes due 2021 and $2,000,000,000 of 6.000% Senior Notes due 2024 held by Deutsche Telekom and
outstanding as of December 31, 2019, which were repurchased on April 1, 2020 at par plus accrued and unpaid interest pursuant to the Financing Matters Agreement.
|
|
(2)
|
Gives effect to the amended maturity date specified in the Financing Matters Agreement.
|
Series
|
|
|
Principal
Amount as of December 31, 2019(1) |
|
|
Issue Date
|
|
|
Interest Payment
Dates |
|
|
Maturity
|
Sprint Capital Corporation notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.875% Senior Notes due 2028
|
|
|
$2,475,000,000
|
|
|
November 16, 1998
|
|
|
May 15 and
November 15 |
|
|
November 15,
2028 |
8.750% Senior Notes due 2032
|
|
|
$2,000,000,000
|
|
|
March 14, 2002(2)
|
|
|
March 15 and
September 15 |
|
|
March 15,
2032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sprint Communications, Inc. notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.000% Senior Notes due 2020
|
|
|
$1,500,000,000
|
|
|
August 14, 2012
|
|
|
February 15 and
August 15 |
|
|
August 15,
2020 |
11.500% Senior Notes due 2021
|
|
|
$1,000,000,000
|
|
|
November 9, 2011(2)
|
|
|
May 15 and
November 15 |
|
|
November 15,
2021 |
6.000% Senior Notes due 2022
|
|
|
$2,280,000,000
|
|
|
November 14, 2012
|
|
|
May 15 and
November 15 |
|
|
November 15,
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sprint Corporation notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.250% Senior Notes due 2021
|
|
|
$2,250,000,000
|
|
|
September 11, 2013(2)
|
|
|
March 15 and
September 15 |
|
|
September 15,
2021 |
7.875% Senior Notes due 2023
|
|
|
$4,250,000,000
|
|
|
September 11, 2013(2)
|
|
|
March 15 and
September 15 |
|
|
September 15,
2023 |
7.125% Senior Notes due 2024
|
|
|
$2,500,000,000
|
|
|
December 12, 2013(2)
|
|
|
June 15 and
December 15 |
|
|
June 15, 2024
|
7.625% Senior Notes due 2025
|
|
|
$1,500,000,000
|
|
|
February 24, 2015
|
|
|
February 15 and
August 15 |
|
|
February 15,
2025 |
7.625% Senior Notes due 2026
|
|
|
$1,500,000,000
|
|
|
February 22, 2018
|
|
|
March 1 and
September 1 |
|
|
March 1,
2026 |
TOTAL
|
|
|
$21,255,000,000
|
|
|
|
|
|
|
|
|
|
(1)
|
Does not include (i) $1,000,0000,000 aggregate principal amount of Sprint Communications, Inc. 7.000% Guaranteed Notes due 2020, which matured March 1,
2020 and the outstanding principal amount and all remaining unpaid interest in respect of which was paid on March 2, 2020 and (ii) $1,000,000,000 aggregate principal amount of Sprint 7.250% Guaranteed Notes due 2028 issued in February 2020,
which were redeemed in connection with the BCA Transactions.
|
(2)
|
Refers to date of original issuance pursuant to an exemption from registration; registered notes having terms substantially identical in all material
respects to the original notes, except that the exchange notes do not contain terms with respect to additional interest or transfer restrictions, were offered subsequently in an exchange offer.
|
Tranche
|
|
|
Principal
Amount as of December 31, 2019 |
|
|
Payment
Dates |
|
|
Interest-
Only Payments |
|
|
Amortizing
Principal Payments |
|
|
Anticipated
Repayment Date |
Series 2016-1 3.360%
Senior Secured Notes, Class A-1 |
|
|
$1,531,250,000
|
|
|
March 20,
June 20, September 20 and December 20 |
|
|
December
2016 through September 2017 |
|
|
December
2017 through September 2021 |
|
|
September 20,
2021 |
Series 2018-1 4.738%
Senior Secured Notes, Class A-1 |
|
|
$2,100,000,000
|
|
|
March 20,
June 20, September 20 and December 20 |
|
|
June 2018
through March 2021 |
|
|
June 2021
through March 2025 |
|
|
March 20,
2025 |
Series 2018-1 5.152%
Senior Secured Notes, Class A-2 |
|
|
$1,837,500,000
|
|
|
March 20,
June 20, September 20 and December 20 |
|
|
June 2018
through March 2023 |
|
|
June 2023
through March 2028 |
|
|
March 20,
2028 |