Delaware
(State or other jurisdiction of incorporation or organization)
|
1-33409
(Commission File Number)
|
20-0836269
(I.R.S. Employer Identification No.)
|
12920 SE 38th Street
Bellevue, Washington
(Address of principal executive offices)
|
98006-1350
(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
|
Name of each exchange on which registered
|
Common Stock, par value $0.00001 per share
|
TMUS
|
The NASDAQ Stock Market LLC
|
|
• |
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 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 subsidiaries in the aggregate principal amount of at least the
greater of (x) $250.0 million and (y) 1.0% of Consolidated Cash Flow (as defined in the Base Indenture) 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 subsidiaries;
|
|
• |
failure by T-Mobile USA or certain of its subsidiaries to pay certain final judgments aggregating in excess of the greater of (x) $250.0 million and (y) 1.0% of
Consolidated Cash Flow on a pro forma basis over a four-quarter test period within 60 consecutive days of such final judgment;
|
|
• |
other than in connection with satisfaction of the obligations under the applicable Indenture or release of collateral in accordance with the terms of the applicable
Indenture, (i) a security interest with respect to collateral having a fair market value in excess of 5% of Consolidated Total Assets (as defined in the Base Indenture) ceases to be valid and perfected or is declared invalid or unenforceable,
subject to notice and a grace period, or (ii) T-Mobile USA or a guarantor asserts in a pleading in any court of competent jurisdiction that any security interest securing the Notes is invalid or unenforceable.
|
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
Exhibit No.
|
Description
|
Indenture, dated as of April 9, 2020 by and among T-Mobile USA, Inc., the Company 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 April 13, 2020).
|
|
Seventh Supplemental Indenture, dated as of June 24, 2020 by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust
Company Americas, as trustee, including the Form of 1.500% Senior Secured Note due 2026.
|
|
Eighth Supplemental Indenture, dated as of June 24, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust
Company Americas, as trustee, including the Form of 2.050% Senior Secured Note due 2028.
|
|
Ninth Supplemental Indenture, dated as of June 24, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust
Company Americas, as trustee, including the Form of 2.550% Senior Secured Note due 2031.
|
|
Registration Rights Agreement, dated as of June 24, 2020, by and among T-Mobile USA, Inc., the Initial Guarantors (as defined therein) and Credit
Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers (as defined therein).
|
|
Press Release entitled “T-Mobile Agrees to Sell $4 Billion of Senior Secured Notes.”
|
|
104.1
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
June 26, 2020
|
T-MOBILE US, INC.
|
|
By:
|
/s/ J. Braxton Carter
|
|
Name:
|
J. Braxton Carter
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
1
|
||
Section 1.01
|
Definitions.
|
1
|
|
Section 1.02
|
Other Definitions.
|
3
|
|
Section 1.03
|
Rules of Construction.
|
3
|
|
ARTICLE II THE NOTES
|
4
|
||
Section 2.01
|
Creation of the Notes; Designations.
|
4
|
|
Section 2.02
|
Forms Generally.
|
4
|
|
Section 2.03
|
Title and Terms of Notes.
|
5
|
|
Section 2.04
|
Agreement to Guarantee.
|
6
|
|
ARTICLE III REDEMPTION AND PREPAYMENT
|
6
|
||
Section 3.01
|
Optional Redemption.
|
6
|
|
ARTICLE IV NOTE GUARANTEES
|
6
|
||
ARTICLE V COLLATERAL
|
6
|
||
ARTICLE VI MISCELLANEOUS
|
6
|
||
Section 6.01
|
Effect of the Seventh Supplemental Indenture.
|
6
|
|
Section 6.02
|
Governing Law.
|
7
|
|
Section 6.03
|
Waiver of Jury Trial.
|
7
|
|
Section 6.04
|
No Adverse Interpretation of Other Agreements.
|
7
|
|
Section 6.05
|
Successors.
|
7
|
|
Section 6.06
|
Severability.
|
7
|
|
Section 6.07
|
Counterparts.
|
7
|
|
Section 6.08
|
Table of Contents, Headings, etc.
|
8
|
|
Section 6.09
|
Beneficiaries of this Seventh Supplemental Indenture.
|
8
|
|
Section 6.10
|
No Personal Liability of Directors, Officers, Employees and Stockholders.
|
8
|
|
Section 6.11
|
The Trustee.
|
8
|
EXHIBITS
|
|
Exhibit A
|
Form of Initial Note
|
Term
|
Defined in Section
|
“Additional Notes”
|
2.03
|
“Base Indenture”
|
Recitals
|
“Seventh Supplemental Indenture”
|
Recitals
|
“Guarantors”
|
Recitals
|
“Indenture”
|
1.01
|
“Interest Payment Date”
|
2.03
|
“Issuer”
|
Recitals
|
“Parent”
|
Recitals
|
“Series Issue Date”
|
Recitals
|
T-MOBILE USA, INC.
|
||
By:
|
/s/ J. Braxton Carter
|
|
Name:
|
J. Braxton Carter
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
T-MOBILE US, INC.
|
||
By:
|
/s/ J. Braxton Carter
|
|
Name:
|
J. Braxton Carter
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
By:
|
/s/ J. Braxton Carter
|
|
Name:
|
J. Braxton Carter
|
|
|
Title:
|
Authorized Person
|
By:
|
/s/ J. Braxton Carter
|
Name:
|
J. Braxton Carter
|
||
Title:
|
Executive Vice President &
|
||
Chief Financial Officer
|
By:
|
/s/ J. Braxton Carter
|
Name:
|
J. Braxton Carter
|
||
Title:
|
Executive Vice President &
|
||
Chief Financial Officer
|
By:
|
/s/ J. Braxton Carter
|
Name:
|
J. Braxton Carter
|
||
Title:
|
Executive Vice President &
|
||
Chief Financial Officer
|
SPRINTCOM, INC.
|
|||
SPRINT SPECTRUM L.P., each as a Guarantor
|
|||
By:
|
/s/ David A. Miller
|
Name:
|
David A. Miller
|
|
Title:
|
Executive Vice President,
|
|
General Counsel & Secretary
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
|
|||
By:
|
/s/ Jeffrey Schoenfeld
|
||
Name:
|
Jeffrey Schoenfeld
|
||
Title:
|
Vice President
|
||
By:
|
/s/ Kathryn Fischer
|
||
Name:
|
Kathryn Fischer
|
||
Title:
|
Vice President
|
No. |
|
|
$
|
Dated:
|
||
|
||
T-MOBILE USA, INC.
|
||
By:
|
||
Name:
|
||
Title:
|
DEUTSCHE BANK TRUST COMPANY AMERICAS,
|
||
as Trustee
|
||
By:
|
||
Authorized Signatory
|
(I) or (we) assign and transfer this Note to: |
|
|
Date: |
|
|
|
Your Signature: |
|
|
|
Signature Guarantee*: |
|
|
|
Date: |
|
|
|
Your Signature: |
|
|
|
Tax Identification No.: |
|
|
|
Signature Guarantee*: |
|
|
Date of
Exchange
|
Amount of
decrease in
Principal
Amount of this
Global Note
|
Amount of
increase in
Principal
Amount of this
Global Note
|
Principal
Amount of this
Global Note
following such
decrease
(or increase)
|
Signature of
authorized
officer of
Trustee or
Notes Custodian
|
||||
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
1
|
||
Section 1.01
|
Definitions.
|
1
|
|
Section 1.02
|
Other Definitions.
|
3
|
|
Section 1.03
|
Rules of Construction.
|
3
|
|
ARTICLE II THE NOTES
|
4
|
||
Section 2.01
|
Creation of the Notes; Designations.
|
4
|
|
Section 2.02
|
Forms Generally.
|
5
|
|
Section 2.03
|
Title and Terms of Notes.
|
5
|
|
Section 2.04
|
Agreement to Guarantee.
|
6
|
|
ARTICLE III REDEMPTION AND PREPAYMENT
|
6
|
||
Section 3.01
|
Optional Redemption.
|
6
|
|
ARTICLE IV NOTE GUARANTEES
|
6
|
||
ARTICLE V COLLATERAL
|
7
|
||
ARTICLE VI MISCELLANEOUS
|
7
|
||
Section 6.01
|
Effect of the Eighth Supplemental Indenture.
|
7
|
|
Section 6.02
|
Governing Law.
|
7
|
|
Section 6.03
|
Waiver of Jury Trial.
|
7
|
|
Section 6.04
|
No Adverse Interpretation of Other Agreements.
|
7
|
|
Section 6.05
|
Successors.
|
8
|
|
Section 6.06
|
Severability.
|
8
|
|
Section 6.07
|
Counterparts.
|
8
|
|
Section 6.08
|
Table of Contents, Headings, etc.
|
8
|
|
Section 6.09
|
Beneficiaries of this Eighth Supplemental Indenture.
|
8
|
|
Section 6.10
|
No Personal Liability of Directors, Officers, Employees and Stockholders.
|
8
|
|
Section 6.11
|
The Trustee.
|
9
|
|
EXHIBITS
|
|||
Exhibit A
|
|
Form of Initial Note
|
Term
|
Defined in Section
|
“Additional Notes”
|
2.03
|
“Base Indenture”
|
Recitals
|
“Eighth Supplemental Indenture”
|
Recitals
|
“Guarantors”
|
Recitals
|
“Indenture”
|
1.01
|
“Interest Payment Date”
|
2.03
|
“Issuer”
|
Recitals
|
“Parent”
|
Recitals
|
“Series Issue Date”
|
Recitals
|
|
T-MOBILE USA, INC.
|
|
|
|
|
|
By:
|
/s/ J. Braxton Carter
|
|
Name:
|
J. Braxton Carter
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
|
T-MOBILE US, INC.
|
|
|
|
|
|
By:
|
/s/ J. Braxton Carter
|
|
Name:
|
J. Braxton Carter
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
|
IBSV LLC
|
|
|
LAYER3 TV, INC.
|
|
|
L3TV CHICAGOLAND CABLE SYSTEM, LLC
|
|
|
L3TV COLORADO CABLE SYSTEM, LLC
|
|
|
L3TV DALLAS CABLE SYSTEM, LLC
|
|
|
L3TV DC CABLE SYSTEM, LLC
|
|
|
L3TV DETROIT CABLE SYSTEM, LLC
|
|
|
L3TV LOS ANGELES CABLE SYSTEM, LLC
|
|
|
L3TV MINNEAPOLIS CABLE SYSTEM, LLC
|
|
|
L3TV NEW YORK CABLE SYSTEM, LLC
|
|
|
L3TV PHILADELPHIA CABLE SYSTEM, LLC
|
|
|
L3TV SAN FRANCISCO CABLE SYSTEM, LLC
|
|
|
L3TV SEATTLE CABLE SYSTEM, LLC
|
|
|
METROPCS CALIFORNIA, LLC
|
|
|
METROPCS FLORIDA, LLC
|
|
|
METROPCS GEORGIA, LLC
|
|
|
METROPCS MASSACHUSETTS, LLC
|
|
|
METROPCS MICHIGAN, LLC
|
|
|
METROPCS NETWORKS CALIFORNIA, LLC
|
|
|
METROPCS NETWORKS FLORIDA, LLC
|
|
|
METROPCS NEVADA, LLC
|
|
|
METROPCS NEW YORK, LLC
|
|
|
METROPCS PENNSYLVANIA, LLC
|
|
|
METROPCS TEXAS, LLC
|
|
|
PUSHSPRING, INC.
|
|
|
T-MOBILE CENTRAL LLC
|
|
|
T-MOBILE FINANCIAL LLC
|
|
|
T-MOBILE LEASING LLC
|
|
|
T-MOBILE LICENSE LLC
|
|
|
T-MOBILE NORTHEAST LLC
|
|
|
T-MOBILE PCS HOLDINGS LLC
|
|
|
T-MOBILE PUERTO RICO HOLDINGS LLC
|
|
|
T-MOBILE PUERTO RICO LLC
|
|
|
T-MOBILE RESOURCES CORPORATION
|
|
|
T-MOBILE SOUTH LLC
|
|
|
T-MOBILE SUBSIDIARY IV LLC
|
|
|
T-MOBILE WEST LLC
|
|
|
THEORY MOBILE, INC., each as a Guarantor
|
|
|
By:
|
/s/ J. Braxton Carter
|
|
|
Name:
|
J. Braxton Carter
|
|
Title:
|
Authorized Person
|
|
SPRINT CORPORATION, a Delaware corporation
|
|
|
SPRINT COMMUNICATIONS, INC.
|
|
|
SPRINT CAPITAL CORPORATION
|
|
|
ALDA WIRELESS HOLDINGS, LLC
|
|
|
AMERICAN TELECASTING DEVELOPMENT, LLC
|
|
|
AMERICAN TELECASTING OF ANCHORAGE, LLC
|
|
|
AMERICAN TELECASTING OF COLUMBUS, LLC
|
|
|
AMERICAN TELECASTING OF DENVER, LLC
|
|
|
AMERICAN TELECASTING OF FORT MYERS, LLC
|
|
|
AMERICAN TELECASTING OF FT. COLLINS, LLC
|
|
|
AMERICAN TELECASTING OF GREEN BAY, LLC
|
|
|
AMERICAN TELECASTING OF LANSING, LLC
|
|
|
AMERICAN TELECASTING OF LINCOLN, LLC
|
|
|
AMERICAN TELECASTING OF LITTLE ROCK, LLC
|
|
|
AMERICAN TELECASTING OF LOUISVILLE, LLC
|
|
|
AMERICAN TELECASTING OF MEDFORD, LLC
|
|
|
AMERICAN TELECASTING OF MICHIANA, LLC
|
|
|
AMERICAN TELECASTING OF MONTEREY, LLC
|
|
|
AMERICAN TELECASTING OF REDDING, LLC
|
|
|
AMERICAN TELECASTING OF SANTA BARBARA, LLC
|
|
|
AMERICAN TELECASTING OF SEATTLE, LLC
|
|
|
AMERICAN TELECASTING OF SHERIDAN, LLC
|
|
|
AMERICAN TELECASTING OF YUBA CITY, LLC
|
|
|
APC REALTY AND EQUIPMENT COMPANY, LLC
|
|
|
ASSURANCE WIRELESS OF SOUTH CAROLINA, LLC
|
|
|
ASSURANCE WIRELESS USA, L.P.
|
|
|
ATI SUB, LLC
|
|
|
BOOST WORLDWIDE, LLC
|
|
|
BROADCAST CABLE, LLC
|
|
|
CLEAR WIRELESS LLC
|
|
|
CLEARWIRE COMMUNICATIONS LLC
|
|
|
CLEARWIRE HAWAII PARTNERS SPECTRUM, LLC
|
|
|
CLEARWIRE IP HOLDINGS LLC
|
|
|
CLEARWIRE LEGACY LLC
|
|
|
CLEARWIRE SPECTRUM HOLDINGS II LLC
|
|
|
CLEARWIRE SPECTRUM HOLDINGS III LLC
|
|
|
CLEARWIRE SPECTRUM HOLDINGS LLC
|
|
|
CLEARWIRE XOHM LLC, each as a Guarantor
|
|
|
By:
|
/s/ J. Braxton Carter
|
|
|
Name:
|
J. Braxton Carter
|
|
Title:
|
Executive Vice President &
|
|
|
Chief Financial Officer
|
FIXED WIRELESS HOLDINGS, LLC
|
||
FRESNO MMDS ASSOCIATES, LLC
|
||
INDEPENDENT WIRELESS ONE LEASED REALTY CORPORATION
|
||
KENNEWICK LICENSING, LLC
|
||
MINORCO, LLC
|
||
NEXTEL COMMUNICATIONS OF THE MID-ATLANTIC, INC.
|
||
NEXTEL OF NEW YORK, INC.
|
||
NEXTEL RETAIL STORES, LLC
|
||
NEXTEL SOUTH CORP.
|
||
NEXTEL SYSTEMS, LLC
|
||
NEXTEL WEST CORP.
|
||
NSAC, LLC
|
||
PCTV GOLD II, LLC
|
||
PCTV SUB, LLC
|
||
PEOPLE’S CHOICE TV OF HOUSTON, LLC
|
||
PEOPLE’S CHOICE TV OF ST. LOUIS, LLC
|
||
PRWIRELESS PR, LLC
|
||
SFE 1, LLC
|
||
SFE 2, LLC
|
||
SIHI NEW ZEALAND HOLDCO, INC.
|
||
SN HOLDINGS (BR I) LLC
|
||
SPEEDCHOICE OF DETROIT, LLC
|
||
SPEEDCHOICE OF PHOENIX, LLC
|
||
SPRINT (BAY AREA), LLC
|
||
SPRINT COMMUNICATIONS COMPANY L.P.
|
||
SPRINT COMMUNICATIONS COMPANY OF NEW HAMPSHIRE, INC.
|
||
SPRINT COMMUNICATIONS COMPANY OF VIRGINIA, INC.
|
||
SPRINT CONNECT LLC
|
||
SPRINT CORPORATION, a Kansas corporation
|
||
SPRINT CORPORATION, a Missouri corporation
|
||
SPRINT EBUSINESS, INC.
|
||
SPRINT ENTERPRISE MOBILITY, LLC
|
||
SPRINT ENTERPRISE NETWORK SERVICES, INC.,
|
||
each as a Guarantor
|
|
By:
|
/s/ J. Braxton Carter
|
|
|
Name:
|
J. Braxton Carter
|
|
Title:
|
Executive Vice President &
|
|
|
Chief Financial Officer
|
SPRINT EWIRELESS, INC.
|
||
SPRINT INTERNATIONAL COMMUNICATIONS CORPORATION
|
||
SPRINT INTERNATIONAL HOLDING, INC.
|
||
SPRINT INTERNATIONAL INCORPORATED
|
||
SPRINT INTERNATIONAL NETWORK COMPANY LLC
|
||
SPRINT PCS ASSETS, L.L.C.
|
||
SPRINT SOLUTIONS, INC.
|
||
SPRINT SPECTRUM HOLDING COMPANY, LLC
|
||
SPRINT SPECTRUM REALTY COMPANY, LLC
|
||
SPRINT/UNITED MANAGEMENT COMPANY
|
||
SWV SIX, INC.
|
||
TDI ACQUISITION SUB, LLC
|
||
TRANSWORLD TELECOM II, LLC
|
||
US TELECOM, INC.
|
||
USST OF TEXAS, INC.
|
||
UTELCOM LLC
|
||
VIRGIN MOBILE USA – EVOLUTION, LLC
|
||
VMU GP, LLC
|
||
WBS OF AMERICA, LLC
|
||
WBS OF SACRAMENTO, LLC
|
||
WBSY LICENSING, LLC
|
||
WCOF, LLC
|
||
WIRELESS BROADBAND SERVICES OF AMERICA, L.L.C.
|
||
WIRELINE LEASING CO., INC., each as a Guarantor
|
|
By:
|
/s/ J. Braxton Carter
|
|
|
Name:
|
J. Braxton Carter
|
|
Title:
|
Executive Vice President &
|
|
|
Chief Financial Officer
|
|
SPRINTCOM, INC.
|
||
|
SPRINT SPECTRUM L.P., each as a Guarantor
|
||
|
|||
|
By:
|
/s/ David A. Miller
|
|
|
Name:
|
David A. Miller
|
|
Title:
|
Executive Vice President,
|
|
|
General Counsel & Secretary
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
|
||
|
|
||
|
|
By:
|
/s/ Jeffrey Schoenfeld
|
|
|
Name:
|
Jeffrey Schoenfeld
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
By:
|
/s/ Kathryn Fischer
|
|
|
Name:
|
Kathryn Fischer
|
|
|
Title:
|
Vice President
|
|
No. ___ | $ |
Dated:
|
|
|
T-MOBILE USA, INC.
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
This is one of the Notes referred to
|
in the within-mentioned Indenture:
|
DEUTSCHE BANK TRUST COMPANY AMERICAS,
|
as Trustee
|
By:
|
|
|
|
Authorized Signatory
|
|
|
(I) or (we) assign and transfer this Note to: |
|
|
|
(Insert assignee’s legal name) |
|
|
|
(Insert assignee’s soc. sec. or tax I.D. no.) |
|
|
|
|
|
|
|
|
|
(Print or type assignee’s name, address and zip code) |
Date of
Exchange
|
|
Amount of
decrease in
Principal
Amount of this
Global Note
|
|
Amount of
increase in
Principal
Amount of this
Global Note
|
|
Principal
Amount of this
Global Note
following such
decrease
(or increase)
|
|
Signature of
authorized
officer of
Trustee or
Notes Custodian
|
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
|
|
|
* |
This schedule should be included only if the Note is issued in global form.
|
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
1
|
||
Section 1.01
|
Definitions.
|
1
|
|
Section 1.02
|
Other Definitions.
|
3
|
|
Section 1.03
|
Rules of Construction.
|
3
|
|
ARTICLE II THE NOTES
|
4
|
||
Section 2.01
|
Creation of the Notes; Designations.
|
4
|
|
Section 2.02
|
Forms Generally.
|
4
|
|
Section 2.03
|
Title and Terms of Notes.
|
5
|
|
Section 2.04
|
Agreement to Guarantee.
|
6
|
|
ARTICLE III REDEMPTION AND PREPAYMENT
|
6
|
||
Section 3.01
|
Optional Redemption.
|
6
|
|
ARTICLE IV NOTE GUARANTEES
|
6
|
||
ARTICLE V COLLATERAL
|
6
|
||
ARTICLE VI MISCELLANEOUS
|
6
|
||
Section 6.01
|
Effect of the Ninth Supplemental Indenture.
|
6
|
|
Section 6.02
|
Governing Law.
|
7
|
|
Section 6.03
|
Waiver of Jury Trial.
|
7
|
|
Section 6.04
|
No Adverse Interpretation of Other Agreements.
|
7
|
|
Section 6.05
|
Successors.
|
7
|
|
Section 6.06
|
Severability.
|
7
|
|
Section 6.07
|
Counterparts.
|
7
|
|
Section 6.08
|
Table of Contents, Headings, etc.
|
8
|
|
Section 6.09
|
Beneficiaries of this Ninth Supplemental Indenture.
|
8
|
|
Section 6.10
|
No Personal Liability of Directors, Officers, Employees and Stockholders.
|
8
|
|
Section 6.11
|
The Trustee.
|
8
|
|
EXHIBITS
|
|||
Exhibit A
|
Form of Initial Note
|
Term
|
Defined in Section
|
“Additional Notes”
|
2.03
|
“Base Indenture”
|
Recitals
|
“Ninth Supplemental Indenture”
|
Recitals
|
“Guarantors”
|
Recitals
|
“Indenture”
|
1.01
|
“Interest Payment Date”
|
2.03
|
“Issuer”
|
Recitals
|
“Parent”
|
Recitals
|
“Series Issue Date”
|
Recitals
|
T-MOBILE USA, INC.
|
||
By: | /s/ J. Braxton Carter | |
Name:
|
J. Braxton Carter
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
T-MOBILE US, INC.
|
||
By: | /s/ J. Braxton Carter | |
Name:
|
J. Braxton Carter
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
By:
|
/s/ J. Braxton Carter
|
|||
Name:
|
J. Braxton Carter
|
|||
Title:
|
Authorized Person
|
By:
|
/s/ J. Braxton Carter
|
|||
Name:
|
J. Braxton Carter
|
|||
Title:
|
Executive Vice President &
|
|||
Chief Financial Officer
|
|
By:
|
/s/ J. Braxton Carter
|
|||
Name:
|
J. Braxton Carter
|
|||
Title:
|
Executive Vice President &
|
|||
Chief Financial Officer
|
|
By:
|
/s/ J. Braxton Carter
|
|||
Name:
|
J. Braxton Carter
|
|||
Title:
|
Vice President &
|
|||
Chief Financial Officer
|
|
By:
|
/s/ David A. Miller
|
|||
Name:
|
David A. Miller
|
|||
Title:
|
Executive Vice President,
|
|||
General Counsel & Secretary
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
|
|||
By:
|
/s/ Jeffrey Schoenfeld | ||
Name:
|
Jeffrey Schoenfeld
|
||
Title:
|
Vice President
|
||
By:
|
/s/ Kathryn Fischer | ||
Name:
|
Kathryn Fischer
|
||
Title:
|
Vice President
|
No. ___
|
$
|
Dated:
|
|
T-MOBILE USA, INC.
|
||
By:
|
|
|
Name:
|
||
Title:
|
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
|
||
|
||
By:
|
|
|
Authorized Signatory
|
|
(I) or (we) assign and transfer this Note to:
|
|
(Insert assignee’s legal name)
|
|
|
(Insert assignee’s soc. sec. or tax I.D. no.) | |
|
|
|
|
|
|
|
|
(Print or type assignee’s name, address and zip code) |
|
Date: |
|
|
|
|
Your Signature: |
|
|
|
|
Signature Guarantee*:
|
|
|
|
|
Date: |
|
|
|
|
Your Signature: |
|
|
|
|
Tax Identification No.: |
|
|
|
|
Signature Guarantee*:
|
|
|
|
Date of
Exchange
|
Amount of
decrease in
Principal
Amount of this
Global Note
|
Amount of
increase in
Principal
Amount of this
Global Note
|
Principal
Amount of this
Global Note
following such
decrease
(or increase)
|
Signature of
authorized
officer of
Trustee or
Notes Custodian
|
||||
|
||||||||
*
|
This schedule should be included only if the Note is issued in global form.
|
(i) |
that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;
|
(ii) |
the Exchange Offer shall remain available for tenders by the Holders of Registrable Securities for a period of at least 20 Business Days from the date the Exchange Offer is commenced (or longer if required by applicable law including in
accordance with the requirements of Regulation 14E of the Exchange Act) (the “Exchange Date”);
|
(iii) |
that any Registrable Security not tendered by the Exchange Date will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise expressly specified herein;
|
(iv) |
that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security to the institution and at the address (located in the Borough of Manhattan, The
City of New York) and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on
the Exchange Date; and
|
(v) |
that any Holder will be entitled to withdraw its election, not later than the close of business on the Exchange Date, by (A) delivering to the institution and at the address (located in the Borough of Manhattan, The City of New York)
specified in the notice, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such
Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.
|
(i) |
accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and
|
(ii) |
deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Issuer and issue, and cause the Trustee to promptly authenticate and deliver to each Holder,
Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder.
|
T-MOBILE USA, INC.
|
||
By:
|
/s/ J. Braxton Carter
|
|
Name:
|
J. Braxton Carter
|
|
Title:
|
Executive Vice President &
Chief Financial Officer
|
T-MOBILE US, INC.
|
||
By:
|
/s/ J. Braxton Carter
|
|
Name:
|
J. Braxton Carter
|
|
Title:
|
Executive Vice President &
Chief Financial Officer
|
IBSV LLC
|
||
LAYER3 TV, INC.
|
||
L3TV CHICAGOLAND CABLE SYSTEM, LLC
|
||
L3TV COLORADO CABLE SYSTEM, LLC
|
||
L3TV DALLAS CABLE SYSTEM, LLC
|
||
L3TV DC CABLE SYSTEM, LLC
|
||
L3TV DETROIT CABLE SYSTEM, LLC
|
||
L3TV LOS ANGELES CABLE SYSTEM, LLC
|
||
L3TV MINNEAPOLIS CABLE SYSTEM, LLC
|
||
L3TV NEW YORK CABLE SYSTEM, LLC
|
||
L3TV PHILADELPHIA CABLE SYSTEM, LLC
|
||
L3TV SAN FRANCISCO CABLE SYSTEM, LLC
|
||
L3TV SEATTLE CABLE SYSTEM, LLC
|
||
METROPCS CALIFORNIA, LLC
|
||
METROPCS FLORIDA, LLC
|
||
METROPCS GEORGIA, LLC
|
||
METROPCS MASSACHUSETTS, LLC
|
||
METROPCS MICHIGAN, LLC
|
||
METROPCS NETWORKS CALIFORNIA, LLC
|
||
METROPCS NETWORKS FLORIDA, LLC
|
||
METROPCS NEVADA, LLC
|
||
METROPCS NEW YORK, LLC
|
||
METROPCS PENNSYLVANIA, LLC
|
||
METROPCS TEXAS, LLC
|
||
PUSHSPRING, INC.
|
||
T-MOBILE CENTRAL LLC
|
||
T-MOBILE FINANCIAL LLC
|
||
T-MOBILE LEASING LLC
|
||
T-MOBILE LICENSE LLC
|
||
T-MOBILE NORTHEAST LLC
|
||
T-MOBILE PCS HOLDINGS LLC
|
||
T-MOBILE PUERTO RICO HOLDINGS LLC
|
||
T-MOBILE PUERTO RICO LLC
|
||
T-MOBILE RESOURCES CORPORATION
|
||
T-MOBILE SOUTH LLC
|
||
T-MOBILE SUBSIDIARY IV LLC
|
||
T-MOBILE WEST LLC
|
||
THEORY MOBILE, INC., each as a Guarantor
|
By:
|
/s/ J. Braxton Carter | ||
Name:
|
J. Braxton Carter
|
||
Title:
|
Authorized Person
|
SPRINT CORPORATION, a Delaware corporation
|
||
SPRINT COMMUNICATIONS, INC.
|
||
SPRINT CAPITAL CORPORATION
|
||
ALDA WIRELESS HOLDINGS, LLC
|
||
AMERICAN TELECASTING DEVELOPMENT, LLC
|
||
AMERICAN TELECASTING OF ANCHORAGE, LLC
|
||
AMERICAN TELECASTING OF COLUMBUS, LLC
|
||
AMERICAN TELECASTING OF DENVER, LLC
|
||
AMERICAN TELECASTING OF FORT MYERS, LLC
|
||
AMERICAN TELECASTING OF FT. COLLINS, LLC
|
||
AMERICAN TELECASTING OF GREEN BAY, LLC
|
||
AMERICAN TELECASTING OF LANSING, LLC
|
||
AMERICAN TELECASTING OF LINCOLN, LLC
|
||
AMERICAN TELECASTING OF LITTLE ROCK, LLC
|
||
AMERICAN TELECASTING OF LOUISVILLE, LLC
|
||
AMERICAN TELECASTING OF MEDFORD, LLC
|
||
AMERICAN TELECASTING OF MICHIANA, LLC
|
||
AMERICAN TELECASTING OF MONTEREY, LLC
|
||
AMERICAN TELECASTING OF REDDING, LLC
|
||
AMERICAN TELECASTING OF SANTA BARBARA, LLC
|
||
AMERICAN TELECASTING OF SEATTLE, LLC
|
||
AMERICAN TELECASTING OF SHERIDAN, LLC
|
||
AMERICAN TELECASTING OF YUBA CITY, LLC
|
||
APC REALTY AND EQUIPMENT COMPANY, LLC
|
||
ASSURANCE WIRELESS OF SOUTH CAROLINA, LLC
|
||
ASSURANCE WIRELESS USA, L.P.
|
||
ATI SUB, LLC
|
||
BOOST WORLDWIDE, LLC
|
||
BROADCAST CABLE, LLC
|
||
CLEAR WIRELESS LLC
|
||
CLEARWIRE COMMUNICATIONS LLC
|
||
CLEARWIRE HAWAII PARTNERS SPECTRUM, LLC
|
||
CLEARWIRE IP HOLDINGS LLC
|
||
CLEARWIRE LEGACY LLC
|
||
CLEARWIRE SPECTRUM HOLDINGS II LLC
|
||
CLEARWIRE SPECTRUM HOLDINGS III LLC
|
||
CLEARWIRE SPECTRUM HOLDINGS LLC
|
||
CLEARWIRE XOHM LLC, each as a Guarantor
|
By:
|
/s/ J. Braxton Carter | ||
Name:
|
J. Braxton Carter
|
||
Title:
|
Executive Vice President &
|
||
Chief Financial Officer
|
FIXED WIRELESS HOLDINGS, LLC
|
||
FRESNO MMDS ASSOCIATES, LLC
|
||
INDEPENDENT WIRELESS ONE LEASED REALTY CORPORATION
|
||
KENNEWICK LICENSING, LLC
|
||
MINORCO, LLC
|
||
NEXTEL COMMUNICATIONS OF THE MID-ATLANTIC, INC.
|
||
NEXTEL OF NEW YORK, INC.
|
||
NEXTEL RETAIL STORES, LLC
|
||
NEXTEL SOUTH CORP.
|
||
NEXTEL SYSTEMS, LLC
|
||
NEXTEL WEST CORP.
|
||
NSAC, LLC
|
||
PCTV GOLD II, LLC
|
||
PCTV SUB, LLC
|
||
PEOPLE’S CHOICE TV OF HOUSTON, LLC
|
||
PEOPLE’S CHOICE TV OF ST. LOUIS, LLC
|
||
PRWIRELESS PR, LLC
|
||
SFE 1, LLC
|
||
SFE 2, LLC
|
||
SIHI NEW ZEALAND HOLDCO, INC.
|
||
SN HOLDINGS (BR I) LLC
|
||
SPEEDCHOICE OF DETROIT, LLC
|
||
SPEEDCHOICE OF PHOENIX, LLC
|
||
SPRINT (BAY AREA), LLC
|
||
SPRINT COMMUNICATIONS COMPANY L.P.
|
||
SPRINT COMMUNICATIONS COMPANY OF NEW HAMPSHIRE, INC.
|
||
SPRINT COMMUNICATIONS COMPANY OF VIRGINIA, INC.
|
||
SPRINT CONNECT LLC
|
||
SPRINT CORPORATION, a Kansas corporation
|
||
SPRINT CORPORATION, a Missouri corporation
|
||
SPRINT EBUSINESS, INC.
|
||
SPRINT ENTERPRISE MOBILITY, LLC
|
||
SPRINT ENTERPRISE NETWORK SERVICES, INC.,
|
||
each as a Guarantor
|
By:
|
/s/ J. Braxton Carter | ||
Name:
|
J. Braxton Carter
|
||
Title:
|
Executive Vice President &
|
||
Chief Financial Officer
|
SPRINT EWIRELESS, INC.
|
||
SPRINT INTERNATIONAL COMMUNICATIONS CORPORATION
|
||
SPRINT INTERNATIONAL HOLDING, INC.
|
||
SPRINT INTERNATIONAL INCORPORATED
|
||
SPRINT INTERNATIONAL NETWORK COMPANY LLC
|
||
SPRINT PCS ASSETS, L.L.C.
|
||
SPRINT SOLUTIONS, INC.
|
||
SPRINT SPECTRUM HOLDING COMPANY, LLC
|
||
SPRINT SPECTRUM REALTY COMPANY, LLC
|
||
SPRINT/UNITED MANAGEMENT COMPANY
|
||
SWV SIX, INC.
|
||
TDI ACQUISITION SUB, LLC
|
||
TRANSWORLD TELECOM II, LLC
|
||
US TELECOM, INC.
|
||
USST OF TEXAS, INC.
|
||
UTELCOM LLC
|
||
VIRGIN MOBILE USA – EVOLUTION, LLC
|
||
VMU GP, LLC
|
||
WBS OF AMERICA, LLC
|
||
WBS OF SACRAMENTO, LLC
|
||
WBSY LICENSING, LLC
|
||
WCOF, LLC
|
||
WIRELESS BROADBAND SERVICES OF AMERICA, L.L.C.
|
||
WIRELINE LEASING CO., INC., each as a Guarantor
|
By:
|
/s/ J. Braxton Carter | ||
Name:
|
J. Braxton Carter
|
||
Title:
|
Executive Vice President &
|
||
Chief Financial Officer
|
SPRINTCOM, INC.
|
|||
SPRINT SPECTRUM L.P., each as a Guarantor
|
|||
|
|||
By:
|
/s/ David A. Miller |
|
Name:
|
David A. Miller
|
|
|
Title:
|
Executive Vice President,
|
|
General Counsel & Secretary
|
Confirmed and accepted as of the date first above written:
|
||
CREDIT SUISSE SECURITIES (USA) LLC
|
||
For itself and on behalf of the
several Initial Purchasers
|
||
|
||
By:
|
/s/ Christopher Murphy
|
|
Name:
|
Christopher Murphy
|
|
Title:
|
Managing Director
|
|
DEUTSCHE BANK SECURITIES INC.
|
||
For itself and on behalf of the
several Initial Purchasers
|
||
|
||
By:
|
/s/ Ritu Ketkar
|
|
Name:
|
Ritu Ketkar
|
|
Title:
|
Managing Director
|
|
By:
|
/s/ John C. McCabe
|
|
Name:
|
John C. McCabe
|
|
Title:
|
Managing Director
|
|
WELLS FARGO SECURITIES, LLC
|
||
For itself and on behalf of the
several Initial Purchasers
|
||
|
||
By:
|
/s/ Carolyn Hurley
|
|
Name:
|
Carolyn Hurley
|
|
Title:
|
Director
|
|
[NAME]
|
|||
|
|||
|
By:
|
||
|
Name:
|
||
|
Title:
|