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
(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
|
Item 1.01. |
Entry into a Material Definitive Agreement.
|
|
• |
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.
|
Item 8.01. |
Other Events.
|
Item 9.01. |
Financial Statements and Exhibits.
|
Exhibit No.
|
Description
|
|
4.1 |
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).
|
|
Nineteenth Supplemental Indenture, dated as of August 13, 2021, by and among T‑Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of
3.400% Senior Secured Note due 2052 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 13, 2021).
|
||
Twenty-First Supplemental Indenture, dated as of December 6, 2021, by and among T‑Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of
2.400% Senior Secured Note due 2029.
|
||
Twenty-Second Supplemental Indenture, dated as of December 6, 2021, by and among T‑Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of
2.700% Senior Secured Note due 2032.
|
||
Twenty-Third Supplemental Indenture, dated as of December 6, 2021, by and among T‑Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.
|
||
Registration Rights Agreement, dated as of December 6, 2021, by and among T‑Mobile USA, Inc., the Initial Guarantors (as defined therein) and Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Goldman
Sachs & Co. LLC, as representatives of the Initial Purchasers (as defined therein).
|
||
Press release entitled “T‑Mobile Announces Proposed Offering of Senior Secured Notes.”
|
||
Press release entitled “T‑Mobile Agrees to Sell $3.0 Billion of Senior Secured Notes.”
|
||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
|
T-MOBILE US, INC.
|
|||
December 6, 2021 |
By:
|
/s/ Peter Osvaldik
|
||
Name:
|
Peter Osvaldik
|
|||
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 Twenty-First 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 Twenty-First 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
|
“Guarantors”
|
Recitals
|
“Indenture”
|
1.01
|
“Issuer”
|
Recitals
|
“Parent”
|
Recitals
|
“Series Issue Date”
|
Recitals
|
“Twenty-First Supplemental Indenture”
|
Recitals
|
T-MOBILE USA, INC.
|
|||
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury & Treasurer
|
T-MOBILE US, INC.
|
|||
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury & Treasurer
|
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury & Treasurer
|
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury & Treasurer
|
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury & Treasurer
|
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Assistant Treasurer
|
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Vice President & Treasurer
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
|
||||
By:
|
/s/ Jeffrey Schoenfeld
|
|||
Name:
|
Jeffrey Schoenfeld
|
|||
Title:
|
Vice President
|
|||
By:
|
/s/ Luke Russell
|
|||
Name:
|
Luke Russell
|
|||
Title:
|
Vice President
|
No.
|
$
|
Dated:
|
T-MOBILE USA, INC.
|
By:
|
||
Name:
|
||
Title:
|
By:
|
Authorized Signatory
|
|
(I) or (we) assign and transfer this Note to:
|
|
and irrevocably appoint | to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. |
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.
|
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 Twenty-Second 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 Twenty-Second 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
|
“Guarantors”
|
Recitals
|
“Indenture”
|
1.01
|
“Issuer”
|
Recitals
|
“Parent”
|
Recitals
|
“Series Issue Date”
|
Recitals
|
“Twenty-Second Supplemental Indenture”
|
Recitals
|
T-MOBILE USA, INC.
|
|||
By:
|
/s/ Johannes Thorsteinsson
|
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury & Treasurer
|
T-MOBILE US, INC.
|
|||
By:
|
/s/ Johannes Thorsteinsson
|
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury & Treasurer
|
|
By: |
/s/ Johannes Thorsteinsson
|
|
|
Name:
|
Johannes Thorsteinsson |
|
Title: | Senior Vice President, Treasury & Treasurer |
|
By: | /s/ Johannes Thorsteinsson |
|
|
Name:
|
Johannes Thorsteinsson |
|
Title: | Senior Vice President, Treasury & Treasurer |
By:
|
/s/ Johannes Thorsteinsson
|
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury & Treasurer
|
By:
|
/s/ Johannes Thorsteinsson
|
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Assistant Treasurer
|
By:
|
/s/ Johannes Thorsteinsson
|
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Vice President & Treasurer
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
|
By:
|
/s/ Jeffrey Schoenfeld
|
||
Name:
|
Jeffrey Schoenfeld
|
||
Title:
|
Vice President
|
||
By:
|
/s/ Luke Russell
|
||
Name:
|
Luke Russell
|
||
Title:
|
Vice President
|
No.
|
$
|
Dated:
|
By:
|
||
Name:
|
||
Title:
|
By:
|
Authorized Signatory
|
|
(I) or (we) assign and transfer this Note to:
|
|
|
and irrevocably appoint | to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. |
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.
|
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
2
|
||
Section 1.01
|
Definitions.
|
2
|
|
Section 1.02
|
Other Definitions.
|
2
|
|
Section 1.03
|
Rules of Construction.
|
2
|
|
ARTICLE II THE ADDITIONAL NOTES
|
3
|
||
Section 2.01
|
Terms of Additional Notes.
|
3
|
|
Section 2.02
|
Agreement to Guarantee.
|
3
|
|
ARTICLE III MISCELLANEOUS
|
4
|
||
Section 3.01
|
Effect of the Twenty-Third Supplemental Indenture.
|
3
|
|
Section 3.02
|
Governing Law.
|
4
|
|
Section 3.03
|
Waiver of Jury Trial.
|
4
|
|
Section 3.04
|
No Adverse Interpretation of Other Agreements.
|
4
|
|
Section 3.05
|
Successors.
|
4
|
|
Section 3.06
|
Severability.
|
4
|
|
Section 3.07
|
Counterparts.
|
5
|
|
Section 3.08
|
Table of Contents, Headings, etc.
|
5
|
|
Section 3.09
|
Beneficiaries of this Twenty-Third Supplemental Indenture.
|
5
|
|
Section 3.10
|
No Personal Liability of Directors, Officers, Employees and Stockholders.
|
5
|
|
Section 3.11
|
The Trustee.
|
5
|
Term
|
Defined in Section
|
“Additional Notes”
|
Recitals
|
“Additional Notes Issue Date”
|
Recitals
|
“Base Indenture”
|
Recitals
|
“Guarantors”
|
Recitals
|
“Indenture”
|
Recitals
|
“Issuer”
|
Recitals
|
“Nineteenth Supplemental Indenture”
|
Recitals
|
“Parent”
|
Recitals
|
“Twenty-Third Supplemental Indenture”
|
Recitals
|
T-MOBILE USA, INC.
|
|||
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury & Treasurer
|
T-MOBILE US, INC.
|
|||
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury & Treasurer
|
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury & Treasurer
|
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury & Treasurer
|
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury & Treasurer
|
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Assistant Treasurer
|
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Vice President & Treasurer
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
|
||||
By:
|
/s/ Jeffrey Schoenfeld
|
|||
Name:
|
Jeffrey Schoenfeld
|
|||
Title:
|
Vice President
|
|||
By:
|
/s/ Luke Russell
|
|||
Name:
|
Luke Russell
|
|||
Title:
|
Vice President
|
(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 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 specified in the notice, email, 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/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury and Treasurer
|
T-MOBILE US, INC.
|
|||
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury and Treasurer
|
ALDA WIRELESS HOLDINGS, LLC
|
|
AMERICAN TELECASTING DEVELOPMENT, LLC
|
|
AMERICAN TELECASTING OF ANCHORAGE, LLC
|
|
AMERICAN TELECASTING OF COLUMBUS, 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 LOUISVILLE, LLC
|
|
AMERICAN TELECASTING OF MEDFORD, 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
|
|
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
|
|
FIXED WIRELESS HOLDINGS, LLC
|
|
FRESNO MMDS ASSOCIATES, LLC
|
|
IBSV LLC
|
|
LAYER3 TV, LLC
|
|
METROPCS CALIFORNIA, LLC
|
|
METROPCS FLORIDA, LLC
|
|
METROPCS GEORGIA, LLC, each as a Guarantor
|
By:
|
/s/ Johannes Thorsteinsson |
Name:
|
Johannes Thorsteinsson
|
|
Title:
|
Senior Vice President, Treasury & Treasurer
|
METROPCS MASSACHUSETTS, LLC | |
METROPCS MICHIGAN, LLC
|
|
METROPCS NEVADA, LLC
|
|
METROPCS NEW YORK, LLC
|
|
METROPCS PENNSYLVANIA, LLC
|
|
METROPCS TEXAS, LLC
|
|
NEXTEL COMMUNICATIONS OF THE MID-ATLANTIC, INC.
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NEXTEL OF NEW YORK, INC.
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NEXTEL RETAIL STORES, LLC
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NEXTEL SOUTH CORP.
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NEXTEL SYSTEMS, LLC
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NEXTEL WEST CORP.
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NSAC, LLC
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PCTV GOLD II, LLC
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PEOPLE’S CHOICE TV OF HOUSTON, LLC
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PRWIRELESS PR, LLC
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PUSHSPRING, LLC
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SIHI NEW ZEALAND HOLDCO, INC.
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SPEEDCHOICE OF DETROIT, LLC
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SPEEDCHOICE OF PHOENIX, LLC
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SPRINT (BAY AREA), LLC
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SPRINT CAPITAL CORPORATION
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SPRINT COMMUNICATIONS COMPANY L.P.
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SPRINT COMMUNICATIONS COMPANY OF NEW HAMPSHIRE, INC.
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SPRINT COMMUNICATIONS COMPANY OF VIRGINIA, INC.
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SPRINT COMMUNICATIONS, INC.
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SPRINT CORPORATION
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SPRINT EWIRELESS, INC.
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SPRINT INTERNATIONAL COMMUNICATIONS CORPORATION
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SPRINT INTERNATIONAL HOLDING, INC.
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SPRINT INTERNATIONAL INCORPORATED
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SPRINT INTERNATIONAL NETWORK COMPANY LLC
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SPRINT PCS ASSETS, L.L.C.
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SPRINT SOLUTIONS, INC.
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SPRINT SPECTRUM REALTY COMPANY, LLC
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SPRINT/UNITED MANAGEMENT COMPANY
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TDI ACQUISITION SUB, LLC, each as a Guarantor
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By:
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/s/ Johannes Thorsteinsson |
Name:
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Johannes Thorsteinsson
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Title:
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Senior Vice President, Treasury & Treasurer
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T-MOBILE INNOVATIONS LLC
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T-MOBILE LICENSE LLC
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T-MOBILE NORTHEAST LLC
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T-MOBILE PUERTO RICO HOLDINGS LLC
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T-MOBILE PUERTO RICO LLC
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T-MOBILE RESOURCES LLC
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T-MOBILE SOUTH LLC
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T-MOBILE WEST LLC
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TMUS INTERNATIONAL LLC
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TRANSWORLD TELECOM II, LLC
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TVN VENTURES LLC
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USST OF TEXAS, INC.
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UTELCOM LLC
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VMU GP, LLC
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WBS OF AMERICA, LLC
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WBS OF SACRAMENTO, LLC
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WBSY LICENSING, LLC
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WCOF, LLC
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WIRELINE LEASING CO., INC., each as a Guarantor
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By:
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/s/ Johannes Thorsteinsson |
Name:
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Johannes Thorsteinsson
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Title:
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Senior Vice President, Treasury & Treasurer
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SPRINTCOM, INC.
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SPRINT SPECTRUM LLC
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T-MOBILE FINANCIAL LLC
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T-MOBILE LEASING LLC, each as a Guarantor
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By:
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/s/ Johannes Thorsteinsson |
Name:
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Johannes Thorsteinsson
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Title:
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Assistant Treasurer
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T-MOBILE CENTRAL LLC, as a Guarantor
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By:
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/s/ Johannes Thorsteinsson |
Name:
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Johannes Thorsteinsson
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Title:
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Vice President & Treasurer
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By:
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/s/ James Gutow
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Name: James Gutow
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Title: Managing Director
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By
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/s/ Christopher Murphy
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Name: Christopher Murphy
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Title: Managing Director
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By:
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/s/ Sam Chaffin
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Name: Sam Chaffin
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Title: Vice President
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[NAME]
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By:
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Name:
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Title:
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