Delaware Delaware | | | 4812 | | | 20-0836269 91-1983600 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Large accelerated filer | | | ☑ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ |
| | | | Emerging growth company | | | ☐ |
Exact name of registrant as specified in its charter(1) | | | State or other jurisdiction of incorporation or organization | | | I.R.S. Employer Identification Number |
American Telecasting of Green Bay, LLC | | | Delaware | | | 84-1266405 |
American Telecasting of Redding, LLC | | | Delaware | | | 84-1295911 |
American Telecasting of Seattle, LLC | | | Delaware | | | 54-1540851 |
American Telecasting of Yuba City, LLC | | | Delaware | | | 84-1295906 |
APC Realty and Equipment Company, LLC | | | Delaware | | | 52-2013278 |
Assurance Wireless of South Carolina, LLC | | | Delaware | | | Not applicable |
Assurance Wireless USA, L.P. | | | Delaware | | | 94-3410099 |
ATI Sub, LLC | | | Delaware | | | 26-2670017 |
Broadcast Cable, LLC | | | Delaware | | | 35-1751776 |
Clear Wireless LLC | | | Nevada | | | 26-3821888 |
Clearwire Communications LLC | | | Delaware | | | 26-3783012 |
Clearwire Hawaii Partners Spectrum, LLC | | | Nevada | | | Not applicable |
Clearwire IP Holdings LLC | | | New York | | | Not applicable |
Clearwire Legacy LLC | | | Delaware | | | 26-3791581 |
Clearwire Spectrum Holdings II LLC | | | Nevada | | | Not applicable |
Clearwire Spectrum Holdings III LLC | | | Nevada | | | Not applicable |
Clearwire Spectrum Holdings LLC | | | Nevada | | | Not applicable |
Clearwire XOHM LLC | | | Delaware | | | 26-3791783 |
Fixed Wireless Holdings, LLC | | | Delaware | | | 75-3120884 |
IBSV LLC | | | Delaware | | | 91-2116910 |
MetroPCS California, LLC | | | Delaware | | | 68-0618381 |
MetroPCS Florida, LLC | | | Delaware | | | 68-0618383 |
MetroPCS Georgia, LLC | | | Delaware | | | 68-0618386 |
MetroPCS Massachusetts, LLC | | | Delaware | | | 20-8303630 |
MetroPCS Michigan, LLC | | | Delaware | | | 20-2509038 |
MetroPCS Nevada, LLC | | | Delaware | | | 20-8303430 |
MetroPCS New York, LLC | | | Delaware | | | 20-8303519 |
MetroPCS Pennsylvania, LLC | | | Delaware | | | 20-8303570 |
MetroPCS Texas, LLC | | | Delaware | | | 20-2508993 |
Nextel Retail Stores, LLC | | | Delaware | | | 54-2021574 |
Nextel South Corp. | | | Georgia | | | 58-2038468 |
Nextel Systems, LLC | | | Delaware | | | 54-1878330 |
Nextel West Corp. | | | Delaware | | | 84-1116272 |
NSAC, LLC | | | Delaware | | | 54-1879079 |
PCTV Gold II, LLC | | | Delaware | | | 06-1419676 |
People’s Choice TV of Houston, LLC | | | Delaware | | | 74-2629878 |
PRWireless PR, LLC | | | Delaware | | | 20-5942061 |
PushSpring, LLC | | | Delaware | | | 46-2545203 |
SIHI New Zealand Holdco, Inc. | | | Kansas | | | 73-1651896 |
Sprint Capital Corporation | | | Delaware | | | 48-1132866 |
Sprint Communications Company L.P. | | | Delaware | | | 43-1408007 |
Sprint Communications Company of New Hampshire, Inc. | | | New Hampshire | | | 43-1532102 |
Sprint Communications Company of Virginia, Inc. | | | Virginia | | | 75-2019023 |
Sprint Communications LLC | | | Kansas | | | 48-0457967 |
Sprint International Communications Corporation | | | Delaware | | | 04-2509782 |
Sprint International Holding, Inc. | | | Kansas | | | 74-2808272 |
Sprint International Incorporated | | | Delaware | | | 13-3020365 |
Exact name of registrant as specified in its charter(1) | | | State or other jurisdiction of incorporation or organization | | | I.R.S. Employer Identification Number |
Sprint International Network Company LLC | | | Delaware | | | Not applicable |
Sprint LLC | | | Delaware | | | 46-1170005 |
Sprint PCS Assets, L.L.C. | | | Delaware | | | 33-0783958 |
Sprint Solutions, Inc. | | | Delaware | | | 47-0882463 |
Sprint Spectrum LLC | | | Delaware | | | 48-1165245 |
Sprint Spectrum Realty Company, LLC | | | Delaware | | | 43-1746021 |
Sprint/United Management Company | | | Kansas | | | 48-1077227 |
SprintCom LLC | | | Kansas | | | 48-1187511 |
T-Mobile Central LLC | | | Delaware | | | 91-1973799 |
T-Mobile Financial LLC | | | Delaware | | | 47-1324347 |
T-Mobile Innovations LLC | | | Delaware | | | Not applicable |
T-Mobile Leasing LLC | | | Delaware | | | 47-5079638 |
T-Mobile License LLC | | | Delaware | | | 91-1917328 |
T-Mobile Northeast LLC | | | Delaware | | | 52-2069434 |
T-Mobile Puerto Rico Holdings LLC | | | Delaware | | | 20-2209577 |
T-Mobile Puerto Rico LLC | | | Delaware | | | 66-0649631 |
T-Mobile Resources LLC | | | Delaware | | | 91-1909782 |
T-Mobile South LLC | | | Delaware | | | 20-3945483 |
T-Mobile West LLC | | | Delaware | | | 36-4027581 |
TDI Acquisition Sub, LLC | | | Delaware | | | 26-2671363 |
TMUS International LLC | | | Delaware | | | 91-2116909 |
Transworld Telecom II, LLC | | | Delaware | | | 26-2670333 |
TVN Ventures LLC | | | Delaware | | | Not applicable |
USST of Texas, Inc. | | | Texas | | | 43-1499027 |
Utelcom LLC | | | Kansas | | | 48-0940607 |
VMU GP, LLC | | | Delaware | | | Not applicable |
WBS of America, LLC | | | Delaware | | | 26-2671254 |
WBSY Licensing, LLC | | | Delaware | | | 36-4046585 |
Wireline Leasing Co., Inc. | | | Delaware | | | 26-3945313 |
(1) | The address of each registrant is 12920 SE 38th Street, Bellevue, Washington 98006, and the telephone number is (425) 378-4000. |
• | adverse impact caused by the COVID-19 pandemic (the “Pandemic”); |
• | competition, industry consolidation and changes in the market for wireless services; |
• | disruption, data loss or other security breaches, such as the criminal cyberattack we became aware of in August 2021; |
• | our inability to take advantage of technological developments on a timely basis; |
• | our inability to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture; |
• | system failures and business disruptions, allowing for unauthorized use of or interference with our network and other systems; |
• | the scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use; |
• | the impacts of the actions we have taken and conditions we have agreed to in connection with the regulatory proceedings and approvals of the Transactions (as defined below), including the acquisition by DISH Network Corporation (“DISH”) of the prepaid wireless business operated under the Boost Mobile and Sprint prepaid brands (excluding the Assurance brand Lifeline customers and the prepaid wireless customers of Shenandoah Personal Communications Company LLC and Swiftel Communications, Inc.), including customer accounts, inventory, contracts, intellectual property and certain other specified assets, and the assumption of certain related liabilities (collectively, the “Prepaid Transaction”), the complaint and proposed final judgment agreed to by us, Deutsche Telekom AG (“Deutsche Telekom” or “DT”), Sprint, SoftBank Group Corp. (“SoftBank”) and DISH with the U.S. District Court for the District of Columbia, which was approved by the Court on April 1, 2020, the proposed commitments filed with the Secretary of the Federal Communications Commission (“FCC”), which we announced on May 20, 2019, certain national security commitments and undertakings, and any other commitments or undertakings entered into, including but not limited to, those we have made to certain states and nongovernmental organizations (collectively, the “Government Commitments”), and the challenges in satisfying the Government Commitments in the required time frames and the significant cumulative costs incurred in tracking and monitoring compliance; |
• | adverse economic, political or market conditions in the U.S. and international markets, including those caused by the Pandemic; |
• | our inability to manage the ongoing commercial and transition services arrangements entered into in connection with the Prepaid Transaction, and known or unknown liabilities arising in connection therewith; |
• | the effects of any future acquisition, investment, or merger involving us; |
• | any disruption or failure of our third parties (including key suppliers) to provide products or services for the operation of our business; |
• | our substantial level of indebtedness and our inability to service our debt obligations in accordance with their terms or to comply with the restrictive covenants contained therein; |
• | changes in the credit market conditions, credit rating downgrades or an inability to access debt markets; |
• | restrictive covenants including the agreements governing our indebtedness and other financings; |
• | the risk of future material weaknesses we may identify while we continue to work to integrate and align policies, principles and practices of the two companies following the Merger (as defined below), or any other failure by us to maintain effective internal controls, and the resulting significant costs and reputational damage; |
• | any changes in regulations or in the regulatory framework under which we operate; |
• | laws and regulations relating to the handling of privacy and data protection; |
• | unfavorable outcomes of existing or future legal proceedings, including these proceedings and inquiries relating to the criminal cyberattack we became aware of in August 2021; |
• | the possibility that we may be unable to adequately protect our intellectual property rights or be accused of infringing the intellectual property rights of others; |
• | our offering of regulated financial services products and exposure to a wide variety of state and federal regulations; |
• | new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations; |
• | our exclusive forum provision as provided in our Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”); |
• | interests of our significant stockholders that may differ from the interests of other stockholders; |
• | future sales of our common stock by DT and SoftBank and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the FCC; |
• | failure to realize the expected benefits and synergies of the merger (the “Merger”) with Sprint, pursuant to the Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) in the expected time frames or in the amounts anticipated; |
• | any delay and costs of, or difficulties in, integrating our business and Sprint’s business and operations, and unexpected additional operating costs, customer loss and business disruptions, including challenges in maintaining relationships with employees, customers, suppliers or vendors; and |
• | unanticipated difficulties, disruption, or significant delays in our long-term strategy to migrate Sprint’s legacy customers onto T-Mobile’s existing billing platforms. |
(1) | See “Description of Other Indebtedness and Certain Financing Transactions.” |
(2) | Certain subsidiaries of the Issuer do not provide guarantees of the Original Notes, the Outstanding T-Mobile Secured Notes and the other Existing T-Mobile Unsecured Notes (as defined under “Description of Other Indebtedness and Certain Financing Transactions—Existing T-Mobile Unsecured Notes”) and will not provide guarantees of the Exchange Notes (such as certain designated purpose entities, a reinsurance subsidiary and immaterial subsidiaries). See “Description of Notes—Brief Description of the Notes and the Note Guarantees—The Note Guarantees.” |
• | introduction of new products and services by us or our competitors or changes in service plans or pricing by us or our competitors; |
• | customers’ acceptance of our service offerings; |
• | our ability to control our costs and maintain our current cost structure; and |
• | our ability to continue to grow our customer base and maintain projected levels of churn. |
• | limiting our ability to borrow money or sell stock to fund working capital, capital expenditures, debt service requirements, acquisitions, technological initiatives and other general corporate purposes; |
• | making it more difficult for us to make payments on indebtedness and satisfy obligations under the Notes; |
• | increasing our vulnerability to general economic downturns, including as a result of pandemics and other macroeconomic conditions, and industry conditions and limiting our ability to withstand competitive pressure; |
• | limiting our flexibility in planning for, or reacting to, changes in our business or the communications industry or pursuing growth opportunities; |
• | limiting our ability to increase our capital expenditures to roll out new services or to upgrade our networks to new technologies, such as LTE and 5G; |
• | limiting our ability to purchase additional spectrum, expand existing service areas or develop new metropolitan areas in the future; |
• | reducing the amount of cash available for working capital needs, capital expenditures for existing and new markets and other corporate purposes by requiring us to dedicate a substantial portion of cash flow from operations to the payment of principal of, and interest on, indebtedness; and |
• | placing us at a competitive disadvantage to competitors who are less leveraged than we are. |
• | incur additional indebtedness and issue preferred stock; |
• | pay dividends, redeem capital stock or make other restricted payments or investments (although we are able to make significant restricted payments under the Credit Agreement and the indentures governing the Existing T-Mobile Unsecured Notes); |
• | sell or buy assets, properties or licenses including by participating in future FCC auctions of spectrum or private sales of spectrum; |
• | develop assets, properties or licenses that we have or in the future may procure; |
• | enter into transactions with affiliates; and |
• | place restrictions on the ability of subsidiaries to pay dividends or make other payments. |
• | create liens or other encumbrances in respect of indebtedness for borrowed money; and |
• | engage in mergers, business combinations or other transactions. |
• | only in the case of a Subsidiary Guarantor, at such time as such Subsidiary Guarantor (i) is not, (ii) is released or relieved as, or (iii) ceases (or substantially concurrently will cease) to be, a borrower or guarantor under the Credit Agreement and under the Existing T-Mobile Secured Notes (as defined under “Description of Notes—Certain Definitions”), except by or as a result of payment under such guarantee or direct obligation; |
• | only in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition is not prohibited by the “Asset Sale” provisions of the Indenture; |
• | only in the case of a Subsidiary Guarantor, if for any reason such Subsidiary Guarantor ceases to be a wholly-owned subsidiary of the Issuer; provided, that any Subsidiary Guarantor that ceases to constitute a Subsidiary Guarantor or becomes an Excluded Subsidiary solely by virtue of no longer being a wholly-owned subsidiary (a “Partially Disposed Subsidiary”) shall only be released from its Note Guarantee (as defined under “Description of Notes—Certain Definitions”) to the extent that the other person taking an equity interest in such Partially Disposed Subsidiary is not an affiliate of the Issuer that is controlled by Parent, Deutsche Telekom or any of their respective subsidiaries or an employee of any of the foregoing; |
• | upon the legal defeasance, covenant defeasance, or satisfaction and discharge of the indentures governing the Notes as provided under “Description of Notes—Legal Defeasance and Covenant Defeasance” and “Description of Notes—Satisfaction and Discharge”; |
• | upon the liquidation or dissolution of any Subsidiary Guarantor, provided that no event of default under the indentures governing the Notes has occurred that is continuing; |
• | upon the merger or consolidation of any guarantor with and into the Issuer or another guarantor that is the surviving person in such merger or consolidation; |
• | in the case of a Subsidiary Guarantor, at the time of an Investment Grade Event Election (as defined under “Description of Notes—Certain Definitions”); or |
• | if the Issuer designates any restricted subsidiary that is a guarantor to be an unrestricted subsidiary in accordance with the applicable provisions of the indentures governing the Notes. |
• | incurred this debt with the intent of hindering, delaying or defrauding current or future creditors; or |
• | received less than reasonably equivalent value or fair consideration for incurring this debt, and the guarantor; |
• | was insolvent or was rendered insolvent by reason of the related financing transactions (including the issuance of the Guarantees); |
• | was engaged in, or about to engage in, a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business as currently engaged in or contemplated; or |
• | intended to incur, or believed that it would incur, debts beyond its ability to pay these debts as they mature, as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes; |
• | it could not pay its debts or contingent liabilities as they become due; |
• | the sum of its debts, including contingent liabilities, is greater than its assets, at a fair valuation; or |
• | the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and mature. |
• | use our commercially reasonable efforts to file a registration statement (which we refer to as an exchange offer registration statement) with the SEC with respect to a registered exchange offer (which we refer to as a registered exchange offer) to exchange the Original Notes for new notes of the company, guaranteed by the guarantors and having terms identical in all material respects to the Original Notes (except that the new notes will not contain terms with respect to transfer restrictions or additional interest (as defined below)); and |
• | use our commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act and to consummate the exchange offer not later than 60 days after such effective date. |
• | cannot rely on such interpretations of the SEC staff set forth in the no-action letters described above; and |
• | must comply with the registration and prospectus delivery requirements of the Securities Act in order to resell Exchange Notes, and be identified as an underwriter in the prospectus. |
• | any changes in applicable law or interpretations of the staff of the SEC do not permit us and the guarantors to effect such a registered exchange offer; or |
• | after the filing of the exchange offer registration statement with the SEC, we receive a written request within 20 business days after the consummation of the exchange offer from any noteholder that is prohibited by law or SEC policy from participating in the registered exchange offer, any noteholder who participates in the registered exchange offer but does not receive Exchange Notes that may be sold without Securities Act restrictions on transfer (other than restrictions resulting solely by reason of the status of such noteholder as our affiliate or an affiliate of any guarantor) (subject, in each case, to certain exceptions), or any initial purchasers with respect to the Original Notes that have, or that are reasonably likely to be determined to have, the status of unsold allotments in the original distribution of the Original Notes, |
• | will remain outstanding; |
• | will continue to accrue interest; and |
• | will be entitled to the rights and benefits that holders have under the indenture relating to such notes and, under limited circumstances, the registration rights agreement. |
• | to extend the exchange offer; |
• | to delay accepting for exchange any Original Notes; or |
• | to terminate the exchange offer. |
• | any injunction, order or decree has been issued by any court or any governmental agency that would prohibit, prevent or otherwise materially impair our ability to proceed with the exchange offer; or |
• | the exchange offer violates any applicable law or any applicable interpretation of the staff of the SEC. |
• | the representations described under “—Procedures for Tendering” and “Plan of Distribution;” and |
• | such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registering the Exchange Notes under the Securities Act. |
• | complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal; |
• | have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; |
• | mail or deliver the letter of transmittal or facsimile to the exchange agent prior to the expiration time; and |
• | deliver the Original Notes to the exchange agent prior to the expiration time. |
• | make appropriate arrangements to register ownership of the Original Notes in your name, or |
• | obtain a properly completed bond power from the registered holder of your Original Notes. |
• | by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or |
• | for the account of an eligible institution. |
• | DTC has received an express acknowledgment from a participant in DTC’s automated tender offer program that is tendering Original Notes that are the subject of such book-entry confirmation; |
• | the participant has received and agrees to be bound by the terms of the letter of transmittal; and |
• | we may enforce the agreement against such participant. |
• | Original Notes or a timely book-entry confirmation of transfer of such Original Notes into the exchange agent’s account at DTC; and |
• | a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message. |
• | you hold all right, title and interest in and to the Original Notes; |
• | you transfer all right, title and interest in the Original Notes to us in exchange for the Exchange Notes free and clear of all liens, encumbrances, or rights or interests of third parties; |
• | any Exchange Notes to be received by you will be acquired in the ordinary course of your business; |
• | you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; |
• | you are not an “affiliate” (as defined in Rule 405 under the Securities Act) of us or any guarantor, or if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; |
• | you are not engaged in, and do not intend to engage in, a distribution of the Exchange Notes; and |
• | if you are a Participating Broker-Dealer that will receive Exchange Notes for your own account in exchange for Original Notes acquired as a result of market-making or other trading activities, you will deliver a prospectus meeting the requirements of the Securities Act (or, to the extent permitted by law, make available a prospectus meeting the requirements of the Securities Act to purchasers) in connection with any resale of such Exchange Notes. |
• | the exchange agent must receive a written notice of withdrawal at one of the addresses listed above under “Prospectus Summary—The Exchange Agent;” and |
• | the withdrawing holder must comply with the appropriate procedures of DTC’s automated tender offer program. |
• | specify the name of the person who tendered the Original Notes to be withdrawn; |
• | identify the Original Notes to be withdrawn, including the registration number or numbers and the principal amount of such Original Notes; |
• | be signed by the person who tendered the Original Notes in the same manner as the original signature on the letter of transmittal used to deposit those Original Notes or be accompanied by documents of transfer sufficient to permit the Trustee to register the transfer in the name of the person withdrawing the tender; and |
• | specify the name in which such Original Notes are to be registered, if different from that of the person who tendered the Original Notes. |
• | SEC registration fees for the Exchange Notes; |
• | fees and expenses of the exchange agent and the Trustee; |
• | accounting and legal fees; |
• | printing costs; and |
• | related fees and expenses. |
• | certificates representing Exchange Notes or Original Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Original Notes tendered; |
• | tendered Original Notes are registered in the name of any person other than the person signing the letter of transmittal; or |
• | a transfer tax is imposed for any reason other than the exchange of Original Notes for Exchange Notes in the exchange offer. |
• | general unsecured, unsubordinated obligations of the Issuer; |
• | senior in right of payment to any future Indebtedness of the Issuer to the extent that such future Indebtedness provides by its terms that it is subordinated in right of payment to the Notes; |
• | equal in right of payment with any of the Issuer’s existing and future Indebtedness and other liabilities that are not by their terms subordinated in right of payment to the Notes, including, without limitation, the obligations under the Outstanding T-Mobile Secured Notes, the other Existing T-Mobile Unsecured Notes, the Existing Sprint Unsecured Notes, the Credit Agreement and the Tower Obligations; |
• | effectively subordinated to all existing and future secured indebtedness of the Issuer, including, without limitation, obligations under the Outstanding T-Mobile Secured Notes and the Credit Agreement, in each case to the extent of the value of the Issuer’s assets securing such indebtedness; |
• | structurally subordinated to all of the liabilities and other obligations of the Issuer’s subsidiaries that are not obligors with respect to the Notes, including the Existing Sprint Spectrum-Backed Notes, factoring arrangements and tower obligations; and |
• | unconditionally guaranteed on a senior unsecured basis by Parent and the Subsidiary Guarantors. |
• | a general unsecured, unsubordinated obligation of such Guarantor; |
• | senior in right of payment to any future Indebtedness of that Guarantor to the extent that such future Indebtedness provides by its terms that it is subordinated in right of payment to such Guarantor’s Note Guarantee; |
• | equal in right of payment with any of the Guarantor’s existing and future Indebtedness and other liabilities that are not by their terms subordinated in right of payment to the Notes, including, without limitation, obligations under the Outstanding T-Mobile Secured Notes, the other Existing T-Mobile Unsecured Notes, the Existing Sprint Unsecured Notes and the Credit Agreement; |
• | effectively subordinated to any Subsidiary Guarantor’s existing and future secured Indebtedness, including, without limitation, obligations under the Outstanding T-Mobile Secured Notes and the Credit Agreement, in each case to the extent of the value of the assets of such Subsidiary Guarantor securing such Indebtedness; and |
• | structurally subordinated to all of the Indebtedness and other obligations of any Subsidiaries of such Guarantor that are not obligors with respect to the Notes. |
(1) | immediately after giving effect to that transaction, no Default or Event of Default exists in respect of the Notes of such series; and |
(2) | either: |
(a) | subject to the following paragraph and if it is not already a Guarantor of the Notes of such series, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Note Guarantee of the Notes of such series pursuant to a supplemental indenture; or |
(b) | such sale or other disposition complies with the “Asset Sale” provisions of the Indenture (it being understood that only such portion of the Net Proceeds as is or is required to be applied on or before the date of such release in accordance with the terms of the Indenture needs to be so applied). |
(1) | only in the case of a Subsidiary Guarantor, at such time as such Subsidiary Guarantor (i) is not, (ii) is released or relieved as, or (iii) ceases (or substantially concurrently will cease) to be, a borrower or guarantor under the Credit Agreement and under the Existing T-Mobile Secured Notes, except by or as a result of payment under such guarantee or direct obligation; |
(2) | only in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition is not prohibited by the “Asset Sale” provisions of the Indenture; |
(3) | only in the case of a Subsidiary Guarantor, if for any reason such Subsidiary Guarantor ceases to be a Wholly-Owned Subsidiary of the Issuer; provided, that any Subsidiary Guarantor that ceases to constitute a Subsidiary Guarantor or becomes an Excluded Subsidiary solely by virtue of no longer being a Wholly-Owned Subsidiary (a “Partially Disposed Subsidiary”) shall only be released from its Note Guarantee to the extent that the other person taking an equity interest in such Partially Disposed Subsidiary is not an affiliate of the Issuer that is controlled by Parent, DT or any of their respective subsidiaries or an employee of any of the foregoing; |
(4) | upon the legal defeasance, covenant defeasance, or satisfaction and discharge of the Indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”; |
(5) | upon the liquidation or dissolution of any Subsidiary Guarantor, provided that no Event of Default has occurred that is continuing; |
(6) | upon the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation; |
(7) | in the case of a Subsidiary Guarantor, at the time of an Investment Grade Event Election; or |
(8) | if the Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture. |
• | at least 50% of the aggregate principal amount of the 2026 Notes issued under the applicable Indenture (excluding 2026 Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and |
• | the redemption occurs within 180 days of the date of the closing of such sale of Equity Interests by the Issuer or the date of contribution to the Issuer’s common equity capital made with an amount equal to the net cash proceeds of one or more sales of Equity Interests of Parent. |
Year | | | Percentage |
2023 | | | 101.125% |
2024 | | | 100.563% |
2025 and thereafter | | | 100.000% |
• | at least 50% of the aggregate principal amount of the 2029 Notes issued under the applicable Indenture (excluding 2029 Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and |
• | the redemption occurs within 180 days of the date of the closing of such sale of Equity Interests by the Issuer or the date of contribution to the Issuer’s common equity capital made with an amount equal to the net cash proceeds of one or more sales of Equity Interests of Parent. |
Year | | | Percentage |
2024 | | | 101.688% |
2025 | | | 100.844% |
2026 and thereafter | | | 100.000% |
• | at least 50% of the aggregate principal amount of the 2031 Notes issued under the applicable Indenture (excluding 2031 Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and |
• | the redemption occurs within 180 days of the date of the closing of such sale of Equity Interests by the Issuer or the date of contribution to the Issuer’s common equity capital made with an amount equal to the net cash proceeds of one or more sales of Equity Interests of Parent. |
Year | | | Percentage |
2026 | | | 101.750% |
2027 | | | 101.167% |
2028 | | | 100.583% |
2029 and thereafter | | | 100.000% |
(1) | accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; |
(2) | deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and |
(3) | deliver or cause to be delivered to the paying agent the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. |
(1) | the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and |
(2) | at least 75% of the consideration received by the Issuer or such Restricted Subsidiary in the Asset Sale and all other Asset Sales since the Closing Date is in the form of cash, Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this provision, each of the following will be deemed to be cash: |
(a) | any liabilities, as shown on the Issuer’s most recent consolidated balance sheet (or as would be shown on the Issuer’s consolidated balance sheet as of the date of such Asset Sale), of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantees) that are assumed by the transferee of any such assets pursuant to a novation agreement that releases the Issuer or such Restricted Subsidiary from further liability; |
(b) | any securities, notes or other obligations received by the Issuer, or any such Restricted Subsidiary, from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash, Cash Equivalents or Replacement Assets within 90 days after such Asset Sale, to the extent of the cash, Cash Equivalents or Replacement Assets received in that conversion; |
(c) | consideration consisting of Indebtedness of the Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Series Issue Date from Persons who are not the Issuer or any Restricted Subsidiary; and |
(d) | any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this clause (d) that is at any time outstanding, not to exceed 5% of the Issuer’s Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). |
(1) | to purchase Replacement Assets; |
(2) | to prepay, repay, defease, redeem, purchase or otherwise retire Indebtedness and other Obligations under a Credit Facility or Indebtedness secured by property that is subject to such Asset Sale and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; |
(3) | to prepay, repay, defease, redeem, purchase or otherwise retire Obligations under Indebtedness that is not Subordinated Indebtedness other than the Indebtedness described in clause (2) above (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); provided that the Issuer shall equally and ratably prepay, repay, defease, redeem, purchase or |
(4) | if the assets subject to such Asset Sale are the property or assets of a Restricted Subsidiary that is not a Guarantor, to prepay, repay, defease, redeem, purchase or otherwise retire Indebtedness of such Restricted Subsidiary or Indebtedness of any other Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or any Restricted Subsidiary. |
(1) | the Notes of such series are rated Investment Grade by two out of the three Rating Agencies; and |
(2) | no Default or Event of Default shall have occurred and be continuing with respect to the Notes of such series (other than with respect to the covenants specifically listed under the following captions), |
(1) | “—Repurchase at the Option of Holders—Asset Sales”; |
(2) | “—Restricted Payments”; |
(3) | “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; |
(4) | “—Dividend and Other Payment Restrictions Affecting Subsidiaries”; |
(5) | “—Transactions with Affiliates”; |
(6) | “—Designation of Restricted and Unrestricted Subsidiaries”; and |
(7) | clauses (3) (to the extent that a Default or Event of Default exists by reason of one or more of the covenants specifically listed in this paragraph) and (4) of the covenant described below under the caption “—Merger, Consolidation or Sale of Assets.” |
(1) | declare or pay (without duplication) any dividend, or make any other payment or distribution, on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (including any payment in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuer and other than dividends or distributions payable to the Issuer or a Restricted Subsidiary of the Issuer); |
(2) | purchase, redeem or otherwise acquire or retire for value (including in connection with any merger or consolidation involving the Issuer) any Equity Interests of the Issuer or any direct or indirect parent of the Issuer; |
(3) | make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness (excluding any intercompany Indebtedness between or among the Issuer and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or |
(4) | make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred as “Restricted Payments”), |
(a) | no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; |
(b) | the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and |
(c) | such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries since the Closing Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (11), (12), (13), (14), (15), (16) and (17) of the next succeeding paragraph), is less than the sum, without duplication, of: |
(i) | 100% of the Issuer’s Consolidated Cash Flow for the period (taken as one accounting period) from and after the Closing Date to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, less the product of 1.4 times the Issuer’s Consolidated Interest Expense for the same period; plus |
(ii) | 100% of the aggregate net cash proceeds, and the Fair Market Value of any property other than cash, in each case received by the Issuer after the Closing Date as a contribution to its common equity capital (other than any such contribution resulting, or deemed to result, from the Merger) or from the issue or sale of Equity Interests of the Issuer (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Issuer); plus |
(iii) | to the extent that any Restricted Investment that was made after the Closing Date, or, that any Restricted Investment that was made by MetroPCS Wireless, Inc. or any of its Restricted Subsidiaries after November 3, 2006 and prior to the Closing Date (provided that, and solely to |
(iv) | to the extent that any Unrestricted Subsidiary of the Issuer designated as such after the Closing Date is redesignated as a Restricted Subsidiary after the Closing Date, the Fair Market Value of the Issuer’s Investment in such Subsidiary as of the date of such redesignation; other than to the extent such Investment constituted a Permitted Investment; plus |
(v) | 100% of any cash dividends or cash distributions, and the Fair Market Value of any property other than cash, in each case actually received directly or indirectly by the Issuer or a Restricted Subsidiary of the Issuer that is a Guarantor after the Closing Date from an Unrestricted Subsidiary of the Issuer, in each case, to the extent that such dividends, cash distributions or other property were not otherwise included in the Consolidated Net Income of the Issuer for such period and other than to the extent such Investment constituted a Permitted Investment; minus |
(vi) | the aggregate amount of any Net Equity Proceeds taken into account for purposes of incurring Indebtedness pursuant to clause (14) the definition of “Permitted Debt” set forth below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” after the Closing Date; plus |
(vii) | the amount that would be calculated immediately prior to the consummation of the Merger on the Closing Date pursuant to clause (3) of the second paragraph of Section 4.07(a) of the September 2010 Senior Notes Indenture, as in effect immediately prior to the effectiveness of the December 2012 Sixth Supplemental Indenture (provided that any calculation of cumulative Consolidated Cash Flow and Consolidated Interest Expense in subclause (A) of such clause (3) shall include (x) the Issuer’s last fiscal quarter ending prior to the Closing Date, and (y) the period from the beginning of the Issuer’s fiscal quarter during which the Closing Date occurs to the Closing Date, in each case, if internal financial statements are available for such period at the time of calculation, even if they are not available immediately prior to the consummation of the Merger on the Closing Date). |
(1) | the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the Indenture; |
(2) | the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Issuer; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (c)(ii) above; provided, further, that any Net Equity Proceeds (x) used for making a Restricted Investment pursuant to clause (10) of this paragraph or (y) taken into account for purposes of incurring Indebtedness pursuant to clause (14) of the definition of “Permitted Debt” set forth below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” may not also be used to make a Restricted Payment pursuant to this clause (2); |
(3) | the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuer or any Subsidiary Guarantor with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; |
(4) | the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Issuer to the holders of its Equity Interests on a pro rata basis; |
(5) | the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent, the Issuer, any Restricted Subsidiary of the Issuer or any direct or indirect parent of the Issuer held by any current or former officer, director, employee or consultant of Parent, the Issuer or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed an amount equal to $50.0 million in any fiscal year; provided, further, that such amount in any fiscal year may be increased by an amount equal to (a) the net cash proceeds contributed to the Issuer from the sale of Equity Interests of Parent to current or former members of management, directors, consultants or employees that occurs after the Closing Date plus (b) the net cash proceeds of key man life insurance policies received by Parent or its Restricted Subsidiaries after the Closing Date; provided, further, that such amount in any fiscal year shall be reduced by the amount of Indebtedness incurred in such fiscal year pursuant to clause (21) of the second paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; |
(6) | the repurchase, redemption or other acquisition or retirement of Equity Interests deemed to occur upon the exercise or exchange of stock options, warrants or other similar rights to the extent such Equity Interests represent a portion of the exercise or exchange price of those stock options, warrants or other similar rights, and the repurchase, redemption or other acquisition or retirement of Equity Interests made in lieu of withholding taxes resulting from the vesting, exercise or exchange of stock options, warrants or other similar rights; |
(7) | the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer issued on or after the Closing Date in accordance with the Debt to Cash Flow Ratio test described below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; |
(8) | Permitted Payments to Parent; |
(9) | the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent to the extent necessary to comply with law or to prevent the loss or secure the renewal or reinstatement of any FCC License held by the Issuer or any of its Subsidiaries; |
(10) | Restricted Investments in an amount equal to 100% of the aggregate amount of any Net Equity Proceeds, less the aggregate amount of any Net Equity Proceeds (x) used for making a Restricted Payment pursuant to clause (2) of this paragraph or (y) taken into account for purpose of incurring Indebtedness pursuant to clause (14) of the definition of “Permitted Debt” set forth below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; |
(11) | payments made to DT or its Subsidiaries from the proceeds of the Towers Transaction; |
(12) | the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “—Repurchase at the Option of Holders—Change of Control Triggering Event” and “—Repurchase at the Option of Holders—Asset Sales”; provided that all Notes tendered by the holders of the Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or otherwise acquired for value; |
(13) | Restricted Payments in connection with the Cash Payment, as defined in the Business Combination Agreement; |
(14) | the making of cash payments in connection with any conversion of Convertible Debt in an aggregate amount since the Closing Date not to exceed the sum of (a) the principal amount of such Convertible Debt plus (b) any payments received by the Issuer or any of its Restricted Subsidiaries pursuant to the exercise, settlement or termination of any related Permitted Bond Hedge Transactions; |
(15) | the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than any Unrestricted Subsidiary whose principal assets consist of cash and Cash Equivalents to the extent such cash and Cash Equivalents were invested in a Permitted Investment); |
(16) | other Restricted Payments in an aggregate amount since the Closing Date not to exceed the greater of (x) $1,600.0 million or (y) 6.0% of the Consolidated Cash Flow of the Issuer; and |
(17) | any Restricted Payment; provided that the Debt to Cash Flow Ratio calculated on a pro forma basis in the manner described in the definition of “Debt to Cash Flow Ratio” after giving effect to such Restricted Payment would be equal to or less than 3.00 to 1.00; |
(1) | the incurrence by the Issuer and any Subsidiary Guarantor of additional Specified Indebtedness under Credit Facilities, provided that giving effect to such incurrence, the aggregate principal amount (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and its Restricted Subsidiaries thereunder) of all Specified Indebtedness under Credit Facilities then outstanding under this paragraph (1) does not exceed the sum of (A) $8.0 billion, plus (B)(i) the greater of (x) $22.0 billion and (y) 1.00x Specified Consolidated Cash Flow, plus (ii) an unlimited amount, so long as on a Pro Forma Basis (and calculated (x) as if any incremental revolving facility were fully drawn on the effective date thereof and (y) excluding any cash constituting proceeds of any Credit Facility), with respect to any Credit Facility that constitutes First Lien Obligations, the First Lien Debt to Cash Flow Ratio does not exceed 2.00 to 1.00 (or, if incurred in connection with a Permitted Acquisition or other Specified Investment, the First Lien Debt to Cash Flow Ratio would not exceed the First Lien Debt to Cash Flow Ratio immediately prior to such Permitted Acquisition or other Specified Investment); provided that Credit Facilities will be deemed to be incurred under the foregoing clause (ii) before clause (i), and to the extent amounts are incurred concurrently under the foregoing clauses (i) and (ii), the applicable ratio may exceed the applicable ratio level set forth in clause (ii) to the extent of such amounts incurred in reliance under clause (i); |
(2) | the incurrence by the Issuer and its Restricted Subsidiaries of any Existing Indebtedness or any Series Issue Date Existing Indebtedness; |
(3) | the incurrence by the Issuer and the Subsidiary Guarantors of Indebtedness represented by the Existing Registered 2026 Notes, the Existing Registered 2029 Notes and the Existing Registered 2031 Notes issued on the Series Issue Date and the related Note Guarantees; |
(4) | the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness represented by Financing Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing (whether prior to or within 270 days after) all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment or the Capital Stock of any Person owning such assets used in the business of the Issuer or any of its Restricted Subsidiaries, in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4); |
(5) | the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (13), (14), (15), (24) or (25) of this paragraph; |
(6) | the incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Parent, the Issuer and any of its Restricted Subsidiaries and any Guarantors; provided, however, that: |
(a) | if the Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; and |
(b) | (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Parent, the Issuer or a Restricted Subsidiary of the Issuer, or a Guarantor and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Parent, the Issuer or a Restricted Subsidiary of the Issuer, or a Guarantor, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); |
(7) | the issuance by any of the Issuer’s Restricted Subsidiaries to the Issuer or to any of its Restricted Subsidiaries of shares of Preferred Stock; provided, however, that: |
(a) | any subsequent issuance or transfer of Equity Interests that results in any such Preferred Stock being held by a Person other than Parent, the Issuer or a Restricted Subsidiary of the Issuer or a Guarantor; and |
(b) | any sale or other transfer of any such Preferred Stock to a Person that is not either Parent, the Issuer or a Restricted Subsidiary of the Issuer, or a Guarantor, will be deemed, in each case, to constitute an issuance of such Preferred Stock by such Restricted Subsidiary that was not permitted by this clause (7); |
(8) | the incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations (other than for speculative purposes); |
(9) | the guarantee by the Issuer or any of the Subsidiary Guarantors of Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; |
(10) | the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, deposits, performance bonds, completion bonds, bid bonds, appeal bonds and surety bonds, indemnity bonds, specific performance or injunctive relief bonds or similar bonds or obligations in the ordinary course of business, and any Guarantees or letters of credit functioning as or supporting any of the foregoing; |
(11) | the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising from (a) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days of notice to the Issuer or any of its Restricted Subsidiaries, (b) in respect of netting, overdraft protection and other arrangement arising under standard business terms of any bank at which the Issuer or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement or (c) in respect of the financing of insurance premiums in the ordinary course of business, provided that the aggregate principal amount of Indebtedness incurred pursuant to clauses (11)(b) and (c) shall not, at any time outstanding, exceed the greater of (x) $1,350.0 million and (y) 5.0% of the Consolidated Cash Flow of the Issuer as of the time of such incurrence; |
(12) | the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of letters of credit required to be issued in connection with any Permitted Joint Venture Investment; |
(13) | the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness for relocation or clearing obligations relating to the Issuer’s or any of its Restricted Subsidiary’s FCC Licenses in an aggregate principal amount (or accreted value, as applicable), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (13), at any time outstanding not to exceed the greater of (x) $1,900.0 million and (y) 1.0% of the Issuer’s Consolidated Total Assets as of the time of such incurrence; |
(14) | the incurrence by the Issuer or any of its Restricted Subsidiaries of Contribution Indebtedness; |
(15) | the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness (including Acquired Debt or Indebtedness) used to finance an acquisition of or a merger with another Person, provided that, the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer or a Restricted Subsidiary), on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, would either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of this covenant or (b) have a Debt to Cash Flow Ratio no greater than the Debt to Cash Flow Ratio of the Issuer immediately prior to such transaction; |
(16) | the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Issuer or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Issuer or any Restricted Subsidiary thereof in connection with such disposition; |
(17) | the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; |
(18) | the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes; |
(19) | the incurrence by the Issuer or any of the Subsidiary Guarantors of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (19), not to exceed the greater of (x) $3.8 billion and (y) 2.0% of the Issuer’s Consolidated Total Assets as of the time of such incurrence; |
(20) | the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; |
(21) | the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness evidenced by promissory notes subordinated to the Notes and the Note Guarantees issued to current or former employees or directors of |
(22) | the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business; |
(23) | to the extent that deposits with, or payments owed to, the FCC in connection with the auction or licensing of Governmental Authorizations are deemed to be Indebtedness, the incurrence by the Issuer or any Restricted Subsidiary of such Indebtedness; |
(24) | Indebtedness incurred in connection with the Towers Transaction; and |
(25) | the incurrence by Restricted Subsidiaries that are not Guarantors of Indebtedness; provided, however, that the aggregate principal amount (or accreted value, as applicable) of all Indebtedness incurred under this clause (25), when aggregated with the principal amount (or accreted value) of all other Indebtedness then outstanding and incurred pursuant to this clause (25), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (25), does not exceed the greater of (x) $1,350.0 million and (y) 5.0% of the Consolidated Cash Flow of the Issuer and its Subsidiaries for the most recently ended four full fiscal quarters for which financial statements are available. |
(1) | pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; |
(2) | make loans or advances to the Issuer or any of its Restricted Subsidiaries; or |
(3) | sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries. |
(1) | agreements or instruments governing (a) Existing Indebtedness and (b) Equity Interests and Credit Facilities as in effect on the Closing Date and, in each case, any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are (in the good faith judgment of the Board of Directors of the Issuer or a senior financial officer of the Issuer, whose determination shall be conclusive) not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments on the Closing Date; |
(2) | agreements or instruments governing Credit Facilities not in effect on the Closing Date so long as either (a) the encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of the Issuer to pay dividends or make any other distributions or payments directly or indirectly to the Issuer in an amount sufficient to permit the Issuer to pay the principal of, or interest and premium, if any, on the Notes, or (b) the encumbrances and restrictions contained therein are no more restrictive, taken as a whole, than those contained in the Indenture; |
(3) | Series Issue Date Existing Indebtedness, the Notes issued on the Series Issue Date, and any additional notes of the same series, the Note Guarantees in respect thereof, and the Base Indenture, as supplemented by the Supplemental Indenture; |
(4) | applicable law, rule, regulation or order; |
(5) | agreements or instruments with respect to a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition) or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (so long as the encumbrances and restrictions in any such amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Issuer’s Board of Directors or a senior financial officer of the Issuer, whose determination shall be conclusive, not |
(6) | customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business and customary contractual restrictions on transfers of all or substantially all assets of a Person; |
(7) | any instrument governing any secured Indebtedness or Financing Lease Obligation that imposes restrictions on the assets securing such Indebtedness or the subject of such lease of the nature described in clause (3) of the preceding paragraph; |
(8) | any agreement for the sale or other disposition of a Restricted Subsidiary that imposes restrictions of the nature described in clauses (1) and/or (3) of the preceding paragraph on the Restricted Subsidiary pending the sale or other disposition; |
(9) | Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; |
(10) | Liens permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens; |
(11) | provisions limiting the disposition or distribution of assets or property in partnership and joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; |
(12) | restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; |
(13) | restrictions in other Indebtedness, Disqualified Stock or Preferred Stock incurred or issued in compliance with the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Issuer’s Board of Directors or a senior financial officer of the Issuer, whose determination shall be conclusive, not materially more restrictive than those contained in the existing agreements referenced in clauses (1) and (3) above; |
(14) | the issuance of Preferred Stock by a Restricted Subsidiary of the Issuer or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and the terms of such Preferred Stock do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); |
(15) | any agreement or instrument with respect to Indebtedness incurred, or Preferred Stock issued, by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Preferred Stock (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Issuer’s ability to pay all principal, interest and premium, if any, on the Notes, as determined in good faith by the Issuer’s Board of Directors or a senior financial officer of the Issuer, whose determination shall be conclusive; and (b) are not materially more disadvantageous to the holders of the Notes than is customary in comparable financings; |
(16) | any agreement or instrument of the Issuer, Parent, MetroPCS Wireless, Inc., or any of MetroPCS Wireless, Inc.’s Subsidiaries existing prior to, or entered into or assumed by the Issuer or any of its Subsidiaries in connection with the Merger, in each case, as such agreements or instruments may be amended, restated, modified, renewed or replaced from time to time; provided that the amendments, restatements, modifications, renewals, and replacements are (in the good faith judgment of the Board of Directors of the |
(17) | restrictions arising from the Towers Transaction. |
(1) | either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; |
(2) | the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, the payment of the principal of and any premium and interest on the Notes and the performance or observance of every covenant of the Indenture on the part of the Issuer to be performed or observed; |
(3) | immediately after such transaction, no Default or Event of Default exists; and |
(4) | the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” or (b) have a Debt to Cash Flow Ratio no greater than the Debt to Cash Flow Ratio of the Issuer immediately prior to such transaction. |
(1) | a merger of the Issuer with a direct or indirect Subsidiary of Parent solely for the purpose of reincorporating the Issuer in another jurisdiction in the United States so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries (prior to the occurrence of an Investment Grade Event Election) or Specified Indebtedness of the Issuer and its Subsidiaries (following the occurrence of an Investment Grade Event Election) is not increased thereby; or |
(2) | any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and its Restricted Subsidiaries (prior to the occurrence of an Investment Grade Event Election) or the Issuer and its Subsidiaries (following the occurrence of an Investment Grade Event Election). |
(1) | the Affiliate Transaction is on terms that, taken as a whole, are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and |
(2) | the Issuer delivers to the Trustee: |
(a) | with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $100.0 million, an officers’ certificate certifying that such Affiliate Transaction complies with this covenant; and |
(b) | with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $250.0 million, a resolution of the Board of Directors of the Issuer set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuer. |
(1) | any employment agreement, employee benefit plan, agreement or plan relating to employee, officer or director compensation or severance, officer or director indemnification agreement or any similar arrangement entered into by the Issuer, any of its Restricted Subsidiaries or a direct or indirect parent of the Issuer existing on the Closing Date, or entered into thereafter in the ordinary course of business, and any indemnities or other transactions permitted or required by law, statutory provisions or any of the foregoing agreements, plans or arrangements and payments pursuant thereto; |
(2) | transactions between or among Parent, the Issuer and/or its Restricted Subsidiaries; |
(3) | transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; |
(4) | any issuance of Equity Interests (other than Disqualified Stock) of the Issuer to, or receipt of any capital contribution from, any Affiliate of the Issuer; |
(5) | transactions in connection with any Permitted Joint Venture Investment; |
(6) | any Permitted Investments or Restricted Payments that do not violate the provisions of the Indenture described above under the caption “—Restricted Payments”; |
(7) | (x) any contracts, agreements or understandings existing as of the Issue Date and disclosed in the notes to the consolidated financial statements of MetroPCS Wireless, Inc. for the year ended December 31, 2012, (y) any agreement listed on Schedule 3.2(r)—Related-Party Agreements—to the “T-Mobile Disclosure Letter” to the Business Combination Agreement, and (z) any agreement listed under the section entitled “Transactions with Related Persons and Approval” in the proxy statement of Parent filed with the SEC under cover of Schedule 14A on April 16, 2012 and, in each case, any amendments to, replacements of, or orders pursuant to such contracts, agreements or understandings so long as any such amendments, replacements, or orders, taken as a whole, are not (in the good faith judgment of the Issuer’s Board of Directors or a senior financial officer of the Issuer, whose determination shall be conclusive) more |
(8) | transactions with customers, clients, suppliers, purchasers, sellers of goods or services, or licensees of intellectual property, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, provided that in the good faith determination of the Issuer’s Board of Directors or a senior financial officer of the Issuer, which determination shall be conclusive, such transactions are on terms, taken as a whole, not materially less favorable to the Issuer or the applicable Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate of the Issuer; |
(9) | issuances, exchanges, purchases or repurchases of Notes or other Indebtedness of the Issuer or its Restricted Subsidiaries or solicitations of amendments, waivers or consents in respect of Notes or such other Indebtedness, if such issuance, exchange, purchase, repurchase or solicitation is approved by a majority of the disinterested members of the Board of Directors of the Issuer; |
(10) | reasonable payments made for any financial advisory, financing, underwriting, placement or syndication services approved by the Issuer’s Board of Directors or a senior financial officer of the Issuer in good faith; |
(11) | amendments, extensions, replacements and other modifications of transactions with Affiliates otherwise permitted by the Indenture, provided that in the good faith determination of the Issuer’s Board of Directors or a senior financial officer of the Issuer, which determination shall be conclusive, such amendments, extensions, replacements or other modifications, taken as a whole, are no less favorable in any material respect to the Issuer or the applicable Restricted Subsidiary than the transaction or transactions being amended, extended, replaced or modified; and |
(12) | (i) the Business Combination Agreement and any Ancillary Agreements, as defined in the Business Combination Agreement, in each case, as the same may be amended, modified, supplemented or replaced from time to time on terms that, taken as a whole, in the good faith determination of the Issuer’s Board of Directors or a senior financial officer of the Issuer, which determination shall be conclusive, are not materially less favorable to the Issuer or the applicable Restricted Subsidiary than those of the agreement being amended, modified, supplemented or replaced, (ii) transactions or agreements relating to the DT Notes and the TMUS Working Capital Facility, each as may be amended, modified, or supplemented from time to time, and any indebtedness incurred in connection with the refinancing of the foregoing, on terms that, taken as a whole, in the good faith determination of the Issuer’s Board of Directors or a senior financial officer of the Issuer, which determination shall be conclusive, are not materially less favorable to the Issuer than those of the DT Notes or TMUS Working Capital Facility, as applicable, and (iii) transactions between the Issuer and its Restricted Subsidiaries, on the one hand, and any Designated Tower Entities that have been designated as Unrestricted Subsidiaries, on the other hand, in connection with the Towers Transaction. |
(1) | all quarterly and annual financial reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Parent were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by its certified independent accountants; and |
(2) | all current reports that would be required to be filed with the SEC on Form 8-K if Parent were required to file such reports; |
(1) | default for 30 days in the payment when due of interest on the Notes of such series; |
(2) | default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes of such series; |
(3) | failure by the Issuer or any of its Restricted Subsidiaries (prior to the occurrence of an Investment Grade Event Election) or by the Issuer or any of its Subsidiaries (following the occurrence of an Investment Grade Event Election) for 30 days after notice to the Issuer by the Trustee or the holders of at least 30% in aggregate principal amount of the Notes of such series then outstanding voting as a single class to comply with the provisions described under the caption “—Repurchase at the Option of Holders—Change of Control Triggering Event” (other than a failure to purchase Notes that will constitute an Event of Default under clause (2) above), or “—Certain Covenants—Merger, Consolidation or Sale of Assets”; |
(4) | failure by the Issuer or any of its Restricted Subsidiaries (prior to the occurrence of an Investment Grade Event Election) or by the Issuer or any of its Subsidiaries (following the occurrence of an Investment Grade Event Election) for 90 days after notice to the Issuer by the Trustee or the holders of at least 30% in aggregate principal amount of the Notes of such series then outstanding voting as a single class to comply with any of the other agreements in the Indenture (other than those described in clauses (1), (2) and (3) above); |
(5) | default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Specified Indebtedness for money borrowed by (i) prior to the occurrence of an Investment Grade Event Election, the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary) (or the payment of which Specified Indebtedness for borrowed money is guaranteed by the Issuer or any of its Restricted Subsidiaries that would constitute a Significant Subsidiary) or (ii) following the occurrence of an Investment Grade Event Election, the Issuer or any of its Significant Subsidiaries (or any of its Subsidiaries that together would constitute a Significant Subsidiary) (or the payment of which Specified Indebtedness for borrowed money is guaranteed by the Issuer or any of its Significant Subsidiaries); in each case whether such Specified Indebtedness or Specified Guarantee now exists, or is created after the Series Issue Date, if that default: |
(a) | is caused by a failure to pay principal of, or interest or premium, if any, on, such Specified Indebtedness at the later of final maturity and the expiration of any related applicable grace period (a “Payment Default”); or |
(b) | results in the acceleration of such Specified Indebtedness prior to its express maturity; |
(6) | failure by (i) prior to the occurrence of an Investment Grade Event Election, the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary) or (ii) following the occurrence of an Investment Grade Event Election, the Issuer or any of its Significant Subsidiaries (or any of its Subsidiaries that together would constitute a Significant Subsidiary) in each case to pay or discharge final judgments entered by a court or courts of competent jurisdiction aggregating in excess of an amount equal to the greater of $250.0 million and 1.00% of Specified Consolidated Cash Flow determined on a Pro Forma Basis for the most recently ended Test Period (to the extent not covered by indemnities or insurance), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following entry of such final judgment or decree during which a stay of enforcement of such final judgment or decree, by reason of pending appeal or otherwise, is not in effect; |
(7) | (i) prior to the occurrence of an Investment Grade Event Election, the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary) or, following the occurrence of an Investment Grade Event Election, the Issuer or any of its Significant Subsidiaries, or (any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary), in each case pursuant to or within the meaning of any Bankruptcy Law: |
(a) | commences a voluntary case or proceeding; |
(b) | consents to the entry of an order for relief against it in an involuntary case; |
(c) | consents to the appointment of a custodian of it or for all or substantially all of its property; |
(d) | makes a general assignment for the benefit of its creditors; or |
(e) | generally is not paying its debts as they become due; |
(8) | a court of competent jurisdiction enters a final order or decree under any Bankruptcy Law that: |
(a) | is for relief against (i) prior to the occurrence of an Investment Grade Event Election, the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary or (ii) following the occurrence of an Investment Grade Event Election, the Issuer or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer; in each case in an involuntary case; |
(b) | appoints a custodian of (i) prior to the occurrence of an Investment Grade Event Election, the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary or (ii) following the occurrence of an Investment Grade Event Election, the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer or for all or substantially all of the property of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary; or |
(c) | orders the liquidation of (i) prior to the occurrence of an Investment Grade Event Election, the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary; or (ii) following the occurrence of an Investment Grade Event Election, the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer; |
(d) | and the final order or decree remains unstayed and in effect for 60 consecutive days; and |
(9) | except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer with respect to the Notes of such series is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee. |
(1) | such holder gives to the Trustee written notice that an Event of Default is continuing; |
(2) | holders of at least 30% in aggregate principal amount of the then outstanding Notes of the applicable series have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee; |
(3) | such holder or holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense to be incurred in compliance with such request; |
(4) | the Trustee does not comply with the request within 90 days after receipt of the request and the offer of indemnity or security; and |
(5) | during such 90-day period, holders of a majority in aggregate principal amount of the then outstanding Notes of the applicable series have not given the Trustee a direction inconsistent with such request. |
(1) | the rights of holders of outstanding Notes of such series to receive payments in respect of the principal of, or interest or premium, if any, on, the Notes when such payments are due from the trust referred to below; |
(2) | the Issuer’s obligations with respect to the Notes of such series concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment of money for security payments held in trust; |
(3) | the rights, powers, trusts, duties, indemnities and immunities of the Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and |
(4) | the Legal Defeasance and Covenant Defeasance provisions of the Indenture. |
(1) | the Issuer must irrevocably deposit with the Trustee or its designee, in trust, for the benefit of the holders of such series of Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, and premium, if any, and interest on, the outstanding Notes of such series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to such stated date for payment or to a particular redemption date; provided that in connection with any Legal Defeasance or Covenant Defeasance that requires the payment of a premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to premium calculated as of the date of the deposit, with any deficit as of the maturity date only required to be deposited with the Trustee on or prior to the maturity date; |
(2) | in the case of Legal Defeasance, the Issuer must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions) confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date Notes of such series were first issued, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; |
(3) | in the case of Covenant Defeasance, the Issuer must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions) confirming that the beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; |
(4) | no Event of Default has occurred and is continuing with respect to such series of Notes on the date of such deposit (other than an Event of Default resulting from the borrowing of funds, or the imposition of Liens in connection therewith, to be applied to such deposit, or an Event of Default that will be cured by such Covenant Defeasance or Legal Defeasance) and the deposit will not result in a breach or violation of, or constitute a default under, any material instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; |
(5) | such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; |
(6) | the Issuer must deliver to the Trustee an officers’ certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; |
(7) | the Issuer must deliver to the Trustee an officers’ certificate, stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and |
(8) | the Issuer must deliver to the Trustee an opinion of counsel (which may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent set forth in clauses (2) and (3) of this paragraph, as applicable, have been complied with. |
(1) | reduce the principal amount of Notes of such series whose holders must consent to an amendment, supplement or waiver; |
(2) | reduce the principal of or change the fixed maturity of any Note of such series or alter the provisions with respect to the redemption of the Notes of such series (other than notice periods for redemption and provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”); |
(3) | reduce the rate of or change the time for payment of interest on any Note of such series; |
(4) | waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the Notes of such series (except a rescission of acceleration of the Notes of such series by the holders of at least a majority in aggregate principal amount of the then outstanding Notes of such series and a waiver of the payment default that resulted from such acceleration); |
(5) | make any Note of such series payable in money other than that stated in the Notes of such series; |
(6) | make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes of such series to receive payments of principal of, or interest or premium, if any, on, the Notes of such series; |
(7) | waive a redemption payment with respect to any Note of such series (other than a payment required by the covenants described above under the caption “—Repurchase at the Option of Holders”); |
(8) | release any Guarantor from any of its obligations under its related Note Guarantee of the Notes of such series or the applicable Indenture, except in accordance with the terms of such Indenture; or |
(9) | make any change in the preceding amendment and waiver provisions. |
(1) | to cure any ambiguity, omission, mistake, defect or inconsistency; |
(2) | to provide for uncertificated Notes in addition to or in place of certificated Notes; |
(3) | to provide for the assumption of the Issuer’s or a Guarantor’s obligations to holders of Notes of such series and related Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable; |
(4) | to effect the release of a Guarantor from its Note Guarantee in respect of such series of Notes and the termination of such Note Guarantee, all in accordance with the provisions of the applicable Indenture governing such release and termination; |
(5) | to add any Guarantor or Note Guarantee with respect to such series or to secure the Notes of such series or the related Note Guarantee; |
(6) | to make any change that would provide any additional rights or benefits to the holders of Notes of such series or that does not adversely affect the legal rights under the Indenture of any such holder in any material respect; |
(7) | to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; |
(8) | to change or eliminate any of the provisions of the applicable Indenture; provided that any such change or elimination shall not become effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; |
(9) | to provide for the issuance of and establish forms and terms and conditions of a new series of Notes as permitted by the Base Indenture; |
(10) | to conform the text of the applicable supplemental indenture, the Notes of such series, or the related Note Guarantees to any provision of the “Description of Notes” section of the prospectus supplement applicable to the initial Notes of the applicable series at the time of the initial sale thereof, in each case, as conclusively evidenced by an officers’ certificate; |
(11) | to provide for the issuance of additional Notes of such series, provided that such additional Notes have the same terms as, and be deemed part of the same series as, the Notes of such series to the extent required under the applicable Indenture; |
(12) | to evidence and provide for the acceptance of and appointment by a successor Trustee with respect to the Notes of such series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trust by more than one trustee; and |
(13) | to allow any Guarantor of the Notes of such series to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes of such series. |
(1) | either: |
(a) | all Notes of such series that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or |
(b) | all Notes of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee or its designee as trust funds in trust solely for the benefit of the holders of such series of Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes of such series not delivered to the Trustee for cancellation for principal of, and premium, if any, and accrued interest to the date of maturity or redemption; provided that upon any redemption that requires the payment of a premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the premium calculated |
(2) | the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture with respect to the Notes of such series; and |
(3) | the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes of such series at maturity or on the redemption date, as the case may be. |
(1) | Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and |
(2) | Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. |
(1) | 1.0% of the principal amount of the Note; or |
(2) | the excess of: |
(a) | the present value at such redemption date of (i) the redemption price of the Note at February 15, 2023, in the case of the 2026 Notes, at April 15, 2024, in the case of the 2029 Notes and at April 15, 2026, in the case of the 2031 Notes (such redemption price in each case being set in the applicable table appearing above under the caption “—Optional Redemption”), plus (ii) all required interest payments due on the Note through February 15, 2023, in the case of the 2026 Notes, April 15, 2024, in the case of the 2029 Notes and April 15, 2026, in the case of the 2031 Notes (excluding accrued but unpaid interest, if any, to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over |
(b) | the principal amount of the Note, if greater. |
(1) | an Investment by the Issuer (or any predecessor thereto) or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with the Issuer or any of its Restricted Subsidiaries, or |
(2) | an acquisition by the Issuer (or any predecessor thereto) or any of its Restricted Subsidiaries of the property and assets of any Person, other than the Issuer or any of its Restricted Subsidiaries, that constitute all or substantially all of a division, operating unit or line of business of such Person. |
(1) | the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under |
(2) | the issuance of Equity Interests in any of the Issuer’s Restricted Subsidiaries or the sale by the Issuer or any Restricted Subsidiary thereof of Equity Interests in any of its Restricted Subsidiaries. |
(1) | any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $100.0 million; |
(2) | a sale, lease, conveyance or other disposition of assets or Equity Interests between or among the Issuer and/or its Restricted Subsidiaries; |
(3) | an issuance or sale of Equity Interests by a Restricted Subsidiary of the Issuer to the Issuer or to a Restricted Subsidiary of the Issuer; |
(4) | the sale, lease, sub-lease, conveyance or other disposition of (a) assets, products, services or accounts receivable in the ordinary course of business, (b) equipment or other assets pursuant to a program for the maintenance or upgrading of such equipment or assets, or (c) any sale, conveyance or other disposition of damaged, worn-out, uneconomic or obsolete assets in the ordinary course of business; |
(5) | the sale, conveyance or other disposition of cash or Cash Equivalents; |
(6) | a surrender or waiver of contract rights or settlement, release or surrender of contract, tort or other claims in the ordinary course of business or a grant of a Lien not prohibited by the Indenture; |
(7) | a Restricted Payment that does not violate the covenant described above under the caption “—Certain Covenants—Restricted Payments”; |
(8) | arms-length sales, leases or sub-leases (as lessor or sublessor), sale and leasebacks, assignments, conveyances, transfers or other dispositions of assets or rights to a Person that is a Permitted Joint Venture Investment; |
(9) | licenses and sales of intellectual property or other general intangibles (other than FCC Licenses) in the ordinary course of business; |
(10) | a Permitted Investment; |
(11) | dispositions of assets to the ISIS Joint Venture; |
(12) | one or more sales, conveyances, leases, subleases, licenses, contributions, or other dispositions, assignments or transfers made as part of, or in connection with, the Towers Transaction; |
(13) | the settlement or early termination of any Permitted Bond Hedge Transaction; or |
(14) | any issuance, disposition or sale of Equity Interests in, or Indebtedness, assets or other securities of, an Unrestricted Subsidiary. |
(1) | with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; |
(2) | with respect to a partnership, the board of directors or managing member of the general partner of the partnership; |
(3) | with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and |
(4) | with respect to any other Person, the board or committee of such Person serving a similar function. |
(1) | in the case of a corporation, corporate stock; |
(2) | in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; |
(3) | in the case of an exempted company, shares; |
(4) | in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests, respectively; and |
(5) | any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock. |
(1) | United States dollars, pounds sterling, euros, the national currency of any member state of the European Union or any other foreign currencies held by the Issuer and its Restricted Subsidiaries from time to time in the ordinary course of business; |
(2) | securities issued or directly and fully guaranteed or insured by the government of the United States of America, the United Kingdom or any country that is a member state of the European Union or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America, the United Kingdom or the relevant member state of the European Union, as the case may be, is pledged in support of those securities) having maturities of not more than two years from the date of acquisition; |
(3) | demand deposits, certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better; |
(4) | repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; |
(5) | commercial paper having one of the two highest ratings obtainable from a Rating Agency at the date of acquisition and, in each case, maturing within one year after the date of acquisition; |
(6) | securities issued and fully guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision or agency or instrumentality thereof, rated at least “A” by a Rating Agency at the date of acquisition and having maturities of not more than two years after the date of acquisition; |
(7) | auction rate securities rated at least “AA-” or “Aa3” by a Rating Agency at the time of purchase and with reset dates of one year or less from the time of purchase; |
(8) | investments, classified in accordance with GAAP as current assets of the Issuer or any of its Restricted Subsidiaries, in money market funds, mutual funds or investment programs registered under the Investment Company Act of 1940, at least 90% of the portfolios of which constitute investments of the character, quality and maturity described in clauses (1) through (7) of this definition; |
(9) | any substantially similar investment to the kinds described in clauses (1) through (7) of this definition rated at least “P-2” by Moody’s or “A-2” by S&P or the equivalent thereof; and |
(10) | deposits or payments made to the FCC in connection with the auction or licensing of Governmental Authorizations that are fully refundable. |
(A) | prior to the occurrence of an Investment Grade Event Election: |
(1) | the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than any such disposition to a Restricted Subsidiary or a Permitted Holder; |
(2) | the adoption of a plan relating to the liquidation or dissolution of the Issuer; |
(3) | the consummation of any transaction (including any merger or consolidation), the result of which is that any “person” (as defined above), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Parent (or its successor by merger, consolidation or purchase of all or substantially all of its assets or its equity), measured by voting power rather than number of shares; or |
(4) | the Issuer ceases to be a direct or indirect Wholly-Owned Subsidiary of Parent; and |
(B) | following the occurrence of an Investment Grade Event Election: |
(1) | the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Parent and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than any such disposition to a Subsidiary of Parent or a Permitted Holder; |
(2) | the consummation of any transaction (including any merger or consolidation), the result of which is that any “person” (as such term is used in Section 13(d) of the Exchange Act), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Parent (or its successor by merger, consolidation or purchase of all or substantially all of its assets or its equity), measured by voting power rather than number of shares; or |
(3) | the Issuer ceases to be a direct or indirect Wholly-Owned Subsidiary of Parent. |
(A) | prior to the occurrence of an Investment Grade Event Election, with respect to any series of Notes, the occurrence of a Change of Control (x) that is accompanied or followed by a downgrade by one or more gradations (including gradations within ratings categories as well as between ratings categories) or withdrawal of the rating of such series of Notes within the Ratings Decline Period by at least two out of the three Rating Agencies and (y) the rating of such series of Notes on any day during such Ratings Decline Period is below the rating by each such Rating Agency in effect immediately preceding the first public announcement of the Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement), provided that in making the relevant decision(s) referred to above to downgrade or withdraw such ratings, as applicable, the relevant Rating Agency announces publicly or confirms in writing during such Ratings Decline Period that such decision(s) resulted, in whole or in part, from the occurrence (or expected occurrence) of such Change of Control or the announcement of the intention to effect such Change of Control; provided, further, that no Change of Control Triggering Event shall be deemed to occur if at the time of the applicable downgrade the rating of such series of Notes by at least two out of the three Rating Agencies is Investment Grade; and |
(B) | following the occurrence of an Investment Grade Event Election, the occurrence of both a Change of Control and a Rating Event. |
(1) | provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus |
(2) | the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, to the extent that such Consolidated Interest Expense was deducted in computing such Consolidated Net Income; plus |
(3) | depreciation, amortization (including non-cash impairment charges and any write-off or write-down or amortization of intangibles but excluding amortization of ordinary course prepaid cash expenses that were paid in a prior period) and other non-cash expenses or charges (excluding any such non-cash expense to the extent that it represents an ordinary course accrual of or reserve for cash expenses in any future period |
(4) | any nonrecurring or unusual gains or losses or income, expenses or charges (including all fees and expenses relating thereto), including (a) any fees, expenses and costs relating to the Towers Transaction, (b) any fees, expenses or charges related to any sale or offering of Equity Interests of such Person or Parent, any acquisition or disposition or any Indebtedness, in each case that is permitted to be incurred hereunder (in each case, whether or not successful), or the offering, amendment or modification of any debt instrument, including the offering, any amendment or other modification of the Notes, provided that Consolidated Cash Flow shall not be deemed to be increased by more than $250.0 million in any twelve-month period pursuant to this clause (b), (c) any premium, penalty or fee paid in relation to any repayment, prepayment or repurchase of Indebtedness, (d) any fees or expenses relating to the Transactions and the offering, issuance and sale (in each case, whether or not successful) of the DT Notes and any “Exchange Notes” (as defined in the Base Indenture) issued in respect thereof and the Permitted MetroPCS Notes and any “Exchange Notes” (as defined in the $1.75B Notes Indenture), and (e) restructuring charges, integration costs (including retention, relocation and contract termination costs) and related costs and charges; plus |
(5) | New Market Losses; minus |
(6) | non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP. |
(A) | prior to the occurrence of an Investment Grade Event Election, with respect to any Person as of any date of determination, the sum, without duplication, of (i) the total amount of Indebtedness of such Person and its Restricted Subsidiaries, plus (ii) the total amount of Indebtedness of any other Person, to the extent that such Indebtedness has been Guaranteed by the referent Person or one or more of its Restricted Subsidiaries, plus (iii) the aggregate liquidation value of all Disqualified Stock of such Person and all Preferred Stock of Subsidiaries of such Person, in each case, determined on a consolidated basis in accordance with GAAP. |
(B) | following the occurrence of an Investment Grade Event Election, with respect to any Person as of any date of determination, the sum, without duplication, of (i) the total amount of Specified Indebtedness of such Person and its Subsidiaries described in clauses (1)(a) and (b) (excluding, for the avoidance of doubt, surety bonds, performance bonds and similar instruments) of the definition of Specified Indebtedness, determined on a consolidated basis, to the extent required to be recorded on a balance sheet in accordance with GAAP, including, without duplication, the outstanding principal amount of the Notes; provided that Consolidated Indebtedness shall not include (w) Specified Indebtedness incurred in connection with any Permitted Tower Financing or other special purpose entity financing (other than Specified Indebtedness incurred by a Permitted Spectrum Financing Subsidiary, including the Existing Sprint Spectrum-Backed Notes), (x) obligations in respect of letters of credit, except to the extent of any unreimbursed amounts thereunder or (y) Specified Indebtedness constituting Financing Lease Obligations, purchase money debt or other similar Specified Indebtedness. |
(1) | the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including amortization of debt issuance costs or original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Financing Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of payments (if any) pursuant to Hedging Obligations); plus |
(2) | the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus |
(3) | any interest expense on that portion of Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or Lien is called upon); plus |
(4) | the product of (a) all dividend payments on any series of Preferred Stock of such Person or any of its Restricted Subsidiaries; times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal; |
(1) | the positive Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; |
(2) | solely for the purpose of determining the amount available for Restricted Payments under clause (c)(i) of the covenant described above under the caption “—Certain Covenants—Restricted Payments” the Net Income of any Restricted Subsidiary that is not a Guarantor will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; |
(3) | the effect of a change in accounting principles or in the application thereof (including any change to IFRS and any cumulative effect adjustment) will be excluded; |
(4) | unrealized losses and gains attributable to Hedging Obligations, including those resulting from the application of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815, will be excluded; and |
(5) | any non-cash compensation charge or expense realized from grants of stock, stock appreciation or similar rights, stock option or other rights to officers, directors and employees will be excluded. |
(1) | pro forma effect shall be given to Asset Dispositions and Asset Acquisitions (including the Merger and including giving pro forma effect to any related financing transactions and the application of proceeds of any Asset Disposition) that occur during such four-quarter period or subsequent to such four quarter period but on or prior to the date on which the Debt to Cash Flow Ratio is to be calculated as if they had occurred and such proceeds had been applied on the first day of such four-quarter period; |
(2) | pro forma effect shall be given to asset dispositions and, asset acquisitions (including giving pro forma effect to any related financing transactions and the application of proceeds of any asset disposition) that have been made by any Person that has become a Restricted Subsidiary of the Issuer or has been merged with or into the Issuer (including MetroPCS Wireless, Inc.) or any Restricted Subsidiary during such four-quarter period or subsequent to such four quarter period but on or prior to the date on which the Debt to Cash Flow Ratio is to be calculated and that would have constituted Asset Dispositions or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary, as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such four-quarter period; |
(3) | to the extent that the pro forma effect of any transaction is to be made pursuant to clause (1) or (2) above, such pro forma effect shall be determined in good faith on a reasonable basis by a responsible financial or accounting officer of the specified Person, whose determination shall be conclusive, as if the subject transaction(s) had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income; |
(4) | the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of (without duplication of clauses (1) and (2) above) prior to the date on which the Debt to Cash Flow Ratio is to be calculated, shall be excluded; |
(5) | any Person that is a Restricted Subsidiary on the date on which the Debt to Cash Flow Ratio is to be calculated will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; and |
(6) | any Person that is not a Restricted Subsidiary on the date on which the Debt to Cash Flow Ratio is to be calculated will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period. |
(1) | interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; |
(2) | other agreements or arrangements designed to manage interest rates or interest rate risk; and |
(3) | other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices, |
(a) | in respect of borrowed money; |
(b) | evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); |
(c) | in respect of banker’s acceptances; |
(d) | representing Financing Lease Obligations; |
(e) | representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or |
(f) | representing any Hedging Obligations; and |
(2) | any financial liabilities recorded in respect of the upfront proceeds received in connection with the Towers Transaction; |
(a) | the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; |
(b) | in the case of Hedging Obligations, the termination value of the agreement or arrangement giving rise to such obligations that would be payable (giving effect to netting) by such Person at such time; |
(c) | the principal amount of the Indebtedness, in the case of any other Indebtedness; and |
(d) | in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: |
(i) | the Fair Market Value of such assets at the date of determination; and |
(ii) | the amount of the Indebtedness of the other Person. |
(1) | with respect to Moody’s, a rating of Baa3 (or its equivalent under any successor rating category of Moody’s) or better (and, for purposes of an Investment Grade Event, stable or better outlook); |
(2) | with respect to S&P, a rating of BBB- (or its equivalent under any successor rating category of S&P) or better (and, for purposes of an Investment Grade Event, stable or better outlook); |
(3) | with respect to Fitch, a rating of BBB- (or its equivalent under any successor rating category of Fitch) or better (and, for purposes of an Investment Grade Event, stable or better outlook); and |
(4) | if any Rating Agency ceases to exist or ceases to rate any series of notes issued under the Base Indenture for reasons outside of the control of the Issuer, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization”, as such term is defined under Section 3(a)(62) of the Exchange Act, selected by the Issuer as a replacement agency. |
(1) | the Issuer has obtained a rating or, to the extent any Rating Agency will not provide a rating, an advisory or prospective rating from at least two Rating Agencies, that reflects an Investment Grade rating (i) for the corporate rating of the Issuer or Parent and (ii) with respect to each outstanding series of notes issued under the Base Indenture after giving effect to the proposed release of all of the Note Guarantees; |
(2) | no Event of Default shall have occurred and be continuing with respect to such series of notes; and |
(3) | the (i) guarantees by, or direct obligation of, the Guarantors with respect to the Credit Agreement and the Existing T-Mobile Secured Notes have been released or would be released simultaneously with an Investment Grade Event Election and (ii) Liens securing the Specified Obligations under the Existing T-Mobile Secured Notes and the Specified Obligations under the Credit Agreement (including related secured interest rate agreements) have been released or would be released simultaneously with an Investment Grade Event Election. |
(1) | any gain (or loss), together with any related provision for taxes on such gain (or loss) realized in connection with: (a) dispositions of assets (other than in the ordinary course of business); or (b) the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and |
(2) | any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss). |
(1) | as to which neither the Issuer nor any of its Restricted Subsidiaries (prior to the occurrence of an Investment Grade Event Election) or any of its Subsidiaries (following the occurrence of an Investment Grade Event Election) (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Specified Indebtedness), subject to customary “bad-boy” exceptions, (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and |
(2) | no default with respect to which (including any rights that the holders of the Specified Indebtedness may have to take enforcement action against an Unrestricted Subsidiary (prior to the occurrence of an Investment Grade Event Election) or an “Unrestricted Subsidiary” (or equivalent thereof) under the Credit Agreement (following the occurrence of an Investment Grade Event Election)) would permit upon notice, lapse of time or both any holder of any other Specified Indebtedness of the Issuer or any of its Restricted Subsidiaries (prior to the occurrence of an Investment Grade Event Election) or any of its Subsidiaries (following the occurrence of an Investment Grade Event Election) to declare a default on such other Specified Indebtedness or cause the payment of the Specified Indebtedness to be accelerated or payable prior to its stated maturity; |
(1) | any Specified Investment by the Issuer or any Subsidiary of the Issuer in a Person, if as a result of such Specified Investment (i) such Person becomes a Subsidiary of the Issuer or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets or any division or business unit to, or is liquidated into, the Issuer or a Subsidiary of the Issuer; and |
(2) | acquisitions of spectrum licenses. |
(1) | any Investment in the Issuer or in any Restricted Subsidiary of the Issuer; |
(2) | any Investment in Cash Equivalents; |
(3) | any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment: |
(a) | such Person becomes a Restricted Subsidiary of the Issuer; or |
(b) | such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer; |
(4) | any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”; |
(5) | any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Issuer or Equity Interests of Parent; |
(6) | any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Issuer or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates; |
(7) | Investments represented by Hedging Obligations; |
(8) | loans or advances to employees made in the ordinary course of business of the Issuer or any Restricted Subsidiary of the Issuer in an aggregate principal amount not to exceed $50.0 million at any one time outstanding; |
(9) | any payment on or with respect to, or purchase, redemption, defeasement or other acquisition or retirement for value of (i) the Notes, and any additional Notes of the same series, (ii) the DT Notes, and any additional Notes of the same series, and any Exchange Notes (as defined in the Base Indenture) relating thereto, (iii) any of the $1.75B Notes or (iv) any other Indebtedness that is pari passu with the Notes; |
(10) | advances and prepayments for asset purchases in the ordinary course of business in a Permitted Business of the Issuer or any of its Restricted Subsidiaries; |
(11) | Investments existing on the Closing Date, including Investments held by MetroPCS Wireless, Inc., the Issuer and their Subsidiaries immediately prior to the Merger; |
(12) | Investments in the ISIS Joint Venture having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (12) since the Closing Date that are at that time outstanding, not to exceed $300.0 million; |
(13) | Permitted Bond Hedge Transactions which constitute Investments; |
(14) | (a) Permitted Joint Venture Investments, and (b) other Investments in any Person other than an Affiliate of the Issuer (excluding any Person that is an Affiliate of the Issuer solely by reason of Parent’s ownership, directly or indirectly, of Equity Interests or Parent’s control, of such Person or which becomes an Affiliate as a result of such Investment), to the extent such Investment under (a) or (b) has an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (14) that are at the time outstanding, not to exceed 12.5% of the Issuer’s Total Assets on the date of such Investment; |
(15) | Investments in a Person primarily engaged in a Permitted Business having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) since the Closing Date that are at that time outstanding, not to exceed the greater of (x) $1,600.0 million and (y) 6.0% of the Consolidated Cash Flow of the Issuer; |
(16) | guarantees permitted under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; |
(17) | deposits or payments made with the FCC in connection with the auction or licensing of Governmental Authorizations; |
(18) | any Investment deemed made from time to time pursuant to the covenant described under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries” in connection with a Specified Unrestricted Subsidiary Designation, in an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiaries designated as Unrestricted Subsidiaries pursuant to such Specified Unrestricted Subsidiary Designation, but only to the extent not in excess of the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in such designated Subsidiaries as of the Closing Date (for this purpose, it shall be assumed, as regards to Investments in any Designated Tower Entity, that all wireless communications sites, towers, and related contracts, equipment, improvements, real estate, and other assets of the Issuer and its Subsidiaries subject to the Towers Transaction that are contemplated to be transferred to the Designated Tower Entities in accordance with the terms of the Towers Transaction, as contemplated in the Towers Transaction Agreements as in effect as of March 19, 2013, had been transferred to the Designated Tower Entities, whether or not all such transfers have in fact then taken place, but disregarding any transfers of assets not part of the Towers Transaction as contemplated in the Towers Transaction Agreements as in effect as of March 19, 2013); |
(19) | any other Investments made in connection with the Towers Transaction, as contemplated in the Towers Transaction Agreements as in effect as of March 19, 2013; and |
(20) | other Investments; provided that the Debt to Cash Flow Ratio calculated on a pro forma basis in the manner described in the definition of “Debt to Cash Flow Ratio” after giving effect to such Investment would be equal to or less than 3.50 to 1.00. |
(1) | Liens securing Specified Indebtedness and other Specified Obligations under Credit Facilities and/or securing Hedging Obligations related thereto permitted by clauses (1), (8) and (19) of the second paragraph of the covenant titled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” provided that any secured Permitted Refinancing Indebtedness incurred in respect of Specified Indebtedness or other Specified Obligations previously secured pursuant to this clause (1) will be treated as Specified Indebtedness secured pursuant to this clause (1) in making any determination as to whether additional Specified Indebtedness or other Specified Obligations may be secured pursuant to this clause (1); |
(2) | Liens in favor of the Issuer or the Guarantors; |
(3) | Liens on property of a Person existing at the time such Person becomes a Subsidiary of the Issuer or is merged with or into or consolidated with the Issuer or any Subsidiary of the Issuer; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets (other than improvements thereon, accessions thereto and proceeds thereof) other than those of the Person that becomes a Subsidiary of the Issuer or is merged into or consolidated with the Issuer or the Subsidiary; |
(4) | Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Issuer or any Subsidiary of the Issuer; provided that such Liens were in existence prior to, and not incurred in contemplation of, such acquisition; |
(5) | (a) bankers’ Liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution, and (b) Liens, deposits (including deposits with the FCC) or pledges to secure the performance of bids, tenders, trade or governmental contracts, leases, licenses, statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; |
(6) | Liens to secure Specified Indebtedness (including Financing Lease Obligations) permitted by clause (4) of the second paragraph of the covenant titled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” covering only the assets (including the proceeds thereof, accessions thereto and upgrades thereof) acquired with or financed by such Specified Indebtedness; |
(7) | Liens existing on the Series Issue Date; |
(8) | Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; |
(9) | Liens imposed by law or contract, such as carriers’, warehousemen’s, suppliers’, vendors’, construction, repairmen’s, landlord’s and mechanics’ Liens or other similar Liens, in each case, incurred in the ordinary course of business; |
(10) | survey exceptions, encumbrances, leases, subleases, encroachments, protrusions, easements or reservations of, or rights of others for, licenses, sub-licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including defects or irregularities in title and similar encumbrances) as to the use of real property that were not incurred in connection with Specified Indebtedness, or Liens incidental to the conduct of business of such Person or to the ownership of its properties that were not incurred in connection with Specified Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; |
(11) | Liens arising by reason of a judgment, attachment, decree or court order, to the extent not otherwise resulting in an Event of Default, and any Liens that are required to protect or enforce any rights in any administrative, arbitration or other court proceedings in the ordinary course of business; |
(12) | Liens created for the benefit of (or to secure) the Notes (or the Note Guarantees); |
(13) | Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the Indenture; provided, however, that: |
(a) | the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property and assets and proceeds or distributions of such property and assets and improvements and accessions thereto); and |
(b) | the Specified Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount, of the Specified Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and (y) an amount necessary to pay accrued and unpaid interest, any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; |
(14) | (a) Liens contained in purchase and sale agreements or lease agreements limiting the transfer of assets pending the closing of the transactions contemplated thereby or the termination of the lease, respectively, (b) spectrum leases or other similar lease or licensing arrangements contained in, or entered into in connection with, purchase and sale agreements, and (c) Liens relating to deposits or escrows established in connection with purchase and sale agreements; |
(15) | Liens that may be deemed to exist by virtue of contractual provisions that restrict the ability of the Issuer or any of its Subsidiaries from granting or permitting to exist Liens on their respective assets; |
(16) | Liens (x) in favor of the Trustee as provided for in the Indenture on money or property held or collected by the Trustee in its capacity as trustee and (y) on Specified Cash Equivalents securing obligations under any Specified Indebtedness of the Issuer or any Subsidiary of the Issuer that has been called for redemption, defeasance or discharge; |
(17) | Liens on Specified Cash Equivalents securing (a) workers’ compensation claims, self-insurance obligations, unemployment insurance or other social security, old age pension, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds, indemnity bonds, specific performance or injunctive relief bonds, surety bonds, public liability obligations, or other similar bonds or obligations, or securing any Specified Guarantees or letters of credit functioning as or supporting any of the foregoing, in each case incurred in the ordinary course of business or (b) letters of credit required to be issued for the benefit of any Person that controls a Specified Permitted Joint Venture Investment to secure any put right for the benefit of the Person controlling the Specified Permitted Joint Venture Investment; |
(18) | Liens arising from Uniform Commercial Code financing statement filings (or similar filings in any other jurisdiction) regarding operating leases or consignments or sales of receivables entered into in the ordinary course of business covering only the property under lease (plus improvements and accessions to such property and proceeds or distributions of such property and improvements and accessions thereto), consignment or sale and other Liens arising solely from precautionary UCC financing statements or similar filings; |
(19) | any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense entered into in the ordinary course of business; |
(20) | Liens on Specified Cash Equivalents on deposit to secure reimbursement obligations under letters of credit incurred in the ordinary course of business; |
(21) | (i) prior to the occurrence of an Investment Grade Event Election, Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Person that is a Permitted Joint Venture Investment owned by the Issuer or any Restricted Subsidiary to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Person and (ii) following the occurrence of an Investment Grade Event |
(22) | Liens arising under operating agreements, joint venture agreements, partnership agreements, contracts for sale and other agreements arising in the ordinary course of business that are customary in the Specified Permitted Business, and applicable only to the assets that are the subject of such agreements or contracts; |
(23) | Liens securing Hedging Obligations; |
(24) | Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; |
(25) | Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; |
(26) | Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; |
(27) | Liens securing any arrangement for treasury, depositary, disbursement, lockbox, funds transfer, pooling, netting, overdraft, stored value card, purchase card (including so-called “procurement cards” or “P-cards”), debit card, credit card, e-payable, cash management and similar services and any automated clearing house transfer of funds provided to Parent or any of its Subsidiaries; |
(28) | Liens with respect to obligations that do not exceed at any time the greater of (x) $3,750.0 million and (y) 17.00% of Specified Consolidated Cash Flow determined on a Pro Forma Basis for the most recently ended Test Period; |
(29) | Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements; |
(30) | Liens, if any, incurred in connection with the Specified Towers Transactions; |
(31) | Liens securing obligations in respect of the operating lease payments owed to SpectrumCo1 or in respect of any other secured spectrum leases to which the Issuer or any of its Subsidiaries are a party, and any related payment and performance undertaking; |
(32) | leases, licenses, subleases and sublicenses of, and the granting of an easement interest in and to, assets (including real property and intellectual property rights and other general intangibles) in the ordinary course of business; |
(33) | pledges and deposits in the ordinary course of business to secure liability to insurance carriers, insurance companies and brokers; |
(34) | grants of software and other technology licenses in the ordinary course of business; |
(35) | Liens arising out of conditional sale, title retention, consignment or similar arrangement for the sale of goods in the ordinary course of business; |
(36) | Liens on equipment of the Issuer or any Subsidiary of the Issuer granted in the ordinary course of business to the Issuer’s or such Subsidiary’s client at which such equipment is located; |
(37) | Liens on receivables and related assets including proceeds thereof being sold in factoring arrangements in the ordinary course of business; |
(38) | customary options, put and call arrangements, rights of first refusal and similar rights relating to Specified Investments in joint ventures, partnerships and similar investment vehicles; |
(39) | Liens arising out of or deemed to exist in connection with any financing transaction with respect to property owned, built or acquired by the Issuer or any Subsidiary of the Issuer; |
(40) | Liens securing obligations in respect of the Designated L/C Facilities; |
(41) | Liens on the cash proceeds (and the related escrow account, and any money market funds or securities in which such cash proceeds are invested during the applicable escrow period) of any issuance of Specified Indebtedness in connection with the cash proceeds of such Specified Indebtedness being placed into (and pending the release from) escrow; and |
(42) | Liens incurred in connection with all transactions (i) contemplated by the Boost Asset Purchase Agreement and (ii) entered into pursuant to the consent decree originally filed by the U.S. Department of Justice with the U.S. District Court for the District of Columbia on July 26, 2019, as agreed to the U.S. Department of Justice, Parent, DT, Sprint, SoftBank Group Corp., and DISH Network Corporation, as it may be further amended or modified. |
(1) | Permitted Liens, other than those Permitted Liens incurred pursuant to clause (1), (6) and (7) of the definition thereof; |
(2) | Liens to secure Specified Indebtedness represented by Financing Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing (whether prior to or within 270 days after) all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment or the Capital Stock of any Person owning such assets used in the business of the Issuer or its Subsidiaries; provided that Liens securing Specified Indebtedness permitted to be incurred pursuant to this clause (2) extend only to the assets purchased with the proceeds of such Specified Indebtedness, accessions to such assets, lease and sublease interests related thereto and upgrades thereof and the proceeds and products thereof, any lease of such assets (including accessions thereto) and the proceeds and products thereof and customary security deposits in respect thereof; provided, however, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; |
(3) | Liens existing on the Series Issue Date (other than Liens permitted by clause (4) below); |
(4) | Liens created for the benefit of (or to secure) First Lien Obligations in an aggregate principal amount not to exceed $19.0 billion at any time outstanding; |
(5) | Liens with respect to Specified Obligations that do not exceed 15% of Consolidated Net Tangible Assets determined on a Pro Forma Basis for the most recently ended Test Period; and |
(6) | Liens to secure any modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement (or successive refinancing, refunding, restatement, exchange, extensions, renewals or replacements) as a whole, or in part, of any Specified Indebtedness secured by any Lien included or incorporated by reference in this definition of “Permitted Post-IG Event Election Liens” (including any accrued but unpaid interest thereon and any dividend, premium (including tender premiums), defeasance costs, underwriting discounts and any fees, costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement); provided, however, that: |
(a) | the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property and assets and proceeds or distributions of such property and assets and improvements and accessions thereto); and |
(b) | the Specified Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount, of the Specified Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and (y) an amount necessary to pay accrued and unpaid interest, any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge. |
(1) | payments to Parent to permit Parent to pay reasonable accounting, legal, investment banking fees and administrative expenses of Parent when due; and |
(2) | for so long as the Issuer is a member of a group filing a consolidated or combined tax return with Parent, payments to Parent in respect of an allocable portion of the tax liabilities of such group that is attributable to the Issuer and its Subsidiaries (“Tax Payments”). The Tax Payments shall not exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that the Issuer would owe if the Issuer were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Issuer and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that Parent actually owes to the appropriate taxing authority. |
(1) | the principal amount or, in the case of Disqualified Stock or Preferred Stock, liquidation preference, of the Indebtedness, Disqualified Stock or Preferred Stock so Refinanced (plus, in the case of Indebtedness, the amount of accrued interest and premium, if any paid in connection therewith), and |
(2) | if the Indebtedness being Refinanced was issued with any original issue discount, the accreted value of such Indebtedness (as determined in accordance with GAAP) at the time of such Refinancing; |
(1) | such Indebtedness, Disqualified Stock or Preferred Stock has a final maturity date or redemption date, as applicable, later than the final maturity date or redemption date, as applicable, of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced; |
(2) | if the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced is contractually subordinated in right of payment to the Notes, such Indebtedness, Disqualified Stock or Preferred Stock is contractually subordinated in right of payment to, the Notes, on terms at least as favorable to the holders of Notes as those contained in the documentation governing the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced at the time of the Refinancing; and |
(3) | such Indebtedness or Disqualified Stock is incurred or issued by the Issuer or such Indebtedness, Disqualified Stock or Preferred Stock is incurred or issued by the Restricted Subsidiary who is the obligor on the Indebtedness being Refinanced or the issuer of the Disqualified Stock or Preferred Stock being Refinanced, or a Restricted Subsidiary of such obligor or issuer. |
(1) | pro forma effect shall be given to any transaction (including giving pro forma effect to any related financing transactions and the application of proceeds of any asset disposition) that has been made by any Person that has become a Subsidiary of the Issuer or has been merged with or into the Issuer or any Subsidiary of the Issuer during the relevant Test Period or subsequent to such period but on or prior to the date on which compliance is to be evaluated and that would have constituted a Pro Forma Transaction had such transactions occurred when such Person was a Subsidiary of the Issuer, as if such transaction was a Pro Forma Transaction that occurred on the first day of such relevant Test Period; and |
(2) | such pro forma effect shall be determined in good faith on a reasonable basis by a responsible financial or accounting officer of the specified Person, whose determination shall be conclusive, as if the subject transaction(s) had occurred on the first day of the four-quarter reference period and Specified Consolidated Cash Flow for such reference period shall be calculated without giving effect to clause (3) of the proviso set forth in the definition of Specified Consolidated Net Income. |
(1) | United States dollars, pounds sterling, euros, Canadian dollars, Swiss francs, the national currency of any member state of the European Union or any other foreign currencies held by the Issuer and its Subsidiaries from time to time in the ordinary course of business; |
(2) | securities issued or directly and fully guaranteed or insured by the government of the United States of America, Canada, the United Kingdom, Switzerland or any country that is a member of the European Union or any agency or instrumentality thereof (provided that the full faith and credit of the United States, Canada, the United Kingdom, Switzerland or the relevant member state of the European Union, as the case may be, is pledged in support of those securities) having maturities of not more than two years from the date of acquisition; |
(3) | demand deposits, certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $250.0 million, in the case of U.S. banks, and $100.0 million (or the foreign currency equivalent thereof), in the case of non-U.S. banks; |
(4) | repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; |
(5) | commercial paper having one of the two highest ratings obtainable from a Rating Agency at the date of acquisition and, in each case, maturing within one year after the date of acquisition; |
(6) | securities issued and fully guaranteed by any state, commonwealth or territory of the United States, Canada, any country that is a member of the European Union, the United Kingdom or Switzerland or by any political subdivision or agency or instrumentality of the foregoing, rated at least “A” (or the equivalent thereof) by a Rating Agency at the date of acquisition and having maturities of not more than two years after the date of acquisition; |
(7) | auction rate securities rated at least “AA-” or “Aa3” (or the equivalent thereof) by a Rating Agency at the time of purchase and with reset dates of one year or less from the time of purchase; |
(8) | investments, classified in accordance with GAAP as current assets of the Issuer or any of its Subsidiaries, in money market funds, mutual funds or investment programs registered under the Investment Company Act of 1940, at least 90% of the portfolios of which constitute investments of the character, quality and maturity described in clauses (1) through (7) of this definition; |
(9) | any substantially similar investment to the kinds described in clauses (1) through (7) of this definition rated at least “P-2” by Moody’s or “A-2” by S&P or the equivalent thereof; and |
(10) | deposits or payments made to the FCC in connection with the auction or licensing of Governmental Authorizations that are fully refundable. |
(1) | provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Specified Consolidated Net Income; plus |
(2) | the Specified Consolidated Interest Expense of such Person and its Subsidiaries for such period, to the extent that such Specified Consolidated Interest Expense was deducted in computing such Specified Consolidated Net Income; plus |
(3) | depreciation, amortization (including non-cash impairment charges and any write-off or write-down or amortization of intangibles) and other non-cash expenses or charges (excluding any such non-cash expense to the extent that it represents an ordinary course accrual of or reserve for cash expenses in any future |
(4) | any nonrecurring or unusual gains or losses or income, expenses or charges (including all fees and expenses relating thereto), including (a) any fees, expenses and costs relating to any Permitted Tower Financing or any Permitted Spectrum Financing, (b) any fees, expenses (including legal and professional expenses) or charges (not covered under sub-clause (d) below) related to any sale or offering of Equity Interests of such Person or Parent or any investment, acquisition, disposition, dividend, distribution, return of capital, recapitalization or the incurrence of any Specified Indebtedness, including refinancing thereof or the offering, amendment or modification of any debt instrument, including the offering, any amendment or other modification of the Existing Sprint Unsecured Notes, the Existing T-Mobile Unsecured Notes described in clauses (i)-(xvii) of the definition thereof in the case of the 2026 Notes, or clauses (i)-(xx) thereof in the case of the 2029 Notes or the 2031 Notes and the notes issued from time to time under the Base Indenture (in each case, whether or not successful and whether or not incurred prior to the Series Issue Date), (c) any premium, penalty or fee paid in relation to any repayment, prepayment or repurchase of Specified Indebtedness, (d) any fees or expenses relating to the Sprint Transactions and the transactions contemplated in the Credit Agreement or the Bridge Credit Agreement, including any fees, expenses or charges related to any incurrence, issuance or offering of incremental facilities, replacement facilities, extension facilities or incremental equivalent debt, or any amendment or modification of the Credit Agreement, the Bridge Credit Agreement, any other loan document executed and delivered in connection with the Credit Agreement or the Bridge Credit Agreement or any documentation governing incremental equivalent debt (in each case, whether or not successful) and (e) restructuring charges, integration costs (including retention, relocation and contract termination costs) and related costs and charges, and costs in connection with strategic initiatives, transition costs and information systems-related costs (including non-recurring employee bonuses in connection therewith and non-recurring product and intellectual property development costs); plus |
(5) | losses or discounts on sales of Permitted Receivables Financing Assets in connection with any Permitted Receivables Financing; plus |
(6) | [reserved]; plus |
(7) | the “run rate” expected cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and expenses and synergies that are reasonably identifiable, factually supportable and expected in good faith to be realized as a result of actions with respect to which substantial steps have been taken, will be, or are expected in good faith to be, taken within 24 months after the date of any acquisition, disposition, divestiture, restructuring, other operational changes or the implementation of a cost savings or other similar initiative, as applicable (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and expenses and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and expenses and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such actions or substantial steps have been, will be or are expected to be taken within 24 months after (x) if such cost savings, expense reductions, charge, expense, acquisition, divestiture, restructuring or initiative is initiated on or prior to the date of the consummation of the Sprint Merger, the date of the consummation of the Sprint Merger or (y) if such cost savings, expense reductions, charge, expense, acquisition, divestiture, restructuring, other operational changes or initiative is initiated after the date of the consummation of the Sprint Merger, the date on which such cost savings, expense reductions, charge, expense, acquisition, divestiture, restructuring other operational changes or initiative is initiated and (B) no cost savings, operating expense reductions, restructuring charges and expense or synergies shall be added pursuant to this defined term to the extent duplicative of any expenses or charges otherwise added to Specified Consolidated Cash Flow, whether through a pro forma adjustment or otherwise, for such period (which adjustments may be incremental to pro forma adjustments made pursuant to the definition of “Debt to Cash Flow Ratio”); plus |
(8) | in addition to (but not in duplication of) clause (7) above, the “run rate” expected cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and expenses and |
(9) | non-cash items increasing such Specified Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP. |
(1) | the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including amortization of debt issuance costs or original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Financing Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of payments (if any) pursuant to Hedging Obligations); plus |
(2) | [reserved]; plus |
(3) | any interest expense on that portion of Specified Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries (whether or not such Specified Guarantee or Lien is called upon); plus |
(4) | the product of (a) all dividend payments on any series of Preferred Stock of such Person or any of its Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined U.S. federal, state and local statutory tax rate of such Person, expressed as a decimal; |
(1) | the positive Specified Net Income of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Subsidiary of the Person; |
(2) | [reserved]; |
(3) | the effect of a change in accounting principles or in the application thereof (including any change to IFRS and any cumulative effect adjustment), in each case, will be excluded; |
(4) | unrealized losses and gains attributable to Hedging Obligations, including those resulting from the application of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815, will be excluded; |
(5) | any non-cash compensation charge or expense realized from grants of stock, stock appreciation or similar rights, stock option or other rights to officers, directors and employees, will be excluded; |
(6) | all extraordinary, unusual or non-recurring charges, gains and losses including, without limitation, all restructuring costs, severance costs, one-time compensation charges, transition costs, facilities consolidation, closing or relocation costs, costs incurred in connection with any acquisition (including the Sprint Business Combination) prior to or after the date of the consummation of the Sprint Merger (including integration costs), including all fees, commissions, expenses and other similar charges of accountants, attorneys, brokers and other financial advisors related thereto and cash severance payments made in connection with acquisitions, and any expense or charge related to the repurchase of Capital Stock or warrants or options to purchase Capital Stock, shall be excluded; |
(7) | any fees and expenses, including prepayment premiums and similar amounts, incurred during such period, or any amortization thereof for such period, in connection with any equity issuance, acquisition, disposition, recapitalization, Specified Investment, asset sale, issuance or repayment of Specified Indebtedness (including any issuance of Notes), financing transaction or amendment or modification of any debt instrument (including, in each case, any such transaction undertaken but not completed), shall be excluded; |
(8) | any gains and losses from any early extinguishment of Specified Indebtedness shall be excluded; |
(9) | any gains and losses from any redemption or repurchase premiums paid with respect to Specified Indebtedness shall be excluded; and |
(10) | any write-off or amortization of deferred financing costs (including the amortization of original issue discount) associated with Specified Indebtedness shall be excluded. |
(1) | any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent: |
(a) | in respect of borrowed money; |
(b) | evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); |
(c) | in respect of banker’s acceptances; |
(d) | representing Financing Lease Obligations; |
(e) | representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any such balance that constitutes an accrued expense or a trade payable or escrow for obligations, including indemnity obligations; or |
(f) | representing any Hedging Obligations; and |
(2) | any financial liabilities recorded in respect of the upfront proceeds received in connection with the Specified Towers Transactions, |
(a) | the accreted value of the Specified Indebtedness, in the case of any Specified Indebtedness issued with original issue discount; |
(b) | in the case of Hedging Obligations, the termination value of the agreement or arrangement giving rise to such obligations that would be payable (giving effect to netting) by such Person at such time; |
(c) | the principal amount of the Specified Indebtedness, in the case of any other Specified Indebtedness; and |
(d) | in respect of Specified Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: |
(i) | the Specified Fair Market Value of such assets at the date of determination; and |
(ii) | the amount of the Specified Indebtedness of the other Person. |
(A) | prior to the occurrence of an Investment Grade Event Election, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Specified Guarantees), advances (excluding commission, travel, entertainment, drawing accounts and similar advances to directors, officers and employees made in the ordinary course of business and excluding the purchase of assets, equipment, property or accounts receivables created or acquired in the ordinary course of business) or capital contributions, and purchases or other acquisitions for consideration of Specified Indebtedness, Equity Interests or other securities. If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer will be deemed to have made a Specified Investment on the date of any such sale or disposition equal to the Specified Fair Market Value of the Issuer’s Specified Investments in such Restricted Subsidiary. Except as otherwise provided in the Indenture, the amount of a Specified Investment will be determined at the time the Specified Investment is made and without giving effect to subsequent changes in value; and |
(B) | following the occurrence of an Investment Grade Event Election, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Specified Guarantees), advances (excluding commission, travel, entertainment, drawing accounts and similar advances to directors, officers and employees made in the ordinary course of business and excluding the purchase of assets, equipment, property or accounts receivables created or acquired in the ordinary course of business) or capital contributions, and purchases or other acquisitions for consideration of Specified Indebtedness, Equity Interests or other securities. If the Issuer or any of its Wholly-Owned Subsidiaries that are “Restricted Subsidiaries” under the Credit Agreement sells or otherwise disposes of any Capital Stock of any direct or indirect Wholly-Owned Subsidiary that is a “Restricted Subsidiary” under the Credit Agreement such that, after giving effect to any such sale or disposition, such Person is no longer a “Restricted Subsidiary” under the Credit Agreement, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the Specified Fair Market Value of the |
(1) | any gain (or loss), together with any related provision for taxes on such gain (or loss) realized in connection with: (a) dispositions of assets (other than in the ordinary course of business); or (b) the extinguishment of any Specified Indebtedness of such Person or any of its Subsidiaries; and |
(2) | any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss). |
(1) | with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes of the applicable series; and |
(2) | with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to such Guarantor’s Guarantee of the Notes of the applicable series. |
(1) | any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and |
(2) | any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). |
(1) | with respect to the 2026 Notes and any redemption date, the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published (or the relevant information is no longer |
(2) | with respect to the 2029 Notes and any redemption date, the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published (or the relevant information is no longer published therein), any publicly available source of similar market data)) most nearly equal to the period from such redemption date to April 15, 2024; provided, however, that if the period from such redemption date to April 15, 2024 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. The Issuer will (1) calculate the Treasury Rate on the third business day preceding the applicable redemption date and (2) prior to such redemption date file with the Trustee an officers’ certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail; and |
(3) | with respect to the 2031 Notes and any redemption date, the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published (or the relevant information is no longer published therein), any publicly available source of similar market data)) most nearly equal to the period from such redemption date to April 15, 2026; provided, however, that if the period from such redemption date to April 15, 2026 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. The Issuer will (1) calculate the Treasury Rate on the third business day preceding the applicable redemption date and (2) prior to such redemption date file with the Trustee an officers’ certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail. |
(1) | such Subsidiary does not hold any Liens on any property of Parent, the Issuer or any of its Restricted Subsidiaries; and |
(2) | such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent that such guarantee or credit support would be released upon such designation. |
(1) | the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by |
(2) | the then outstanding principal amount of such Indebtedness. |
Series | | | Principal Amount as of December 31, 2021(1)(2) | | | Interest Payment Dates | | | Maturity | | | Earliest Optional Redemption | | | Optional Redemption with Equity Proceeds |
4.000% Senior Notes due 2022 | | | $500,000,000(1) | | | 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(1) | | | April 15 and October 15 | | | April 15, 2022 | | | March 16, 2022 | | | Not applicable |
2.250% Senior Notes due 2026 | | | $1,800,000,000 | | | February 15 and August 15 | | | February 15, 2026 | | | February 15, 2023 | | | Prior to February 15, 2023, up to 40% |
2.625% Senior Notes due 2026 | | | $1,200,000,000 | | | April 15 and October 15 | | | April 15, 2026 | | | April 15, 2023 | | | Prior to April 15, 2023, up to 40% |
5.375% Senior Notes due 2027 | | | $500,000,000 | | | April 15 and October 15 | | | April 15, 2027 | | | April 15, 2022 | | | Not applicable |
5.375% Senior Notes due 2027-1 held by Deutsche Telekom | | | $1,250,000,000(2) | | | April 15 and October 15 | | | April 15, 2022(3) | | | April 15, 2022 | | | Not applicable |
4.750% Senior Notes due 2028 | | | $1,500,000,000 | | | February 1 and August 1 | | | February 1, 2028 | | | February 1, 2023 | | | Not applicable |
4.750% Senior Notes due 2028-1 held by Deutsche Telekom | | | $1,500,000,000 | | | February 1 and August 1 | | | February 1, 2028 | | | February 1, 2023 | | | Not applicable |
2.625% Senior Notes due 2029 | | | $1,000,000,000 | | | February 15 and August 15 | | | February 15, 2029 | | | February 15, 2024 | | | Prior to February 15, 2024, up to 40% |
3.375% Senior Notes due 2029 | | | $2,350,000,000 | | | April 15 and October 15 | | | April 15, 2029 | | | April 15, 2024 | | | Prior to April 15, 2024, up to 40% |
2.875% Senior Notes due 2031 | | | $1,000,000,000 | | | February 15 and August 15 | | | February 15, 2031 | | | February 15, 2026 | | | Prior to February 15, 2024, up to 40% |
3.500% Senior Notes due 2031 | | | $2,450,000,000 | | | April 15 and October 15 | | | April 15, 2031 | | | April 15, 2026 | | | Prior to April 15, 2024, up to 40% |
TOTAL | | | $16,050,000,000 | | | | | | | | |
(1) | The 4.000% Senior Notes due 2022 and 4.000% Senior Notes due 2022-1 were redeemed in full on March 16, 2022 and are no longer outstanding. |
(2) | The 5.375% Senior Notes due 2027-1 were repaid in full at maturity on April 15, 2022 and are no longer outstanding. |
(3) | Gives effect to the amended maturity date specified in the Financing Matters Agreement, dated as of April 29, 2018 between T-Mobile USA and Deutsche Telekom. |
Series | | | Principal Amount as of December 31, 2021 | | | Interest Payment Dates | | | Maturity |
3.500% Senior Secured Notes due 2025 | | | $3,000,000,000 | | | April 15 and October 15 | | | April 15, 2025 |
1.500% Senior Secured Notes due 2026 | | | $1,000,000,000 | | | February 15 and August 15 | | | February 15, 2026 |
3.750% Senior Secured Notes due 2027 | | | $4,000,000,000 | | | April 15 and October 15 | | | April 15, 2027 |
2.050% Senior Secured Notes due 2028 | | | $1,750,000,000 | | | February 15 and August 15 | | | February 15, 2028 |
2.400% Senior Secured Notes due 2029 | | | $500,000,000 | | | March 15 and September 15 | | | March 15, 2029 |
3.875% Senior Secured Notes due 2030 | | | $7,000,000,000 | | | April 15 and October 15 | | | April 15, 2030 |
2.550% Senior Secured Notes due 2031 | | | $2,500,000,000 | | | February 15 and August 15 | | | February 15, 2031 |
2.250% Senior Secured Notes due 2031 | | | $1,000,000,000 | | | May 15 and November 15 | | | November 15, 2031 |
2.700% Senior Secured Notes due 2032 | | | $1,000,000,000 | | | March 15 and September 15 | | | March 15, 2032 |
4.375% Senior Secured Notes due 2040 | | | $2,000,000,000 | | | April 15 and October 15 | | | April 15, 2040 |
3.000% Senior Secured Notes due 2041 | | | $2,500,000,000 | | | February 15 and August 15 | | | February 15, 2041 |
4.500% Senior Secured Notes due 2050 | | | $3,000,000,000 | | | April 15 and October 15 | | | April 15, 2050 |
3.300% Senior Secured Notes due 2051 | | | $3,000,000,000 | | | February 15 and August 15 | | | February 15, 2051 |
3.400% Senior Secured Notes due 2052 | | | $2,800,000,000 | | | April 15 and October 15 | | | October 15, 2052 |
3.600% Senior Secured Notes due 2060 | | | $1,700,000,000 | | | May 15 and November 15 | | | November 15, 2060 |
TOTAL | | | $36,750,000,000 | | | | |
Series | | | Principal Amount as of December 31, 2021 | | | Interest Payment Dates | | | Maturity |
Sprint Capital Corporation notes | | | | | | | |||
6.875% senior notes due 2028 | | | $2,475,000,000 | | | May 15 and November 15 | | | November 15, 2028 |
8.750% senior notes due 2032 | | | $2,000,000,000 | | | March 15 and September 15 | | | March 15, 2032 |
Sprint Communications LLC notes | | | | | | | |||
6.000% senior notes due 2022 | | | $2,280,000,000 | | | May 15 and November 15 | | | November 15, 2022 |
Sprint LLC notes | | | | | | | |||
7.875% senior notes due 2023 | | | $4,250,000,000 | | | March 15 and September 15 | | | September 15, 2023 |
7.125% senior notes due 2024 | | | $2,500,000,000 | | | June 15 and December 15 | | | June 15, 2024 |
7.625% senior notes due 2025 | | | $1,500,000,000 | | | February 15 and August 15 | | | February 15, 2025 |
7.625% senior notes due 2026 | | | $1,500,000,000 | | | March 1 and September 1 | | | March 1, 2026 |
TOTAL | | | $16,505,000,000 | | | | |
Tranche | | | Principal Amount as of December 31, 2021 | | | Payment Dates | | | Interest- Only Payments | | | Amortizing Principal Payments | | | Anticipated Repayment Date |
Series 2018-1 4.738% Senior Secured Notes, Class A-1 | | | $1,706,250,000 | | | 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 |
TOTAL | | | $3,543,750,000 | | | | | | | | |
• | our affiliate within the meaning of Rule 405 under the Securities Act; or |
• | a broker-dealer that acquired Original Notes as a result of market-making or other trading activities. |
• | Parent’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 11, 2022; |
• | Parent’s Proxy Statement on Schedule 14A filed with the SEC on April 21, 2021, to the extent specifically incorporated by reference into Part III of Parent’s Annual Report on Form 10-K for the year ended December 31, 2020; and |
• | Parent’s Current Reports on Form 8-K filed with the SEC on April 15, 2022 and April 22, 2022. |
Item 20. | Indemnification of Directors and Officers |
Item 21. | Exhibits and Financial Statement Schedules |
Exhibit No. | | | Exhibit Description |
| | Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V. and SoftBank Group Corp. (incorporated by reference to Exhibit 2.1 to Parent’s Current Report on Form 8-K filed with the SEC on April 30, 2018). | |
| | Amendment No. 1, dated as of July 26, 2019, to the Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V., and SoftBank Group Corp. (incorporated by reference to Exhibit 2.2 to Parent’s Current Report on Form 8-K filed with the SEC on July 26, 2019). | |
| | Amendment No. 2, dated as of February 20, 2020, to the Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V., and SoftBank Group Corp., as amended (incorporated by reference to Exhibit 2.1 to Parent’s Current Report on Form 8-K filed with the SEC on February 20, 2020). | |
| | Asset Purchase Agreement, dated as of July 26, 2019, by and among T-Mobile US, Inc., Sprint Corporation and DISH Network Corporation (incorporated by reference to Exhibit 2.1 to Parent’s Current Report on Form 8-K filed with the SEC on July 26, 2019). | |
| | First Amendment, dated as of June 17, 2020, to the Asset Purchase Agreement, dated as of July 26, 2019, by and among T-Mobile US, Inc., Sprint Corporation and DISH Network Corporation (incorporated by reference to Exhibit 2.1 to Parent’s Current Report on Form 8-K filed with the SEC on June 17, 2020 at 4:46 p.m. Eastern time). | |
| | Asset Purchase Agreement, dated as of May 28, 2021, by and between T-Mobile USA, Inc. and Shenandoah Telecommunications Company (incorporated by reference to Exhibit 2.1 to Parent’s Current Report on Form 8-K filed with the SEC on June 1, 2021). | |
| | Amendment No. 1 to Asset Purchase Agreement, dated as of July 1, 2021, by and between T-Mobile USA, Inc. and Shenandoah Telecommunications Company (incorporated by reference to Exhibit 2.2 to Parent’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2021). | |
| | Fifth Amended and Restated Certificate of Incorporation of T-Mobile US, Inc. (incorporated by reference to Exhibit 3.1 to Parent’s Current Report on Form 8-K filed with the SEC on April 1, 2020). | |
| | Seventh Amended and Restated Bylaws of T-Mobile US, Inc. (incorporated by reference to Exhibit 3.2 to Parent’s Current Report on Form 8-K filed with the SEC on April 1, 2020). |
Exhibit No. | | | Exhibit Description |
| | Amended and Restated Certificate of Incorporation of T-Mobile USA, Inc. (incorporated by reference to Exhibit 3.3 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 22, 2022). | |
| | Amended and Restated Bylaws of T-Mobile USA, Inc. (incorporated by reference to Exhibit 3.4 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of American Telecasting of Green Bay, LLC, as amended (incorporated by reference to Exhibit 3.19 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of American Telecasting of Green Bay, LLC, as amended (incorporated by reference to Exhibit 3.20 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of American Telecasting of Redding, LLC, as amended (incorporated by reference to Exhibit 3.35 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of American Telecasting of Redding, LLC, as amended (incorporated by reference to Exhibit 3.36 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of American Telecasting of Seattle, LLC, as amended (incorporated by reference to Exhibit 3.39 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of American Telecasting of Seattle, LLC, as amended (incorporated by reference to Exhibit 3.40 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of American Telecasting of Yuba City, LLC, as amended (incorporated by reference to Exhibit 3.43 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of American Telecasting of Yuba City, LLC, as amended (incorporated by reference to Exhibit 3.44 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of APC Realty and Equipment Company, LLC, as amended (incorporated by reference to Exhibit 3.45 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of APC Realty and Equipment Company, LLC (incorporated by reference to Exhibit 3.14 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 22, 2022). | |
| | Certificate of Formation of Assurance Wireless of South Carolina, LLC (incorporated by reference to Exhibit 3.15 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 22, 2022). | |
| | Operating Agreement of Assurance Wireless of South Carolina, LLC (incorporated by reference to Exhibit 3.48 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Certificate of Limited Partnership of Assurance Wireless USA, L.P. (incorporated by reference to Exhibit 3.49 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Partnership Agreement of Assurance Wireless USA, L.P. (f/k/a Virgin Mobile USA, L.P.) (incorporated by reference to Exhibit 3.50 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of ATI Sub, LLC (incorporated by reference to Exhibit 3.51 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of ATI Sub, LLC, as amended (incorporated by reference to Exhibit 3.52 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of Broadcast Cable, LLC, as amended (incorporated by reference to Exhibit 3.55 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Limited Liability Company Agreement of Broadcast Cable, LLC (incorporated by reference to Exhibit 3.22 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 22, 2022). |
Exhibit No. | | | Exhibit Description |
| | Articles of Organization of Clear Wireless LLC, as amended (incorporated by reference to Exhibit 3.57 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Clear Wireless LLC (incorporated by reference to Exhibit 3.58 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amendment to the Limited Liability Company Agreement of Clear Wireless LLC (incorporated by reference to Exhibit 3.57 to the Parent’s Registration Statement on Form S-4 filed with the SEC on March 30, 2021). | |
| | Certificate of Formation of Clearwire Communications LLC, as amended (incorporated by reference to Exhibit 3.59 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Second Amended and Restated Operating Agreement of Clearwire Communications LLC (incorporated by reference to Exhibit 3.60 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Organization of Clearwire Hawaii Partners Spectrum, LLC (incorporated by reference to Exhibit 3.61 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Clearwire Hawaii Partners Spectrum, LLC (incorporated by reference to Exhibit 3.62 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amendment to Limited Liability Company Agreement of Clearwire Hawaii Partners Spectrum, LLC (incorporated by reference to Exhibit 3.62 to Parent’s Registration Statement on Form S-4 filed with the SEC on March 30, 2021). | |
| | Articles of Organization of Clearwire IP Holdings LLC (incorporated by reference to Exhibit 3.63 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Clearwire IP Holdings LLC (incorporated by reference to Exhibit 3.64 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of Clearwire Legacy LLC, as amended (incorporated by reference to Exhibit 3.65 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Clearwire Legacy LLC (f/k/a Clearwire MergerSub LLC) (incorporated by reference to Exhibit 3.66 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Organization of Clearwire Spectrum Holdings II LLC, as amended (incorporated by reference to Exhibit 3.67 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Clearwire Spectrum Holdings II LLC (incorporated by reference to Exhibit 3.68 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amendment to the Limited Liability Company Agreement of Clearwire Spectrum Holdings II LLC (incorporated by reference to Exhibit 3.69 to Parent’s Registration Statement on Form S-4 filed with the SEC on March 30, 2021). | |
| | Articles of Organization of Clearwire Spectrum Holdings III LLC, as amended (incorporated by reference to Exhibit 3.69 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Clearwire Spectrum Holdings III LLC (incorporated by reference to Exhibit 3.70 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Organization of Clearwire Spectrum Holdings LLC (incorporated by reference to Exhibit 3.71 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Clearwire Spectrum Holdings LLC (incorporated by reference to Exhibit 3.72 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amendment to the Limited Liability Company Agreement of Clearwire Spectrum Holdings LLC (incorporated by reference to Exhibit 3.74 to Parent’s Registration Statement on Form S-4 filed with the SEC on March 30, 2021). | |
| | Certificate of Formation of Clearwire XOHM LLC, as amended (incorporated by reference to Exhibit 3.73 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). |
Exhibit No. | | | Exhibit Description |
| | Limited Liability Company Agreement of Clearwire XOHM LLC (f/k/a SX Sub, LLC) (incorporated by reference to Exhibit 3.74 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of Fixed Wireless Holdings, LLC, as amended (incorporated by reference to Exhibit 3.75 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Fixed Wireless Holdings, LLC (incorporated by reference to Exhibit 3.76 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of IBSV LLC (incorporated by reference to Exhibit 3.5 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Certificate of Amendment of IBSV LLC (incorporated by reference to Exhibit 3.81 to Parent’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, filed on September 3, 2014). | |
| | Limited Liability Company Agreement of IBSV LLC (f/k/a GSV LLC) (incorporated by reference to Exhibit 3.6 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS California, LLC, as amended (incorporated by reference to Exhibit 3.55 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of MetroPCS California, LLC (incorporated by reference to Exhibit 3.56 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS Florida, LLC (incorporated by reference to Exhibit 3.57 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of MetroPCS Florida, LLC (incorporated by reference to Exhibit 3.58 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS Georgia, LLC (incorporated by reference to Exhibit 3.59 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of MetroPCS Georgia, LLC (incorporated by reference to Exhibit 3.60 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS Massachusetts, LLC (incorporated by reference to Exhibit 3.61 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of MetroPCS Massachusetts, LLC (incorporated by reference to Exhibit 3.62 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS Michigan, LLC (incorporated by reference to Exhibit 3.63 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Agreement of MetroPCS Michigan, LLC (incorporated by reference to Exhibit 3.64 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS Nevada, LLC (incorporated by reference to Exhibit 3.65 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of MetroPCS Nevada, LLC (incorporated by reference to Exhibit 3.66 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS New York, LLC (incorporated by reference to Exhibit 3.67 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of MetroPCS New York, LLC (incorporated by reference to Exhibit 3.68 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS Pennsylvania, LLC (incorporated by reference to Exhibit 3.69 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of MetroPCS Pennsylvania, LLC (incorporated by reference to Exhibit 3.70 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). |
Exhibit No. | | | Exhibit Description |
| | Certificate of Formation of MetroPCS Texas, LLC (incorporated by reference to Exhibit 3.71 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Second Amended and Restated Limited Liability Company Agreement of MetroPCS Texas, LLC (incorporated by reference to Exhibit 3.72 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of Nextel Retail Stores, LLC (incorporated by reference to Exhibit 3.138 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Nextel Retail Stores, LLC (incorporated by reference to Exhibit 3.139 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Certificate of Incorporation of Nextel South Corp., as amended (incorporated by reference to Exhibit 3.140 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | By-Laws of Nextel South Corp. (f/k/a Dial Call, Inc.) (incorporated by reference to Exhibit 3.141 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of Nextel Systems, LLC (incorporated by reference to Exhibit 3.142 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Operating Agreement of Nextel Systems, LLC (incorporated by reference to Exhibit 3.143 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Incorporation of Nextel West Corp., as amended (incorporated by reference to Exhibit 3.144 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Bylaws of Nextel West Corp. (incorporated by reference to Exhibit 3.145 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of NSAC, LLC, as amended (incorporated by reference to Exhibit 3.146 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Limited Liability Company Agreement of NSAC, LLC (incorporated by reference to Exhibit 3.77 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 22, 2022). | |
| | Certificate of Formation of PCTV Gold II, LLC (incorporated by reference to Exhibit 3.148 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Limited Liability Company Agreement of PCTV Gold II, LLC, as amended (incorporated by reference to Exhibit 3.149 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of People’s Choice TV of Houston, LLC (incorporated by reference to Exhibit 3.152 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of People’s Choice TV of Houston, LLC, as amended (incorporated by reference to Exhibit 3.153 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of PRWireless PR, LLC (incorporated by reference to Exhibit 3.156 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of PRWireless PR, LLC (incorporated by reference to Exhibit 3.157 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of PushSpring, LLC (incorporated by reference to Exhibit 3.84 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 22, 2022). | |
| | Limited Liability Company Agreement of PushSpring, LLC (incorporated by reference to Exhibit 3.85 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 22, 2022). | |
| | Articles of Incorporation of SIHI New Zealand Holdco, Inc., as amended (incorporated by reference to Exhibit 3.164 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of SIHI New Zealand Holdco, Inc. (incorporated by reference to Exhibit 3.165 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Incorporation of Sprint Capital Corporation, as amended (incorporated by reference to Exhibit 3.174 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). |
Exhibit No. | | | Exhibit Description |
| | Bylaws of Sprint Capital Corporation (incorporated by reference to Exhibit 3.175 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Organization of Sprint Communications LLC (incorporated by reference to Exhibit 3.90 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 22, 2022). | |
| | Limited Liability Company Agreement of Sprint Communications LLC (incorporated by reference to Exhibit 3.91 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 22, 2022). | |
| | Certificate of Limited Partnership of Sprint Communications Company L.P., as amended (incorporated by reference to Exhibit 3.174 to Parent’s Registration Statement on Form S-4 filed with the SEC on March 30, 2021). | |
| | Amended and Restated Agreement of Limited Partnership of Sprint Communications Company L.P. (f/k/a US Sprint Communications Company Limited Partnership) (incorporated by reference to Exhibit 3.179 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Incorporation of Sprint Communications Company of New Hampshire, Inc., as amended (incorporated by reference to Exhibit 3.180 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of Sprint Communications Company of New Hampshire, Inc. (f/k/a US Sprint Communications Company of New Hampshire, Inc.), as amended (incorporated by reference to Exhibit 3.181 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Incorporation of Sprint Communications Company of Virginia, Inc., as amended (incorporated by reference to Exhibit 3.178 to Parent’s Registration Statement on Form S-4 filed with the SEC on March 30, 2021). | |
| | Bylaws of Sprint Communications Company of Virginia, Inc. (f/k/a U.S. Telephone of Virginia, Inc.), as amended (incorporated by reference to Exhibit 3.183 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of Sprint LLC (incorporated by reference to Exhibit 3.98 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 22, 2022). | |
| | Limited Liability Company Agreement of Sprint LLC (incorporated by reference to Exhibit 3.99 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 22, 2022). | |
| | Restated Certificate of Incorporation of Sprint International Communications Corporation, as amended (incorporated by reference to Exhibit 3.200 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of Sprint International Communications Corporation (f/k/a Telenet Communications Corporation), as amended (incorporated by reference to Exhibit 3.201 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Incorporation of Sprint International Holding, Inc., as amended (incorporated by reference to Exhibit 3.202 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of Sprint International Holding, Inc. (incorporated by reference to Exhibit 3.203 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Incorporation of Sprint International Incorporated, as amended (incorporated by reference to Exhibit 3.204 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of Sprint International Incorporated (f/k/a GTE Communications Network Systems Incorporated) (incorporated by reference to Exhibit 3.205 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of Sprint International Network Company LLC (incorporated by reference to Exhibit 3.206 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Operating Agreement of Sprint International Network Company LLC (incorporated by reference to Exhibit 3.207 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Certificate of Formation of Sprint PCS Assets, L.L.C. (incorporated by reference to Exhibit 3.208 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). |
Exhibit No. | | | Exhibit Description |
| | Operating Agreement of Sprint PCS Assets, L.L.C. (f/k/a Cox PCS Assets, L.L.C.) (incorporated by reference to Exhibit 3.209 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Incorporation of Sprint Solutions, Inc. (incorporated by reference to Exhibit 3.210 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of Sprint Solutions, Inc. (incorporated by reference to Exhibit 3.211 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of Sprint Spectrum LLC (incorporated by reference to Exhibit 3.196 to Amendment No. 1 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 21, 2021). | |
| | Limited Liability Company Agreement of Sprint Spectrum LLC (incorporated by reference to Exhibit 3.197 to Amendment No. 1 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 21, 2021). | |
| | Certificate of Formation of Sprint Spectrum Realty Company, LLC (incorporated by reference to Exhibit 3.216 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Operating Agreement of Sprint Spectrum Realty Company, LLC (incorporated by reference to Exhibit 3.217 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Incorporation of Sprint/United Management Company, as amended (incorporated by reference to Exhibit 3.218 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Bylaws of Sprint/United Management Company (incorporated by reference to Exhibit 3.219 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Organization of SprintCom LLC (incorporated by reference to Exhibit 3.118 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 22, 2022). | |
| | Limited Liability Company Agreement of SprintCom LLC (incorporated by reference to Exhibit 3.119 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 22, 2022). | |
| | Certificate of Formation of T-Mobile Central LLC, as amended (incorporated by reference to Exhibit 3.25 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Agreement of T-Mobile Central LLC (incorporated by reference to Exhibit 3.26 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of T-Mobile Financial LLC (incorporated by reference to Exhibit 3.79 to Parent’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, filed on September 3, 2014). | |
| | Limited Liability Company Agreement of T-Mobile Financial LLC (incorporated by reference to Exhibit 3.80 to Parent’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, filed on September 3, 2014). | |
| | Certificate of Formation of T-Mobile Innovations LLC (incorporated by reference to Exhibit 3.214 to Parent’s Registration Statement on Form S-4 filed with the SEC on March 30, 2021). | |
| | Limited Liability Company Agreement of T-Mobile Innovations LLC (incorporated by reference to Exhibit 3.215 to Parent’s Registration Statement on Form S-4 filed with the SEC on March 30, 2021). | |
| | Certificate of Formation of T-Mobile Leasing LLC (incorporated by reference to Exhibit 3.82 to Parent’s Post-Effective Amendment No. 2 to Registration Statement on Form S-3, filed on November 2, 2015). | |
| | Limited Liability Company Agreement of T-Mobile Leasing LLC (incorporated by reference to Exhibit 3.83 to Parent’s Post-Effective Amendment No. 2 to Registration Statement on Form S-3, filed on November 2, 2015). | |
| | Certificate of Formation of T-Mobile License LLC (incorporated by reference to Exhibit 3.27 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Agreement of T-Mobile License LLC (incorporated by reference to Exhibit 3.28 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of T-Mobile Northeast LLC (incorporated by reference to Exhibit 3.29 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Agreement of T-Mobile Northeast LLC (incorporated by reference to Exhibit 3.30 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). |
Exhibit No. | | | Exhibit Description |
| | Certificate of Formation of T-Mobile Puerto Rico Holdings LLC, as amended (incorporated by reference to Exhibit 3.33 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Agreement of T-Mobile Puerto Rico Holdings LLC (incorporated by reference to Exhibit 3.34 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of T-Mobile Puerto Rico LLC, as amended (incorporated by reference to Exhibit 3.35 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of T-Mobile Puerto Rico LLC (incorporated by reference to Exhibit 3.36 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of T-Mobile Resources LLC (incorporated by reference to Exhibit 3.228 to Parent’s Registration Statement on Form S-4 filed with the SEC on March 30, 2021). | |
| | Limited Liability Company Agreement of T-Mobile Resources LLC (incorporated by reference to Exhibit 3.229 to Parent’s Registration Statement on Form S-4 filed with the SEC on March 30, 2021). | |
| | Certificate of Formation of T-Mobile South LLC (incorporated by reference to Exhibit 3.39 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Agreement of T-Mobile South LLC (incorporated by reference to Exhibit 3.40 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of T-Mobile West LLC (incorporated by reference to Exhibit 3.43 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Agreement of T-Mobile West LLC (incorporated by reference to Exhibit 3.44 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of TDI Acquisition Sub, LLC (incorporated by reference to Exhibit 3.248 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of TDI Acquisition Sub, LLC, as amended (incorporated by reference to Exhibit 3.249 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of TMUS International LLC (f/k/a T-Mobile Subsidiary IV LLC) (incorporated by reference to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Amendment of TMUS International LLC (incorporated by reference to Exhibit 3.239 to Parent’s Registration Statement on Form S-4 filed with the SEC on March 30, 2021). | |
| | Amended and Restated Limited Liability Company Agreement of TMUS International LLC (incorporated by reference to Exhibit 3.240 to Parent’s Registration Statement on Form S-4 filed with the SEC on March 30, 2021). | |
| | Certificate of Formation of Transworld Telecom II, LLC (incorporated by reference to Exhibit 3.252 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Transworld Telecom II, LLC, as amended (incorporated by reference to Exhibit 3.253 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of TVN Ventures LLC (incorporated by reference to Exhibit 3.243 to Parent’s Registration Statement on Form S-4 filed with the SEC on March 30, 2021). | |
| | Limited Liability Company Agreement of TVN Ventures LLC (incorporated by reference to Exhibit 3.244 to Parent’s Registration Statement on Form S-4 filed with the SEC on March 30, 2021). | |
| | Articles of Incorporation of USST of Texas, Inc., as amended (incorporated by reference to Exhibit 3.256 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of USST of Texas, Inc. (incorporated by reference to Exhibit 3.257 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Organization of Utelcom LLC (incorporated by reference to Exhibit 3.258 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Operating Agreement of Utelcom LLC, as amended (incorporated by reference to Exhibit 3.259 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). |
Exhibit No. | | | Exhibit Description |
| | Certificate of Formation of VMU GP, LLC, as amended (incorporated by reference to Exhibit 3.262 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Limited Liability Company Agreement of VMU GP, LLC (incorporated by reference to Exhibit 3.263 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of WBS of America, LLC (incorporated by reference to Exhibit 3.264 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of WBS of America, LLC, as amended (incorporated by reference to Exhibit 3.265 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of WBSY Licensing, LLC (incorporated by reference to Exhibit 3.268 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Limited Liability Company Agreement of WBSY Licensing, LLC (incorporated by reference to Exhibit 3.160 to Parent’s Registration Statement on Form S-4 filed with the SEC on April 22, 2022). | |
| | Certificate of Incorporation of Wireline Leasing Co., Inc. (incorporated by reference to Exhibit 3.274 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of Wireline Leasing Co., Inc. (incorporated by reference to Exhibit 3.275 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Amendment to Certificate of Formation of IBSV LLC (incorporated by reference to Exhibit 3.276 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Indenture, dated as of April 28, 2013, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to Parent’s Current Report on Form 8-K filed with the SEC on May 2, 2013). | |
| | Eleventh Supplemental Indenture, dated as of May 1, 2013, among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Telekom Americas, as trustee (incorporated by reference to Exhibit 4.12 to Parent’s Current Report on Form 8-K filed with the SEC on May 2, 2013). | |
| | Sixteenth Supplemental Indenture, dated as of August 11, 2014, among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Telekom Americas, as trustee (incorporated by reference to Exhibit 4.3 to Parent’s Quarterly Report on Form 10-Q filed with the SEC on October 28, 2014). | |
| | Nineteenth Supplemental Indenture, dated as of September 28, 2015, among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Telekom Americas, as trustee (incorporated by reference to Exhibit 4.3 to Parent’s Quarterly Report on Form 10-Q filed with the SEC on October 27, 2015). | |
| | Forty-Third Supplemental Indenture, dated as of January 14, 2021, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.250% Senior Note due 2026 (incorporated by reference to Exhibit 4.2 to Parent’s Current Report on Form 8-K filed with the SEC on January 14, 2021). | |
| | Forty-Seventh Supplemental Indenture, dated as of March 23, 2021, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.375% Senior Note due 2029 (incorporated by reference to Exhibit 4.3 to Parent’s Current Report on Form 8-K filed with the SEC on March 23, 2021). | |
| | Forty-Eighth Supplemental Indenture, dated as of March 23, 2021, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.500% Senior Note due 2031 (incorporated by reference to Exhibit 4.4 to Parent’s Current Report on Form 8-K filed with the SEC on March 23, 2021). | |
| | Forty-Ninth Supplemental Indenture, dated as of March 30, 2021, among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Telekom Americas, as trustee (incorporated by reference to Exhibit 4.3 to Parent’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2021). | |
| | Registration Rights Agreement, dated as of May 13, 2021, by and among T-Mobile USA, Inc., the Initial Guarantors (as defined therein) and J.P. Morgan Securities LLC, as representative of the Initial Purchasers (as defined therein) (incorporated by reference to Exhibit 4.5 to Parent’s Current Report on Form 8-K filed with the SEC on May 13, 2021). |
Exhibit No. | | | Exhibit Description |
| | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP. | |
| | Opinion of Polsinelli PC. | |
| | Opinion of McLane Middleton Professional Association. | |
| | Master Agreement, dated as of September 28, 2012, among T-Mobile USA, Inc., Crown Castle International Corp., and certain T-Mobile and Crown subsidiaries (incorporated by reference to Exhibit 10.1 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | Amendment No. 1, dated as of November 30, 2012, to Master Agreement, dated as of November 30, 2012, among Crown Castle International Corp., and certain T-Mobile and Crown subsidiaries (incorporated by reference to Exhibit 10.2 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | Settlement and Amendment No. 2, dated as of May 8, 2014, to Master Agreement, dated as of November 2012, among Crown Castle International Corp., and certain T-Mobile and Crown subsidiaries (incorporated by reference to Exhibit 10.3 to Parent’s Annual Report on Form 10-K filed on February 7, 2019). | |
| | Master Prepaid Lease, dated as of November 30, 2012, by and among T-Mobile USA Tower LLC, T-Mobile West Tower LLC, T-Mobile USA, Inc. and CCTMO LLC (incorporated by reference to Exhibit 10.3 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc. and CCTMO LLC (incorporated by reference to Exhibit 10.4 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | First Amendment, dated as of November 30, 2012, to MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc. and CCTMO LLC (incorporated by reference to Exhibit 10.5 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | Second Amendment, dated as of October 31, 2014, to MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc. (incorporated by reference to Exhibit 10.7 to Parent’s Annual Report on Form 10-K filed on February 7, 2019). | |
| | Sale Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1 LLC and T3 Tower 2 LLC (incorporated by reference to Exhibit 10.6 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | First Amendment, dated as of November 30, 2012, to Sale Site Master Lease Agreement, dated as of November 30, 2012, by and Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1 LLC and T3 Tower 2 LLC (incorporated by reference to Exhibit 10.7 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | Second Amendment, dated as of October 31, 2014, to Sale Site Master Lease Agreement, dated as of November 30, 2012, by and Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1 LLC and T3 Tower 2 LLC (incorporated by reference to Exhibit 10.10 to Parent’s Annual Report on Form 10-K filed on February 7, 2019). |
Exhibit No. | | | Exhibit Description |
| | Settlement Technical Closing Agreement, dated as of October 1, 2014, among Crown Castle International Corp., and certain T-Mobile and Crown subsidiaries (incorporated by reference to Exhibit 10.11 to Parent’s Annual Report on Form 10-K filed on February 7, 2019). | |
| | Management Agreement, dated as of November 30, 2012, by and among Suncom Wireless Operating Company, L.L.C., Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Property Company, L.L.C., T-Mobile USA Tower LLC, T-Mobile West Tower LLC, CCTMO LLC, T3 Tower 1 LLC and T3 Tower 2 LLC (incorporated by reference to Exhibit 10.8 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | Second Amended and Restated Stockholders’ Agreement, dated as of June 22, 2020, by and among T-Mobile US, Inc., Deutsche Telekom AG and SoftBank Group Corp. (incorporated by reference to Exhibit 4.2 to Parent’s Registration Statement on Form S-3 filed on June 22, 2020). | |
| | Support Agreement, dated as of April 29, 2018, by and among SoftBank Group Corp., SoftBank Group Capital Limited, Starburst I, Inc., Galaxy Investment Holdings, Inc., T-Mobile US, Inc., and Deutsche Telekom AG (incorporated by reference to Exhibit 10.1 to Parent’s Current Report on Form 8-K filed on April 30, 2018). | |
| | Financing Matters Agreement, dated as of April 29, 2018, by and between T-Mobile USA, Inc. and Deutsche Telekom AG (incorporated by reference to Exhibit 10.3 to Parent’s Current Report on Form 8-K filed on April 30, 2018). | |
| | Letter Agreement, dated as of February 20, 2020, by and among T-Mobile US, Inc., Deutsche Telekom AG and SoftBank Group Corp. (incorporated by reference to Exhibit 10.1 to Parent’s Current Report on Form 8-K filed on February 20, 2020). | |
| | License Agreement dated as of April 30, 2013 by and between T-Mobile US, Inc. and Deutsche Telekom AG (incorporated by reference to Exhibit 10.2 to Parent’s Current Report on Form 8-K filed on May 2, 2013). | |
| | Supplemental Agreement, effective as of June 3, 2019, to the License Agreement, dated as of April 30, 2013, by and between T-Mobile US, Inc. and Deutsche Telekom AG (incorporated by reference to Exhibit 10.5 to Parent’s Quarterly Report on Form 10-Q filed on July 26, 2019). | |
| | Amendment No. 1, dated as of April 1, 2020, to the License Agreement, dated as of April 30, 2013, by and between T-Mobile US, Inc. and Deutsche Telekom AG (incorporated by reference to Exhibit 10.3 to Parent’s Current Report on Form 8-K filed on April 1, 2020). | |
| | Master Network Services Agreement, dated as of July 1, 2020, between T-Mobile USA, Inc., DISH Purchasing Corporation and solely for the purposes of Section 13, DISH Network Corporation (incorporated by reference to Exhibit 10.1 to Parent’s Quarterly Report on Form 10-Q filed on November 5, 2020). | |
| | License Purchase Agreement, dated as of July 1, 2020, by and between T-Mobile USA, Inc. and DISH Network Corporation (incorporated by reference to Exhibit 10.2 to Parent’s Quarterly Report on Form 10-Q filed on November 5, 2020). | |
| | First Amended and Restated Receivables Sale and Conveyancing Agreement, dated as of March 2, 2021, by and among T-Mobile West LLC, T-Mobile Central LLC, T-Mobile Northeast LLC and T-Mobile South LLC, as sellers, and T-Mobile PCS Holdings LLC, as purchaser (incorporated by reference to Exhibit 10.5 to Parent’s Quarterly Report on Form 10-Q filed on May 4, 2021) | |
| | First Amended and Restated Receivables Sale and Contribution Agreement, dated as of March 2, 2021, by and between T-Mobile PCS Holdings LLCS, as seller, and T-Mobile Airtime Funding LLC, as purchaser (incorporated by reference to Exhibit 10.6 to Parent’s Quarterly Report on Form 10-Q filed on May 4, 2021). |
Exhibit No. | | | Exhibit Description |
| | Fifth Amended and Restated Master Receivables Purchase Agreement, dated as of March 2, 2021, among T-Mobile Airtime Funding LLC, as transferor, T-Mobile PCS Holdings LLC, in its individual capacity and as servicer, T-Mobile US, Inc. and T-Mobile USA, Inc., as performance guarantors, Billing Gate One LLC, as outgoing purchaser, Landesbank Hessen-Thüringen Girozentrale, as outgoing bank purchasing agent, MUFG Bank (Europe) N.V., Germany Branch, as outgoing bank collections agent, The Toronto-Dominion Bank, as administrative agent, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.7 to Parent’s Quarterly Report on Form 10-Q filed on May 4, 2021). | |
| | First Amendment to Fifth Amended and Restated Master Receivables Purchase Agreement, dated as of June 18, 2021, by and among T-Mobile Airtime Funding LLC, as transferor, T-Mobile PCS Holdings LLC, in its individual capacity and as servicer, T-Mobile US, Inc. and T-Mobile USA, Inc., as performance guarantors, The Toronto-Dominion Bank, as administrative agent, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.4 to Parent’s Quarterly Report on Form 10-Q filed on August 3, 2021). | |
| | Performance Guaranty, dated as of March 2, 2021, by T-Mobile US, Inc. and T-Mobile USA, Inc. (incorporated by reference to Exhibit 10.8 to Parent’s Quarterly Report on Form 10-Q filed on May 4, 2021). | |
| | Receivables Sale and Conveyancing Agreement, dated as of November 10, 2021, by and among Sprint Spectrum LLC and SprintCom, Inc., each as a seller, and T-Mobile Financial LLC, as purchaser (incorporated by reference to Exhibit 10.27 to Parent’s Annual Report on Form 10-K filed on February 11, 2022). | |
| | Third Amended and Restated Receivables Sale Agreement, dated as of October 23, 2018, by and between T-Mobile Financial LLC, as seller, and T-Mobile Handset Funding LLC, as purchaser (incorporated by reference to Exhibit 10.2 to Parent’s Quarterly Report on Form 10-Q filed on October 30, 2018). | |
| | First Amendment, dated as of November 2, 2020, to Third Amended and Restated Receivables Sale Agreement, dated as of October 23, 2018, by and between T-Mobile Financial LLC, as seller, and T-Mobile Handset Funding LLC, as purchaser (incorporated by reference to Exhibit 10.32 to Parent’s Annual Report on Form 10-K filed on February 23, 2021). | |
| | Second Amendment, dated as of November 10, 2021, to Third Amended and Restated Receivables Sale Agreement, dated as of October 23, 2018, by and between T-Mobile Financial LLC, as seller, and T-Mobile Handset Funding LLC, as purchaser (incorporated by reference to Exhibit 10.30 to Parent’s Annual Report on Form 10-K filed on February 11, 2022). | |
| | Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc. and T-Mobile USA, Inc., jointly and severally as performance guarantors, Royal Bank of Canada, as administrative agent, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.1 to Parent’s Quarterly Report on Form 10-Q filed on October 30, 2018). | |
| | First Amendment, dated as of December 21, 2018, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc. and T-Mobile USA, Inc., jointly and severally as performance guarantors, Royal Bank of Canada, as administrative agent, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.45 to Parent’s Annual Report on Form 10-K filed on February 7, 2019). | |
| | Second Amendment, dated as of February 14, 2020, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc. and T-Mobile USA, Inc., jointly and severally as guarantors, Royal Bank of Canada, as Administrative Agent, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.1 to Parent’s Quarterly Report on Form 10-Q dated May 6, 2020). |
Exhibit No. | | | Exhibit Description |
| | Third Amendment, dated as of April 30, 2020, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc. and T-Mobile USA, Inc., jointly and severally as guarantors, Royal Bank of Canada, as Administrative Agent, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.15 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | Fourth Amendment, dated as of November 2, 2020, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc. and T-Mobile USA, Inc., jointly and severally as guarantors, Royal Bank of Canada, as Administrative Agent, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.37 to Parent’s Annual Report on Form 10-K filed on February 23, 2021). | |
| | Fifth Amendment, dated as of August 16, 2021, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, and T-Mobile Financial LLC, individually and as servicer (incorporated by reference to Exhibit 10.1 to Parent’s Quarterly Report on Form 10-Q filed on November 2, 2021). | |
| | Sixth Amendment, dated as of November 10, 2021, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, individually and as servicer, T-Mobile US, Inc. and T-Mobile USA, Inc., jointly and severally as guarantors, Royal Bank of Canada, as Administrative Agent, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.37 to Parent’s Annual Report on Form 10-K filed on February 11, 2022). | |
| | Amended and Restated Performance Guaranty, dated as of November 10, 2021, by T-Mobile US, Inc. and T-Mobile USA, Inc. (incorporated by reference to Exhibit 10.38 to Parent’s Annual Report on Form 10-K filed on February 11, 2022). | |
| | Purchase Agreement, dated as of March 13, 2017, among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Telekom AG (incorporated by reference to Exhibit 10.1 to Parent’s Current Report on Form 8-K filed on March 16, 2017). | |
| | Purchase Agreement, dated as of January 22, 2018, among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Telekom AG (incorporated by reference to Exhibit 10.1 to Parent’s Current Report on Form 8-K filed on January 25, 2018). | |
| | Credit Agreement, dated as of April 1, 2020, by and among T-Mobile USA, Inc., the issuing banks and lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | First Incremental Facility Amendment, dated as of September 16, 2020, to the Credit Agreement, dated as of April 1, 2020, among T-Mobile USA, Inc., Deutsche Bank AG New York Branch, as administrative agent and each Incremental Revolving Lender as defined therein (incorporated by reference to Exhibit 10.1 to Parent’s Current Report on Form 8-K filed on September 17, 2020). | |
| | Second Amendment, dated as of October 29, 2021, to the Credit Agreement, dated as of April 1, 2020, among T-Mobile USA, Inc., the lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference to Exhibit 10.43 to Parent’s Annual Report on Form 10-K filed on February 11, 2022). | |
| | Guarantee Agreement, dated as of April 1, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc. and the other guarantors party thereto in favor of Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | Collateral Agreement, dated as of April 1, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc. and the other grantors party thereto in favor of Deutsche Bank Trust Company Americas, as collateral trustee (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). |
Exhibit No. | | | Exhibit Description |
| | Collateral Trust and Intercreditor Agreement, dated as of April 1, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., the other grantors party thereto, Deutsche Bank AG New York Branch, as first priority agent, the holder representatives party thereto and Deutsche Bank Trust Company Americas, as collateral trustee (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | Guarantee and Collateral Agreement, dated October 27, 2016, among Deutsche Bank Trust Company Americas, Sprint Spectrum PledgeCo LLC, Sprint Spectrum PledgeCo II LLC, Sprint Spectrum PledgeCo III LLC, Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC (incorporated by reference to Exhibit 10.1 to Sprint’s Current Report on Form 8-K filed on November 2, 2016). | |
| | Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016, among Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC and the guarantors (incorporated by reference to Exhibit 10.2 to Sprint’s Current Report on Form 8-K filed on November 2, 2016). | |
| | First Amendment to Intra-Company Spectrum Lease Agreement, dated as of March 12, 2018, among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC (incorporated by reference to Exhibit 10.1 to Sprint’s Current Report on Form 8-K filed on March 12, 2018). | |
| | Second Amendment to Intra-Company Spectrum Lease Agreement, dated as of June 6, 2018, among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC, Sprint Corporation and the subsidiary guarantors (incorporated by reference to Exhibit 10.1 to Sprint’s Current Report on Form 8-K filed on June 6, 2018). | |
| | Guarantee Assumption Agreement, dated as of April 1, 2020, by and among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC, Sprint Spectrum License Holder III LLC, T-Mobile, T-Mobile USA and certain subsidiary guarantors (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | Guarantee Assumption Agreement, dated as of March 30, 2021, by and among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC, Sprint Spectrum License Holder III LLC and certain subsidiary guarantors (incorporated by reference to Exhibit 10.3 to Parent’s Quarterly Report on Form 10-Q filed on August 3, 2021). | |
| | Master Framework Agreement, dated as of June 22, 2020, by and among SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 4 L.L.C., Delaware Project 6 L.L.C., Claure Mobile LLC, Deutsche Telekom AG, T-Mobile US, Inc. and T-Mobile Agent LLC (incorporated by reference to Exhibit 10.1 to Parent’s Current Report on Form 8-K filed on June 26, 2020). | |
| | Share Repurchase Agreement, dated as of June 22, 2020, between SoftBank Group Capital Ltd and T-Mobile US, Inc. (incorporated by reference to Exhibit 10.2 to Parent’s Current Report on Form 8-K filed on June 26, 2020). | |
| | Share Purchase Agreement, dated as of June 22, 2020, among Raul Marcelo Claure, Claure Mobile LLC and T-Mobile US, Inc. (incorporated by reference to Exhibit 15 to SoftBank Group Capital Ltd’s Schedule 13D/A filed on June 24, 2020). | |
| | MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan (incorporated by reference to Annex A to Parent’s Proxy Statement filed on April 19, 2010). | |
| | Employment Agreement, effective November 15, 2019, between T-Mobile US, Inc. and Michael Sievert (incorporated by reference to Exhibit 10.61 to Parent’s Annual Report on Form 10-K filed on February 6, 2020). | |
| | Amendment No. 1, dated as of March 26, 2020, to the Amended and Restated Employment Agreement, dated as of November 15, 2019, by and between the Company and G. Michael Sievert (incorporated by reference to Exhibit 10.6 to Parent’s Quarterly Report on Form 10-Q filed on May 6, 2020). |
Exhibit No. | | | Exhibit Description |
| | Compensation Term Sheet between Neville Ray and T-Mobile US, Inc., effective as of November 15, 2019 (incorporated by reference to Exhibit 10.65 to Parent’s Annual Report on Form 10-K filed on February 6, 2020). | |
| | PRSU Agreement, dated as of April 1, 2020, by and between the Company and Neville R. Ray (incorporated by reference to Exhibit 10.4 to Parent’s Quarterly Report on Form 10-Q filed on May 6, 2020). | |
| | Form of Severance Letter Agreement (incorporated by reference to Exhibit 10.9 to Parent’s Quarterly Report on Form 10-Q filed on May 1, 2018). | |
| | Form of Indemnification and Advancement Agreement (incorporated by reference to Exhibit 10.76 to Parent’s Annual Report on Form 10-K filed on February 8, 2018). | |
| | T-Mobile US, Inc. Non-Qualified Deferred Executive Compensation Plan (As Amended and Restated Effective as of January 1, 2014) (incorporated by reference to Exhibit 10.39 to Parent’s Annual Report on Form 10-K filed on February 25, 2014). | |
| | First Amendment to T-Mobile US, Inc. Non-Qualified Deferred Executive Compensation Plan (incorporated by reference to Exhibit 10.75 to Parent’s Annual Report on Form 10-K filed on February 7, 2019). | |
| | Second Amendment to T-Mobile US, Inc. Non-Qualified Deferred Executive Compensation Plan (incorporated by reference to Exhibit 10.70 to Parent’s Annual Report on Form 10-K filed on February 23, 2021). | |
| | T-Mobile US, Inc. Executive Continuity Plan as Amended and Restated Effective as of January 1, 2014 (incorporated by reference to Exhibit 10.1 to Parent’s Current Report on Form 8-K filed on October 25, 2013). | |
| | T-Mobile US, Inc. 2013 Omnibus Incentive Plan (as amended and restated on August 7, 2013) (incorporated by reference to Exhibit 10.20 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | Amendment to T-Mobile US, Inc. 2013 Omnibus Incentive Plan (as amended and restated on August 7, 2013) (incorporated by reference to Annex A to Parent’s Proxy Statement filed on April 26, 2018). | |
| | T-Mobile USA, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.21 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | Annual Incentive Award Notice under the 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.74 to Parent’s Annual Report on Form 10-K filed on February 6, 2020). | |
| | T-Mobile US, Inc. 2014 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to Parent’s Registration Statement on Form S-8 filed on February 19, 2015). | |
| | Sprint Corporation 2007 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Sprint’s Current Report on Form 8-K filed on September 20, 2013). | |
| | Sprint Corporation Amended and Restated 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Sprint’s Quarterly Report on Form 10-Q filed on February 6, 2017). | |
| | Form of Sprint Corporation Evidence of Award 2014 Long-term Incentive Plan Stock Options (incorporated by reference to Exhibit 10.12 to Sprint’s Quarterly Report on Form 10-Q filed on August 8, 2014). | |
| | Form of Sprint Corporation Award Agreement (awarding stock options) under the Sprint Corporation 2015 Amended and Restated Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to Sprint’s Quarterly Report on Form 10-Q filed on August 3, 2017). | |
| | Form of Restricted Stock Unit Award Agreement (Time-Vesting) for Executive Officers under the Sprint Corporation 2015 Amended and Restated Omnibus Incentive Plan (incorporated by reference to Exhibit 10.25 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | Form of Restricted Stock Unit Award Agreement (Performance-Vesting) for Executive Officers under the Sprint Corporation 2015 Amended and Restated Omnibus Incentive Plan (incorporated by reference to Exhibit 10.26 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | Form of Restricted Stock Unit Award Agreement (Time-Vesting) for Executive Officers under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to Parent’s Quarterly Report on Form 10-Q filed on May 6, 2020). |
Exhibit No. | | | Exhibit Description |
| | Form of Restricted Stock Unit Award Agreement (Performance-Vesting) (Stock Settled) for Executive Officers under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to Parent’s Quarterly Report on Form 10-Q filed on May 6, 2020). | |
| | Amended Director Compensation Program effective as of May 1, 2013 (amended June 4, 2014 and further amended on June 1, 2015, June 16, 2016, June 13, 2017, June 13, 2019 and June 4, 2020) (incorporated by reference to Exhibit 10.30 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Parent’s Current Report on Form 8-K filed on June 4, 2013). | |
| | Form of Restricted Stock Unit Award Agreement (Performance-Vesting) (Cash Settled) for Executive Officers under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to Parent’s Quarterly Report on Form 10-Q filed on May 4, 2021). | |
| | Letter Agreement, dated as of March 25, 2019, by and between the Company and David A. Miller (incorporated by reference to Exhibit 10.1 to Parent’s Quarterly Report on Form 10-Q filed on August 3, 2021). | |
| | Letter Agreement, dated as of April 8, 2021, by and between the Company and David A. Miller (incorporated by reference to Exhibit 10.2 to Parent’s Quarterly Report on Form 10-Q filed on August 3, 2021). | |
| | Letter of PricewaterhouseCoopers LLP, dated April 15, 2022 (incorporated by reference to Exhibit 16.1 to Parent’s Current Report on Form 8-K filed on April 15, 2022). | |
| | Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Parent’s Annual Report on Form 10-K filed on February 11, 2022). | |
| | List of Guarantor Subsidiaries and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the Registrant (incorporated by reference to Exhibit 22.1 to Parent’s Annual Report on Form 10-K filed on February 11, 2022). | |
| | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1). | |
| | Consent of Polsinelli PC (included in Exhibit 5.2). | |
| | Consent of McLane Middleton Professional Association (included in Exhibit 5.3). | |
| | Consent of PricewaterhouseCoopers LLP. | |
| | Powers of Attorney (included on the signature pages hereof). | |
| | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as Trustee under the Indenture dated as of April 28, 2013. | |
| | Form of Letter of Transmittal. | |
| | Filing Fee Table. |
† | Filed herewith. |
* | Indicates a management contract or compensatory plan or arrangement. |
** | Certain confidential information contained in this exhibit has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. |
Item 22. | Undertakings |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be this initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrants undertake that in a primary offering of securities of the undersigned Registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned Registrants relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrants or used or referred to by the undersigned Registrants; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrants or its securities provided by or on behalf of the undersigned Registrants; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned Registrants to the purchaser. |
(6) | The undersigned Registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(7) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and |
(8) | To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. |
(9) | To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
| | T-MOBILE US, INC. | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | Executive Vice President and Chief Financial Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ G. Michael Sievert | | | President and Chief Executive Officer (Principal Executive Officer) and Director | | | April 22, 2022 |
G. Michael Sievert | | |||||
| | | | |||
/s/ Peter Osvaldik | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | April 22, 2022 |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 |
Dara Bazzano | | |||||
| | | | |||
/s/ Timotheus Höttges | | | Chairman of the Board of Directors | | | April 22, 2022 |
Timotheus Höttges | | |||||
| | | | |||
| | Director | | | April 22, 2022 | |
Marcelo Claure | | |||||
| | | | |||
/s/ Srikant M. Datar | | | Director | | | April 22, 2022 |
Srikant M. Datar | | |||||
| | | | |||
/s/ Bavan Holloway | | | Director | | | April 22, 2022 |
Bavan Holloway | | |||||
| | | | |||
/s/ Christian P. Illek | | | Director | | | April 22, 2022 |
Christian P. Illek | | |||||
| | | | |||
/s/ Raphael Kübler | | | Director | | | April 22, 2022 |
Raphael Kübler | | |||||
| | | |
Signature | | | Title | | | Date |
| | | | |||
/s/ Thorsten Langheim | | | Director | | | April 22, 2022 |
Thorsten Langheim | | |||||
| | | | |||
/s/ Dominique Leroy | | | Director | | | April 22, 2022 |
Dominique Leroy | | |||||
| | | | |||
/s/ Letitia A. Long | | | Director | | | April 22, 2022 |
Letitia A. Long | | |||||
| | | | |||
/s/ Teresa A. Taylor | | | Director | | | April 22, 2022 |
Teresa A. Taylor | | |||||
| | | | |||
/s/ Omar Tazi | | | Director | | | April 22, 2022 |
Omar Tazi | | |||||
| | | | |||
/s/ Kelvin R. Westbrook | | | Director | | | April 22, 2022 |
Kelvin R. Westbrook | | |||||
| | | | |||
| | Director | | | April 22, 2022 | |
Michael Wilkens | |
| | T-MOBILE USA, INC. | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | Executive Vice President and Chief Financial Officer |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ G. Michael Sievert | | | President and Chief Executive Officer (Principal Executive Officer) | | | April 22, 2022 | |||
G. Michael Sievert | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Director | | | April 22, 2022 | | ||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | | ||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Christopher M. Miller | | | Director | | | April 22, 2022 | | ||
Christopher M. Miller | |
| | ASSURANCE WIRELESS OF SOUTH CAROLINA, LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date |
| | | | |||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 |
Dara Bazzano | | |||||
| | | ||||
/s/ Peter Osvaldik | | | President of Assurance Wireless USA, L.P., the Registrant’s Member | | | April 22, 2022 |
Peter Osvaldik | |
| | ATI SUB, LLC | |||||||
| | CLEARWIRE LEGACY LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date |
| | | | |||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 |
Dara Bazzano | | |||||
| | | | |||
/s/ Peter Osvaldik | | | President of Clearwire Communications LLC, the Registrant’s Member | | | April 22, 2022 |
Peter Osvaldik | |
| | CLEARWIRE SPECTRUM HOLDINGS LLC | |||||||
| | CLEARWIRE SPECTRUM HOLDINGS II LLC | |||||||
| | FIXED WIRELESS HOLDINGS, LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date |
| | | | |||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 |
Dara Bazzano | | |||||
| | | | |||
/s/ Peter Osvaldik | | | President of Clearwire Legacy LLC, the Registrant’s Member | | | April 22, 2022 |
Peter Osvaldik | |
| | BROADCAST CABLE, LLC | |||||||
| | IBSV LLC | |||||||
| | NSAC, LLC | |||||||
| | PUSHSPRING, LLC | |||||||
| | T-MOBILE INNOVATIONS LLC | |||||||
| | T-MOBILE LICENSE LLC | |||||||
| | T-MOBILE NORTHEAST LLC | |||||||
| | T-MOBILE PUERTO RICO HOLDINGS LLC | |||||||
| | T-MOBILE PUERTO RICO LLC | |||||||
| | T-MOBILE RESOURCES LLC | |||||||
| | T-MOBILE SOUTH LLC | |||||||
| | T-MOBILE WEST LLC | |||||||
| | TMUS INTERNATIONAL LLC | |||||||
| | TVN VENTURES LLC | |||||||
| | WBSY LICENSING, LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date |
| | | | |||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 |
Dara Bazzano | | |||||
| | | | |||
/s/ Peter Osvaldik | | | Manager | | | April 22, 2022 |
Peter Osvaldik | |
| | AMERICAN TELECASTING OF GREEN BAY, LLC | |||||||
| | AMERICAN TELECASTING OF REDDING, LLC | |||||||
| | AMERICAN TELECASTING OF YUBA CITY, LLC | |||||||
| | CLEARWIRE HAWAII PARTNERS SPECTRUM, LLC | |||||||
| | CLEARWIRE SPECTRUM HOLDINGS III LLC | |||||||
| | PCTV GOLD II, LLC | |||||||
| | PEOPLE’S CHOICE TV OF HOUSTON, LLC | |||||||
| | TRANSWORLD TELECOM II, LLC | |||||||
| | WBS OF AMERICA, LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date |
| | | | |||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 |
Dara Bazzano | | |||||
| | | | |||
/s/ Peter Osvaldik | | | President of Clearwire XOHM LLC, the Registrant’s Member | | | April 22, 2022 |
Peter Osvaldik | |
| | CLEARWIRE XOHM LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date |
| | | | |||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 |
Dara Bazzano | | |||||
| | | | |||
/s/ Peter Osvaldik | | | President of Nextel West Corp., the Registrant’s Member | | | April 22, 2022 |
Peter Osvaldik | |
Signature | | | Title | | | Date |
| | | | |||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) and Director | | | April 22, 2022 |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 |
Dara Bazzano | | |||||
| | | | |||
/s/ Christopher M. Miller | | | Director | | | April 22, 2022 |
Christopher M. Miller | | |||||
| | | |
| | T-MOBILE FINANCIAL LLC | |||||||
| | T-MOBILE LEASING LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President and Treasurer |
Signature | | | Title | | | Date |
| | | | |||
/s/ Peter Osvaldik | | | President and Treasurer (Principal Executive Officer and Principal Financial Officer) and Manager | | | April 22, 2022 |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Controller (Principal Accounting Officer) | | | April 22, 2022 |
Dara Bazzano | | |||||
| | | | |||
/s/ Christopher M. Miller | | | Manager | | | April 22, 2022 |
Christopher M. Miller | |
| | CLEARWIRE COMMUNICATIONS LLC | |||||||
| | UTELCOM LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | |||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President of Sprint Communications LLC, the Registrant’s Member | | | April 22, 2022 | |||
Peter Osvaldik | |
| | SPRINT INTERNATIONAL NETWORK COMPANY LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | |||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President of Sprint International Communications Corporation, the Registrant’s Member | | | April 22, 2022 | |||
Peter Osvaldik | |
| | SPRINTCOM LLC | |||||||
| | SPRINT SPECTRUM LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President and Treasurer |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President and Treasurer (Principal Executive Officer and Principal Financial Officer) and Manager | | | April 22, 2022 | | ||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Controller (Principal Accounting Officer) | | | April 22, 2022 | |||
Dara Bazzano | |
| | APC REALTY AND EQUIPMENT COMPANY, LLC | |||||||
| | SPRINT PCS ASSETS, L.L.C. | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | |||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President and Treasurer of Sprint Spectrum LLC, the Registrant’s Member | | | April 22, 2022 | |||
Peter Osvaldik | |
| | AMERICAN TELECASTING OF SEATTLE, LLC | |||||||
| | CLEAR WIRELESS LLC | |||||||
| | CLEARWIRE IP HOLDINGS LLC | |||||||
| | NEXTEL RETAIL STORES, LLC | |||||||
| | NEXTEL SYSTEMS, LLC | |||||||
| | PRWIRELESS PR, LLC | |||||||
| | TDI ACQUISITION SUB, LLC | |||||||
| | VMU GP, LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | |||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President and Treasurer of SprintCom LLC, the Registrant’s Member | | | April 22, 2022 | |||
Peter Osvaldik | |
| | SPRINT COMMUNICATIONS COMPANY L.P. | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | |||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President of Sprint Communications LLC, the Registrant’s General Partner | | | April 22, 2022 | |||
Peter Osvaldik | |
| | ASSURANCE WIRELESS USA, L.P. | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | |||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President of VMU GP, LLC, the Registrant’s General Partner | | | April 22, 2022 | |||
Peter Osvaldik | |
| | METROPCS CALIFORNIA, LLC | |||||||
| | METROPCS FLORIDA, LLC | |||||||
| | METROPCS GEORGIA, LLC | |||||||
| | METROPCS MASSACHUSETTS, LLC | |||||||
| | METROPCS MICHIGAN, LLC | |||||||
| | METROPCS NEVADA, LLC | |||||||
| | METROPCS NEW YORK, LLC | |||||||
| | METROPCS PENNSYLVANIA, LLC | |||||||
| | METROPCS TEXAS, LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) and Manager | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | |||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Christopher M. Miller | | | Manager | | | April 22, 2022 | | ||
Christopher M. Miller | |
| | T-MOBILE CENTRAL LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | Authorized Signatory |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | Authorized Signatory (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Vice President (Principal Accounting Officer) | | | April 22, 2022 | |||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | Executive Vice President and Chief Financial Officer of T-Mobile USA, Inc., the Registrant’s Member | | | April 22, 2022 | |||
Peter Osvaldik | |
| | SPRINT LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | Executive Vice President and Chief FinancialOfficer |
Signature | | | Title | | | Date |
| | | | |||
/s/ G. Michael Sievert | | | President and Chief Executive Officer (Principal Executive Officer) | | | April 22, 2022 |
G. Michael Sievert | | |||||
| | | | |||
/s/ Peter Osvaldik | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Manager | | | April 22, 2022 |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 |
Dara Bazzano | |
| | SPRINT COMMUNICATIONS LLC | |||||||
| | ||||||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) and Manager | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | |||
Dara Bazzano | |
| | SPRINT SPECTRUM REALTY COMPANY, LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date |
| | | | |||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 |
Dara Bazzano | | |||||
| | | | |||
/s/ Peter Osvaldik | | | President of T-Mobile License LLC, the Registrant’s Member | | | April 22, 2022 |
Peter Osvaldik | |
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004 Tel: +1.212.859.8000
Fax: +1.212.859.4000
www.friedfrank.com
|
|
Fried, Frank, Harris, Shriver & Jacobson LLP
|
April 22, 2022
Page 2 |
(a) |
the Original Indenture;
|
(b) |
the Eleventh Supplemental Indenture;
|
(c) |
the Sixteenth Supplemental Indenture;
|
(d) |
the Nineteenth Supplemental Indenture;
|
(e) |
the Fortieth Supplemental Indenture;
|
(f) |
the Forty-First Supplemental Indenture;
|
(g) |
the Forty-Ninth Supplemental Indenture;
|
(h) |
the 2026 Notes Supplemental Indenture;
|
(i) |
the 2029 Notes Supplemental Indenture;
|
(j) |
the 2031 Notes Supplemental Indentures;
|
(k) |
the Original Notes;
|
(l) |
the notations of guarantee evidencing the Original Note Guarantees;
|
(m) |
the forms of notations of guarantee evidencing the Exchange Note Guarantees; and
|
(n) |
the forms of Exchange Notes.
|
Fried, Frank, Harris, Shriver & Jacobson LLP
|
April 22, 2022
Page 3 |
1. |
The Exchange Notes, when executed, issued and delivered by the Company in accordance with the terms of the Indentures in exchange for the Original Notes in the manner contemplated by the Registration Statement, will constitute valid and
binding obligations of the Company, enforceable against the Company in accordance with their terms.
|
2. |
The Exchange Note Guarantees, when the Exchange Notes have been duly executed, issued and delivered in accordance with the terms of the Indentures in exchange for the Original Notes in the manner contemplated by the Registration Statement,
will constitute valid and binding obligations of each of the Guarantors, enforceable against the Guarantors in accordance with their terms.
|
(i) |
relating to indemnification, contribution or exculpation;
|
(ii) |
containing any purported waiver, release, variation of rights, disclaimer, consent or other agreement of similar effect (all of the foregoing, collectively, a “Waiver”) by the Company or the Guarantors under any of such Documents to
the extent limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty, defense or ground for discharge otherwise existing or occurring as a matter of law
(including judicial decisions);
|
(iii) |
related to (a) forum selection or submission to jurisdiction (including, without limitation, any waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent that the validity or
binding effect of such provision is to be considered by any court other than a court of the State of New York, (b) choice of governing law to the extent that the validity or binding effect of any such provision is to be considered by any
court other than a court of the State of New York or a federal district court sitting in the State of New York and applying the law of the State of New York, in each case, applying the choice of law principles of the State of New York, (c)
service of process or (d) waiver of any rights to trial by jury;
|
(iv) |
specifying that provisions thereof may be modified or waived only in writing;
|
(v) |
purporting to give any person or entity the power to accelerate obligations without any notice to the obligor;
|
(vi) |
specifying that any person may exercise set-off or similar rights other than in accordance with applicable law;
|
Fried, Frank, Harris, Shriver & Jacobson LLP
|
April 22, 2022
Page 4 |
(vii) |
relating to payment of late charges, interest (or discount or equivalent amounts), premium, “make-whole” payments, collection costs or fees at a rate or in an amount, after or upon the maturity or acceleration of the liabilities evidenced
or secured thereby or after or during the continuance of any default or other circumstance, or upon prepayment, that a court would determine in the circumstances to be unreasonable, a penalty or a forfeiture; or
|
(viii) |
requiring that any unearned portion of the Original Notes or Exchange Notes issued at a discount be paid upon acceleration or otherwise earlier than the stated final maturity.
|
A. |
The opinion is subject to:
|
(i) |
bankruptcy, insolvency, reorganization, moratorium and other laws (or related judicial doctrines) now or hereafter in effect relating to or affecting creditors’ rights or remedies generally;
|
(ii) |
general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies) whether such principles are
considered in a proceeding in equity or at law; and
|
(iii) |
the application of any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation, or preferential transfer law or any law governing the distribution of assets of any person now or hereafter in effect affecting creditors’
rights and remedies generally.
|
B. |
Provisions in the Indentures that provide that the Guarantors’ liability thereunder shall not be affected by (i) actions or failures to act on the part of the holders or the Trustee, (ii) amendments or waivers of provisions of documents
governing the guaranteed obligations or (iii) other actions, events or circumstances that make more burdensome or otherwise change the obligations and liabilities of the Guarantors, might not be enforceable under circumstances and in the
event of actions that change the essential nature of the terms and conditions of the guaranteed obligations. With respect to each Guarantor, we have assumed that consideration that is sufficient to support the agreements of each Guarantor
under the Documents has been received by each Guarantor.
|
Fried, Frank, Harris, Shriver & Jacobson LLP
|
April 22, 2022
Page 5 |
Very truly yours,
|
|
/s/ Fried, Frank, Harris, Shriver & Jacobson LLP
|
|
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
|
Entity
|
Jurisdiction of Organization
|
American Telecasting of Green Bay, LLC
|
Delaware
|
American Telecasting of Redding, LLC
|
Delaware
|
American Telecasting of Seattle, LLC
|
Delaware
|
American Telecasting of Yuba City, LLC
|
Delaware
|
APC Realty and Equipment Company, LLC
|
Delaware
|
Assurance Wireless of South Carolina, LLC
|
Delaware
|
Assurance Wireless USA, L.P.
|
Delaware
|
ATI Sub, LLC
|
Delaware
|
Broadcast Cable, LLC
|
Delaware
|
Clearwire Communications LLC
|
Delaware
|
Clearwire IP Holdings LLC
|
New York
|
Clearwire Legacy LLC
|
Delaware
|
Clearwire XOHM LLC
|
Delaware
|
Fixed Wireless Holdings, LLC
|
Delaware
|
IBSV LLC
|
Delaware
|
MetroPCS California, LLC
|
Delaware
|
MetroPCS Florida, LLC
|
Delaware
|
MetroPCS Georgia, LLC
|
Delaware
|
MetroPCS Massachusetts, LLC
|
Delaware
|
MetroPCS Michigan, LLC
|
Delaware
|
MetroPCS Nevada, LLC
|
Delaware
|
MetroPCS New York, LLC
|
Delaware
|
MetroPCS Pennsylvania, LLC
|
Delaware
|
MetroPCS Texas, LLC
|
Delaware
|
Nextel Retail Stores, LLC
|
Delaware
|
Nextel Systems, LLC
|
Delaware
|
Nextel West Corp.
|
Delaware
|
NSAC, LLC
|
Delaware
|
PCTV Gold II, LLC
|
Delaware
|
People’s Choice TV of Houston, LLC
|
Delaware
|
PRWireless PR, LLC
|
Delaware
|
PushSpring, LLC
|
Delaware
|
Sprint Capital Corporation
|
Delaware
|
Sprint Communications Company L.P.
|
Delaware
|
Sprint International Communications Corporation
|
Delaware
|
Sprint International Incorporated
|
Delaware
|
Sprint International Network Company LLC
|
Delaware
|
Sprint LLC
|
Delaware
|
Sprint PCS Assets, L.L.C.
|
Delaware
|
Sprint Solutions, Inc.
|
Delaware
|
Sprint Spectrum LLC
|
Delaware
|
Sprint Spectrum Realty Company, LLC
|
Delaware
|
T-Mobile Central LLC
|
Delaware
|
T-Mobile Financial LLC
|
Delaware
|
T-Mobile Innovations LLC
|
Delaware
|
T-Mobile Leasing LLC
|
Delaware
|
T-Mobile License LLC
|
Delaware
|
T-Mobile Northeast LLC
|
Delaware
|
T-Mobile Puerto Rico Holdings LLC
|
Delaware
|
T-Mobile Puerto Rico LLC
|
Delaware
|
T-Mobile Resources LLC
|
Delaware
|
T-Mobile South LLC
|
Delaware
|
T-Mobile West LLC
|
Delaware
|
TDI Acquisition Sub, LLC
|
Delaware
|
TMUS International LLC
|
Delaware
|
Transworld Telecom II, LLC
|
Delaware
|
TVN Ventures LLC
|
Delaware
|
VMU GP, LLC
|
Delaware
|
WBS of America, LLC
|
Delaware
|
WBSY Licensing, LLC
|
Delaware
|
Wireline Leasing Co., Inc.
|
Delaware
|
Entity
|
Jurisdiction of Organization
|
Clear Wireless LLC
|
Nevada
|
Clearwire Hawaii Partners Spectrum, LLC
|
Nevada
|
Clearwire Spectrum Holdings LLC
|
Nevada
|
Clearwire Spectrum Holdings II LLC
|
Nevada
|
Clearwire Spectrum Holdings III LLC
|
Nevada
|
Nextel South Corp.
|
Georgia
|
SIHI New Zealand Holdco, Inc.
|
Kansas
|
Sprint Communications Company of New Hampshire, Inc.
|
New Hampshire
|
Sprint Communications Company of Virginia, Inc.
|
Virginia
|
Sprint Communications LLC
|
Kansas
|
Sprint International Holding, Inc.
|
Kansas
|
Sprint/United Management Company
|
Kansas
|
SprintCom LLC
|
Kansas
|
USST of Texas, Inc.
|
Texas
|
Utelcom LLC
|
Kansas
|
900 West 48th Place, Suite 900, Kansas City, Missouri, 64112 • 816.753.1000
|
polsinelli.com
|
Atlanta Boston Chicago Dallas Denver Houston Kansas City Los Angeles Miami Nashville New York
Phoenix St. Louis San Francisco Seattle Silicon Valley Washington, D.C. Wilmington
Polsinelli PC, Polsinelli LLP in California
|
Very truly yours,
|
|
/s/ Polsinelli PC
|
|
Polsinelli PC
|
Opinion Guarantor
|
Opinion Jurisdiction
|
Nextel South Corp.
|
Georgia
|
SIHI New Zealand Holdco, Inc.
|
Kansas
|
Sprint Communications LLC
|
Kansas
|
Sprint International Holding, Inc.
|
Kansas
|
Sprint/United Management Company
|
Kansas
|
SprintCom LLC
|
Kansas
|
Utelcom LLC
|
Kansas
|
Clear Wireless LLC
|
Nevada
|
Clearwire Hawaii Partners Spectrum, LLC
|
Nevada
|
Clearwire Spectrum Holdings LLC
|
Nevada
|
Clearwire Spectrum Holdings II LLC
|
Nevada
|
Clearwire Spectrum Holdings III LLC
|
Nevada
|
USST of Texas, Inc.
|
Texas
|
Sprint Communications Company of Virginia, Inc.
|
Virginia
|
McLANE MIDDLETON
|
||
PROFESSIONAL ASSOCIATION
|
||
By:
|
/s/ Patrick Closson
|
|
Patrick Closson, Vice President
|
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
NEW YORK | 13-4941247 |
(Jurisdiction of Incorporation or | (I.R.S. Employer |
organization if not a U.S. national bank) | Identification no.) |
60 WALL STREET | |
NEW YORK, NEW YORK | 10005 |
(Address of principal | (Zip Code) |
executive offices) |
Deutsche Bank Trust Company Americas
Attention: Mirko Mieth
Legal Department
1 Columbus Circle, 19th Floor
New York, New York 10019
(212) 250 – 1663
(Name, address and telephone number of agent for service)
T-Mobile US, Inc.
(Exact name of obligor as specified in its charter)
Delaware | 20-0836269 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
T-Mobile USA, Inc.
(Exact name of obligor as specified in its charter)
Delaware | 91-1983600 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
12920 SE 38th Street | |
Bellevue, Washington | 98006 |
(Address of principal executive offices) | (Zip code) |
Additional Registrants
(See Table of Additional Registrants)
Debt Securities
(Title of the Indenture securities)
TABLE OF ADDITIONAL REGISTRANTS
Exact name of registrant as specified in its charter(1) | | |
State or other jurisdiction of incorporation or organization |
| |
I.R.S. Employer Identification Number |
American Telecasting of Green Bay, LLC | | | Delaware | | | 84-1266405 |
American Telecasting of Redding, LLC | | | Delaware | | | 84-1295911 |
American Telecasting of Seattle, LLC | | | Delaware | | | 54-1540851 |
American Telecasting of Yuba City, LLC | | | Delaware | | | 84-1295906 |
APC Realty and Equipment Company, LLC | | | Delaware | | | 52-2013278 |
Assurance Wireless of South Carolina, LLC | | | Delaware | | | Not applicable |
Assurance Wireless USA, L.P. | | | Delaware | | | 94-3410099 |
ATI Sub, LLC | | | Delaware | | | 26-2670017 |
Broadcast Cable, LLC | | | Delaware | | | 35-1751776 |
Clear Wireless LLC | | | Nevada | | | 26-3821888 |
Clearwire Communications LLC | | | Delaware | | | 26-3783012 |
Clearwire Hawaii Partners Spectrum, LLC | | | Nevada | | | Not applicable |
Clearwire IP Holdings LLC | | | New York | | | Not applicable |
Clearwire Legacy LLC | | | Delaware | | | 26-3791581 |
Clearwire Spectrum Holdings II LLC | | | Nevada | | | Not applicable |
Clearwire Spectrum Holdings III LLC | | | Nevada | | | Not applicable |
Clearwire Spectrum Holdings LLC | | | Nevada | | | Not applicable |
Clearwire XOHM LLC | | | Delaware | | | 26-3791783 |
Fixed Wireless Holdings, LLC | | | Delaware | | | 75-3120884 |
IBSV LLC | | | Delaware | | | 91-2116910 |
MetroPCS California, LLC | | | Delaware | | | 68-0618381 |
MetroPCS Florida, LLC | | | Delaware | | | 68-0618383 |
MetroPCS Georgia, LLC | | | Delaware | | | 68-0618386 |
MetroPCS Massachusetts, LLC | | | Delaware | | | 20-8303630 |
MetroPCS Michigan, LLC | | | Delaware | | | 20-2509038 |
MetroPCS Nevada, LLC | | | Delaware | | | 20-8303430 |
MetroPCS New York, LLC | | | Delaware | | | 20-8303519 |
MetroPCS Pennsylvania, LLC | | | Delaware | | | 20-8303570 |
MetroPCS Texas, LLC | | | Delaware | | | 20-2508993 |
Nextel Retail Stores, LLC | | | Delaware | | | 54-2021574 |
Nextel South Corp. | | | Georgia | | | 58-2038468 |
Nextel Systems, LLC | | | Delaware | | | 54-1878330 |
Nextel West Corp. | | | Delaware | | | 84-1116272 |
NSAC, LLC | | | Delaware | | | 54-1879079 |
PCTV Gold II, LLC | | | Delaware | | | 06-1419676 |
People’s Choice TV of Houston, LLC | | | Delaware | | | 74-2629878 |
PRWireless PR, LLC | | | Delaware | | | 20-5942061 |
PushSpring, LLC | | | Delaware | | | 46-2545203 |
SIHI New Zealand Holdco, Inc. | | | Kansas | | | 73-1651896 |
Sprint Capital Corporation | | | Delaware | | | 48-1132866 |
Sprint Communications Company L.P. | | | Delaware | | | 43-1408007 |
Sprint Communications Company of New Hampshire, Inc. | | | New Hampshire | | | 43-1532102 |
Sprint Communications Company of Virginia, Inc. | | | Virginia | | | 75-2019023 |
Sprint Communications LLC | | | Kansas | | | 48-0457967 |
Sprint International Communications Corporation | | | Delaware | | | 04-2509782 |
Sprint International Holding, Inc. | | | Kansas | | | 74-2808272 |
Sprint International Incorporated | | | Delaware | | | 13-3020365 |
Sprint International Network Company LLC | | | Delaware | | | Not applicable |
Sprint LLC | | | Delaware | | | 46-1170005 |
Sprint PCS Assets, L.L.C. | | | Delaware | | | 33-0783958 |
Sprint Solutions, Inc. | | | Delaware | | | 47-0882463 |
Sprint Spectrum LLC | | | Delaware | | | 48-1165245 |
Sprint Spectrum Realty Company, LLC | | | Delaware | | | 43-1746021 |
Sprint/United Management Company | | | Kansas | | | 48-1077227 |
SprintCom LLC | | | Kansas | | | 48-1187511 |
T-Mobile Central LLC | | | Delaware | | | 91-1973799 |
T-Mobile Financial LLC | | | Delaware | | | 47-1324347 |
T-Mobile Innovations LLC | | | Delaware | | | Not applicable |
T-Mobile Leasing LLC | | | Delaware | | | 47-5079638 |
T-Mobile License LLC | | | Delaware | | | 91-1917328 |
T-Mobile Northeast LLC | | | Delaware | | | 52-2069434 |
T-Mobile Puerto Rico Holdings LLC | | | Delaware | | | 20-2209577 |
T-Mobile Puerto Rico LLC | | | Delaware | | | 66-0649631 |
T-Mobile Resources LLC | | | Delaware | | | 91-1909782 |
T-Mobile South LLC | | | Delaware | | | 20-3945483 |
T-Mobile West LLC | | | Delaware | | | 36-4027581 |
TDI Acquisition Sub, LLC | | | Delaware | | | 26-2671363 |
TMUS International LLC | | | Delaware | | | 91-2116909 |
Transworld Telecom II, LLC | | | Delaware | | | 26-2670333 |
TVN Ventures LLC | | | Delaware | | | Not applicable |
USST of Texas, Inc. | | | Texas | | | 43-1499027 |
Utelcom LLC | | | Kansas | | | 48-0940607 |
VMU GP, LLC | | | Delaware | | | Not applicable |
WBS of America, LLC | | | Delaware | | | 26-2671254 |
WBSY Licensing, LLC | | | Delaware | | | 36-4046585 |
Wireline Leasing Co., Inc. | | | Delaware | | | 26-3945313 |
(1) | The address of each registrant is 12920 SE 38th Street, Bellevue, Washington 98006, and the telephone number is (425) 378-4000. |
Item 1. General Information.
Furnish the following information as to the trustee.
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
Federal Reserve Bank (2nd District) | New York, NY |
Federal Deposit Insurance Corporation | Washington, D.C. |
New York State Banking Department | Albany, NY |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the Trustee, describe each such affiliation.
None.
Item 3. -15. Not Applicable
Item 16. List of Exhibits.
Exhibit 1 - | Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998;Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810. |
Exhibit 2 - | Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810. |
Exhibit 3 - | Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810. |
Exhibit 4 - | A copy of existing By-Laws of Deutsche Bank Trust Company Americas, dated April 29, 2021 (see attached). |
Exhibit 5 - | Not applicable. |
Exhibit 6 - | Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810. |
Exhibit 7 - | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. |
Exhibit 8 - | Not Applicable. |
Exhibit 9 - | Not Applicable. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 11th day of April, 2022.
DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||
/s/ Jeffrey I. Schoenfeld | ||||
By: | Name: Jeffrey I. Schoenfeld | |||
Title: Vice President |
Exhibit 4
AMENDED AND RESTATED
BY-LAWS
OF
DEUTSCHE BANK TRUST COMPANY AMERICAS
ARTICLE I
STOCKHOLDERS
Section 1.01. Annual Meeting. The annual meeting of the stockholders of Deutsche Bank Trust Company Americas (the “Company”) shall be held in the City of New York within the State of New York within the first four months of the Company’s fiscal year, on such date and at such time and place as the board of directors of the Company (“Board of Directors” or “Board”) may designate in the call or in a waiver of notice thereof, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.
Section 1.02. Special Meetings. Special meetings of the stockholders of the Company may be called by the Board of Directors or by the President, and shall be called by the President or by the Secretary upon the written request of the holders of record of at least twenty-five percent (25%) of the shares of stock of the Company issued and outstanding and entitled to vote, at such times. If for a period of thirteen months after the last annual meeting, there is a failure to elect a sufficient number of directors to conduct the business of the Company, the Board of Directors shall call a special meeting for the election of directors within two weeks after the expiration of such period; otherwise, holders of record of ten percent (10%) of the shares of stock of the Company entitled to vote in an election of directors may, in writing, demand the call of a special meeting at the office of the Company for the election of directors, specifying the date and month thereof, but not less than two nor more than three months from the date of such call. At any such special meeting called on demand of stockholders, the stockholders attending, in person or by proxy, and entitled to vote in an election of directors shall constitute a quorum for the purpose of electing directors, but not for the transaction of any other business.
Section 1.03. Notice of Meetings. Notice of the time, place and purpose of every meeting of stockholders shall be delivered personally or mailed not less than 10 nor more than 50 days before the date of such meeting (or any other action) to each stockholder of record entitled to vote, at his post office address appearing upon the records of the Company or at such other address as shall be furnished in writing by him to the Secretary of the Company for such purpose. Such further notice shall be given as may be required by law or by these By-Laws. Any meeting may be held without notice if all stockholders entitled to vote are present in person or by proxy, or if notice is waived in writing, either before or after the meeting, by those not present.
Section 1.04. Quorum. The holders of record of at least a majority of the shares of the stock of the Company issued and outstanding and entitled to vote, present in person or by proxy, shall, except as otherwise provided by law, by the Company’s Organization Certificate or by these By-Laws, constitute a quorum at all meetings of the stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained.
Section 1.05. Organization of Meetings. Meetings of the stockholders shall be presided over by the Chairman of the Board or, if he is not present, by the President or, if he is not present, by a chairman to be chosen at the meeting. The Secretary of the Company, or in his absence an Assistant Secretary, shall act as secretary of the meeting, if present.
Section 1.06. Voting. At each meeting of stockholders, except as otherwise provided by statute, the Company’s Organization Certificate or these By-Laws, every holder of record of stock entitled to vote shall be entitled to one vote in person or by proxy for each share of such stock standing in his name on the records of the Company. Elections of directors shall be determined by a plurality of the votes cast thereat and, except as otherwise provided by statute, the Company’s Organization Certificate or these By-Laws, all other action shall be determined by a majority of the votes cast at such meeting.
At all elections of directors, the voting shall be by ballot or in such other manner as may be determined by the stockholders present in person or by proxy entitled to vote at such election.
Section 1.07. Action by Consent. Except as may otherwise be provided in the Company’s Organization Certificate, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by all the holders of record of shares of the stock of the Company, issued and outstanding and entitled to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
ARTICLE II
DIRECTORS
Section 2.01. Chairman of the Board. Following the election of the Board of Directors at each annual meeting, the elected Board shall appoint one of its members as Chairman. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders, and he shall perform such other duties and have such other powers as from time to time may be prescribed by the Board of Directors.
Section 2.02. Lead Independent Director. Following the election of the Board of Directors at each annual meeting, the elected Board may appoint one of its independent members as its Lead Independent Director. When the Chairman of the Board is not present at a meeting of the Board of Directors, the Lead Independent Director, if there be one, shall preside.
Section 2.03. Director Emeritus. The Board of Directors may from time to time elect one or more Directors Emeritus. Each Director Emeritus shall be elected for a term expiring on the date of the regular meeting of the Board of Directors following the next annual meeting. No Director Emeritus shall be considered a “director” for purposes of these By-Laws or for any other purpose.
Section 2.04. Powers, Number, Quorum, Term, Vacancies, Removal. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Company’s Organization Certificate or by these By-Laws required to be exercised or done by the stockholders.
The number of directors may be changed by a resolution passed by a majority of the members of the Board of Directors or by a vote of the holders of record of at least a majority of the shares of stock of the Company issued and outstanding and entitled to vote, but at all times the Board of Directors must consist of not less than seven nor more than thirty directors. No more than one-third of the directors shall be active officers or employees of the Company. At least one-half of the directors must be citizens of the United States at the time of their election and during their continuance in office.
Except as otherwise required by law, rule or regulation, or by the Company’s Organization Certificate, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors, or such committee, as applicable. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or video, or other similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Whether or not a quorum shall be present at any meeting of the Board of Directors or a committee thereof, a majority of the directors present thereat may adjourn the meeting from time to time; notice of the adjourned meeting shall be given to the directors who were not present at the time of the adjournment, but if the time and place of the adjourned meeting are announced, no additional notice shall be required to be given to the directors present at the time of adjournment.
Directors shall hold office until the next annual election and until their successors shall have been elected and shall have qualified. Director vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term.
Any one or more of the directors of the Company may be removed either with or without cause at any time by a vote of the holders of record of at least a majority of the shares of stock of the Company, issued and outstanding and entitled to vote, and thereupon the term of the director or directors who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors, to be filled by a vote of the stockholders as provided in these By-Laws.
Section 2.05. Meetings, Notice. Meetings of the Board of Directors shall be held at such place either within or without the State of New York, as may from time to time be fixed by resolution of the Board, or as may be specified in the call or in a waiver of notice thereof. Regular meetings of the Board of Directors and its Executive Committee shall be held as often as may be required under applicable law, and special meetings may be held at any time upon the call of two directors, the Chairman of the Board or the President, by oral, telegraphic or written notice duly served on or sent or mailed to each director not less than two days before such meeting. Any meeting may be held without notice, if all directors are present, or if notice is waived in writing, either before or after the meeting, by those not present.
Section 2.06. Compensation. The Board of Directors may determine, from time to time, the amount of compensation, which shall be paid to its members. The Board of Directors shall also have power, in its discretion, to allow a fixed sum and expenses for attendance at each regular or special meeting of the Board, or of any committee of the Board. The Board of Directors shall also have power, in its discretion, to provide for and pay to directors rendering services to the Company not ordinarily rendered by directors, as such, special compensation appropriate to the value of such services, as determined by the Board from time to time.
ARTICLE III
COMMITTEES
Section 3.01. Executive Committee. There shall be an Executive Committee of the Board who shall be appointed annually by resolution adopted by the majority of the entire Board of Directors. The Chairman of the Board shall preside at meetings of the Executive Committee. In his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, such other member of the Executive Committee as the Executive Committee from time to time may designate shall preside at such meetings.
Section 3.02. Audit and Fiduciary Committee. There shall be an Audit and Fiduciary Committee appointed annually by resolution adopted by a majority of the entire Board of Directors which shall consist of such number of independent directors, as may from time to time be fixed by the Audit and Fiduciary Committee charter adopted by the Board of Directors.
Section 3.03. Other Committees. The Board of Directors shall have the power to appoint any other Committees as may seem necessary, and from time to time to suspend or continue the powers and duties of such Committees. Each Committee appointed pursuant to this Article shall serve at the pleasure of the Board of Directors.
Section 3.04. Limitations. No committee shall have the authority as to the following matters: (i) the submission to stockholders of any action that needs stockholders’ authorization under New York Banking Law; (ii) the filling of vacancies in the Board of Directors or in any such committee; (iii) the fixing of compensation of the directors for serving on the Board of Directors or on any committee; (iv) the amendment or repeal of these By-Laws, or the adoption of new by-laws; (v) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable; or (vi) the taking of action which is expressly required by any provision of New York Banking Law to be taken at a meeting of the Board of Directors or by a specified proportion of the directors.
ARTICLE IV
OFFICERS
Section 4.01. Titles and Election. The officers of the Company, who shall be chosen by the Board of Directors within twenty-five days after each annual meeting of stockholders, shall be a President, Chief Executive Officer, Chief Risk Officer, Chief Financial Officer, Treasurer, Secretary, and a General Auditor. The Board of Directors from time to time may elect one or more Managing Directors, Directors, Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents as it shall deem necessary, and may define their powers and duties. Any number of offices may be held by the same person, except the offices of President and Secretary.
Section 4.02. Terms of Office. Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified.
Section 4.03. Removal. Any officer may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the Board of Directors.
Section 4.04. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.05. Vacancies. If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board of Directors may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.
Section 4.06. President. The President shall have general authority to exercise all the powers necessary for the President of the Company. In the absence of the Chairman and the Lead Independent Director, the President shall preside at all meetings of the Board of Directors and of the stockholders. The President shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to the office of the president of a corporation and as from time to time may otherwise be prescribed by the Board of Directors.
Section 4.07. Chief Executive Officer. Unless otherwise determined by the Board of Directors, the President shall be the Chief Executive Officer of the Company. The Chief Executive Officer shall exercise the powers and perform the duties usual to the chief executive officer and, subject to the control of the Board of Directors, shall have general management and control of the affairs and business of the Company; he shall appoint and discharge employees and agents of the Company (other than officers elected by the Board of Directors); he shall see that all orders and resolutions of the Board of Directors are carried into effect; he shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to the office of the chief executive officer of a corporation and as from time to time may otherwise be prescribed by the Board of Directors.
Section 4.08. Chief Risk Officer. The Chief Risk Officer shall have the responsibility for the risk management and monitoring of the Company. The Chief Risk Officer shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to his office and as from time to time may otherwise be prescribed by the Board of Directors.
Section 4.09. Chief Financial Officer. The Chief Financial Officer shall have the responsibility for reporting to the Board of Directors on the financial condition of the Company, preparing and submitting all financial reports required by applicable law, and preparing annual financial statements of the Company and coordinating with qualified third party auditors to ensure such financial statements are audited in accordance with applicable law.
Section 4.10. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys, and other valuable effects in the name and to the credit of the Company, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors whenever they may require it an account of all his transactions as Treasurer and of the financial condition of the Company.
Section 4.11. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of proceedings in records or books to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors and shall perform such other duties and have such other powers as may be incident to the office of the secretary of a corporation and as from time to time may otherwise be prescribed by the Board of Directors. The Secretary shall have and be the custodian of the stock records and all other books, records and papers of the Company (other than financial) and shall see that all books, reports, statements, certificates and other documents and records required by law are properly kept and filed.
Section 4.12. General Auditor. The General Auditor shall be responsible, through the Audit and Fiduciary Committee, to the Board of Directors for the determination of the program of the internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall have and may exercise all the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit and Fiduciary Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit and Fiduciary Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit and Fiduciary Committee may request.
Section 4.13. Managing Directors, Directors and Vice Presidents. If chosen, the Managing Directors, Directors and Vice Presidents, in the order of their seniority, shall, in the absence or disability of the President, exercise all of the powers and duties of the President. Such Managing Directors, Directors and Vice Presidents shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Company, and they shall perform such other duties and have such other powers as may be incident to their respective offices and as from time to time may be prescribed by the Board of Directors or the President.
Section 4.14. Duties of Officers may be Delegated. In case of the absence or disability of any officer of the Company, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Section 5.01. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Company. Subject to the other provisions of this Article V, and subject to applicable law, the Company shall indemnify any person made or threatened to be made a party to an action or proceeding (other than one by or in the right of the Company to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Company served in any capacity at the request of the Company, by reason of the fact that such person, his or her testator or intestate, was a director or officer of the Company, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which such person reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company, and had no reasonable cause to believe that such person’s conduct was unlawful.
Section 5.02. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Company. Subject to the other provisions of this Article V, and subject to applicable law, the Company shall indemnify any person made, or threatened to be made, a party to an action by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person, his or her testator or intestate, is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company, except that no indemnification under this Section 5.02 shall be made in respect of (a) a threatened action, or a pending action which is settled or otherwise disposed of, or (b) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.
Section 5.03. Authorization of Indemnification. Any indemnification under this Article V (unless ordered by a court) shall be made by the Company only if authorized in the specific case (i) by the Board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be; or (ii) if a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, (x) by the Board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be, has been met by such director or officer; or (y) by the stockholders upon a finding that the director or officer has met the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be. A person who has been successful on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Sections 5.01 or 5.02, shall be entitled to indemnification as authorized in such section.
Section 5.04. Good Faith Defined. For purposes of any determination under Section 5.03, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, or to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Company or another enterprise, or on information supplied to such person by the officers of the Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The provisions of this Section 5.04 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be.
Section 5.05. Serving an Employee Benefit Plan on behalf of the Company. For the purpose of this Article V, the Company shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.
Section 5.06. Indemnification upon Application to a Court. Notwithstanding the failure of the Company to provide indemnification and despite any contrary resolution of the Board or stockholders under Section 5.03, or in the event that no determination has been made within ninety days after receipt of the Company of a written claim therefor, upon application to a court by a director or officer, indemnification shall be awarded by a court to the extent authorized in Section 5.01 or Section 5.02. Such application shall be upon notice to the Company. Neither a contrary determination in the specific case under Section 5.03 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct.
Section 5.07. Expenses Payable in Advance. Subject to the other provisions of this Article V, and subject to applicable law, expenses incurred in defending a civil or criminal action or proceeding may be paid by the Company in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount (i) if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article V, (ii) where indemnification is granted, to the extent expenses so advanced by the Company or allowed by a court exceed the indemnification to which such person is entitled and (iii) upon such other terms and conditions, if any, as the Company deems appropriate. Any such advancement of expenses shall be made in the sole and absolute discretion of the Company only as authorized in the specific case upon a determination made, with respect to a person who is a director or officer at the time of such determination, (i) by the Board acting by a quorum consisting of directors who are not parties to such action or proceeding, or (ii) if a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, (x) by the Board upon the opinion in writing of independent legal counsel or (y) by the stockholders and, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Company. Without limiting the foregoing, the Company reserves the right in its sole and absolute discretion to revoke at any time any approval previously granted in respect of any such request for the advancement of expenses or to, in its sole and absolute discretion, impose limits or conditions in respect of any such approval.
Section 5.08. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses granted pursuant to, or provided by, this Article V shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled whether contained in the Company’s Organization Certificate, these By-Laws or, when authorized by the Organization Certificate or these By-Laws, (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Nothing contained in this Article V shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.
Section 5.09. Insurance. Subject to the other provisions of this Article V, the Company may purchase and maintain insurance (in a single contract or supplement thereto, but not in a retrospective rated contract): (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this Article V, (ii) to indemnify directors and officers in instances in which they may be indemnified by the Company under the provisions of this Article V and applicable law, and (iii) to indemnify directors and officers in instances in which they may not otherwise be indemnified by the Company under the provisions of this Article V, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York Superintendent of Financial Services, for a retention amount and for co-insurance. Notwithstanding the foregoing, any such insurance shall be subject to the provisions of, and the Company shall comply with the requirements set forth in, Section 7023 of the New York State Banking Law.
Section 5.10. Limitations on Indemnification and Insurance. All indemnification and insurance provisions contained in this Article V are subject to any limitations and prohibitions under applicable law, including but not limited to Section 7022 (with respect to indemnification, advancement or allowance) and Section 7023 (with respect to insurance) of the New York State Banking Law and the Federal Deposit Insurance Act (with respect to administrative proceedings or civil actions initiated by any federal banking agency). Notwithstanding anything contained in this Article V to the contrary, no indemnification, advancement or allowance shall be made (i) to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or (ii) in any circumstance where it appears (a) that the indemnification would be inconsistent with a provision of the Company’s Organization Certificate, these By-Laws, a resolution of the Board or of the stockholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the threatened or pending action or proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) if there has been a settlement approved by the court, that the indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the settlement.
Notwithstanding anything contained in this Article V to the contrary, but subject to any requirements of applicable law, (i) except for proceedings to enforce rights to indemnification (which shall be governed by Section 5.06), the Company shall not be obligated to indemnify any director or officer (or his testators intestate) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Company, (ii) with respect to indemnification or advancement of expenses relating to attorneys’ fees under this Article V, counsel for the present or former director or officer must be reasonably acceptable to the Company (and the Company may, in its sole and absolute discretion, establish a panel of approved law firms for such purpose, out of which the present or former director or officer could be required to select an approved law firm to represent him), (iii) indemnification in respect of amounts paid in settlement shall be subject to the prior consent of the Company (not to be unreasonably withheld), (iv) any and all obligations of the Corporation under this Article V shall be subject to applicable law, (v) in no event shall any payments pursuant to this Article V be made if duplicative of any indemnification or advancement of expenses or other reimbursement available to the applicable director or officer (other than for coverage maintained by such person in his individual capacity), and (vi) no indemnification or advancement of expenses shall be provided under these By-Laws to any person in respect of any expenses, judgments, fines or amounts paid in settlement to the extent incurred by such person in his capacity or position with another entity (including, without limitation, an entity that is a stockholder of the Company or any of the branches or affiliates of such stockholder), except as expressly provided in these By-Laws in respect of such person’s capacity and position as a director or officer of the Company or such person is a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
Section 5.11. Indemnification of Other Persons. The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses (whether pursuant to an adoption of a policy or otherwise) to employees and agents of the Company (whether similar to those conferred in this Article V upon directors and officers of the Company or on other terms and conditions authorized from time to time by the Board of Directors), as well as to employees of direct and indirect subsidiaries of the Company and to other persons (or categories of persons) approved from time to time by the Board of Directors.
Section 5.12. Repeal. Any repeal or modification of this Article V shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee or agent of the Company existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
CAPITAL STOCK
Section 6.01. Certificates. The interest of each stockholder of the Company shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The certificates of stock shall be signed by the Chairman of the Board or the President or a Managing Director or a Director or a Vice President and by the Secretary, or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed with the seal of the Company or a facsimile thereof, and countersigned and registered in such manner, if any, as the Board of Directors may by resolution prescribe. Where any such certificate is countersigned by a transfer agent other than the Company or its employee, or registered by a registrar other than the Company or its employee, the signature of any such officer may be a facsimile signature. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Company, whether because of death, resignation, retirement, disqualification, removal or otherwise, before such certificate or certificates shall have been delivered by the Company, such certificate or certificates may nevertheless be adopted by the Company and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Company.
Section 6.02. Transfer. The shares of stock of the Company shall be transferred only upon the books of the Company by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Company or its agents may reasonably require.
Section 6.03. Record Dates. The Board of Directors may fix in advance a date, not less than 10 nor more than 50 days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the distribution or allotment of any rights, or the date when any change, conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to receive any distribution or allotment of such rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such distribution or allotment or rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Company after any such record date fixed as aforesaid.
Section 6.04. Lost Certificates. In the event that any certificate of stock is lost, stolen, destroyed or mutilated, the Board of Directors may authorize the issuance of a new certificate of the same tenor and for the same number of shares in lieu thereof. The Board may in its discretion, before the issuance of such new certificate, require the owner of the lost, stolen, destroyed or mutilated certificate or the legal representative of the owner to make an affidavit or affirmation setting forth such facts as to the loss, destruction or mutilation as it deems necessary and to give the Company a bond in such reasonable sum as it directs to indemnify the Company.
ARTICLE VII
CHECKS, NOTES, ETC.
Section 7.01. Checks, Notes, Etc. All checks and drafts on the Company’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, may be signed by the President or any Managing Director or any Director or any Vice President and may also be signed by such other officer or officers, agent or agents, as shall be thereunto authorized from time to time by the Board of Directors.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Fiscal Year. The fiscal year of the Company shall be from January 1 to December 31, unless changed by the Board of Directors.
Section 8.02. Books. There shall be kept at such office of the Company as the Board of Directors shall determine, within or without the State of New York, correct books and records of account of all its business and transactions, minutes of the proceedings of its stockholders, Board of Directors and committees, and the stock book, containing the names and addresses of the stockholders, the number of shares held by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall be registered, and such other books and records as the Board of Directors may from time to time determine.
Section 8.03. Voting of Stock. Unless otherwise specifically authorized by the Board of Directors, all stock owned by the Company, other than stock of the Company, shall be voted, in person or by proxy, by the President or any Managing Director or any Director or any Vice President of the Company on behalf of the Company.
ARTICLE IX
AMENDMENTS
Section 9.01. Amendments. The vote of the holders of at least a majority of the shares of stock of the Company issued and outstanding and entitled to vote shall be necessary at any meeting of stockholders to amend or repeal these By-Laws or to adopt new by-laws. These By-Laws may also be amended or repealed, or new by-laws adopted, at any meeting of the Board of Directors by the vote of at least a majority of the entire Board, provided that any by-law adopted by the Board may be amended or repealed by the stockholders in the manner set forth above.
Any proposal to amend or repeal these By-Laws or to adopt new by-laws shall be stated in the notice of the meeting of the Board of Directors or the stockholders or in the waiver of notice thereof, as the case may be, unless all of the directors or the holders of record of all of the shares of stock of the Company issued and outstanding and entitled to vote are present at such meeting.
Exhibit 7
DEUTSCHE BANK TRUST COMPANY AMERICAS
00623
New York, NY 10019
Board of Governors of the Federal Reserve System Federal Deposit Insurance Corporation Office of the Comptroller of the Currency |
OMB Number 7100-0036 OMB Number 3064-0052 OMB Number 1557-0081 Approval expires December 31, 2024 Page 1 of 87 |
Federal Financial Institutions Examination Council
|
Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041
|
Report at the close of business December 31, 2021
|
This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations).
Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations. |
20211231 (RCON 9999) |
This report form is to be filed by banks with domestic offices only and total consolidated assets of less than $100 billion, except those banks that file the FFIEC 051, and those banks that are advanced approaches institutions for regulatory capital purposes that are required to file the FFIEC 031. |
NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations.
I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting
Signature of Chief Financial Officer (or Equivalent) |
01/28/2022 |
Date of Signature |
schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief.
We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.
Director (Trustee) |
Director (Trustee) |
Director (Trustee) |
Submission of Reports
Each bank must file its Reports of Condition and Income (Call Report) data by either:
(a) |
Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or |
(b) |
Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR. |
For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov.
FDIC Certificate Number | 623 | ||
(RSSD 9050) |
To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files.
The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount.
DEUTSCHE BANK TRUST COMPANY AMERICAS |
Legal Title of Bank (RSSD 9017)
New York |
City (RSSD 9130)
NY | 10019 | ||
State Abbreviation (RSSD 9200) | Zip Code (RSSD 9220) |
Legal Entity Identifier (LEI)
8EWQ2UQKS07AKK8ANH81
(Report only if your institution already has an LEI.) (RCON 9224)
The estimated average burden associated with this information collection is 55.53 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429. |
12/2021
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS
00623
New York, NY 10019
FFIEC 041
Page 2 of 87
Consolidated Reports of Condition and Income for a Bank
with Domestic Offices Only
Table of Contents
Signature Page | 1 | |
Contact Information | 3, 4 | |
Report of Income | ||
Schedule RI—Income Statement | RI-1, 2, 3, 4 | |
Schedule RI-A—Changes in Bank Equity Capital | RI-5 | |
Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowances for Credit Losses | ||
Part I. Charge-offs and Recoveries on Loans and Leases | RI-6, 7 | |
Part II. Changes in Allowances for Credit Losses | RI-8 | |
Schedule RI-C—Disaggregated Data on the Allowance for Loan and Lease Losses (to be completed only by selected banks) | ||
Part I. Disaggregated Data on the Allowance for Loan and Lease Losses | RI-9 | |
Part II. Disaggregated Data on the Allowances for Credit Losses | RI-10 | |
Schedule RI-E—Explanations | RI-11, 12 | |
Report of Condition | ||
Schedule RC—Balance Sheet | RC-1, 2 | |
Schedule RC-A—Cash and Balances Due from Depository Institutions (to be completed only by selected banks) | RC-3 | |
Schedule RC-B—Securities | RC-3, 4, 5, 6, 7 | |
Schedule RC-C—Loans and Lease Financing Receivables: | ||
Part I. Loans and Leases | RC-8, 9, 10, 11, 12, 13 | |
Part II. Loans to Small Businesses and Small Farms | RC-14,15 | |
Schedule RC-D—Trading Assets and Liabilities | ||
(to be completed only by selected banks) | RC-16 |
Schedule RC-E—Deposit Liabilities | RC-17,.18,. 19 | |
Schedule RC-F—Other Assets | RC-20 | |
Schedule RC-G—Other Liabilities | RC-20 | |
Schedule RC-K—Quarterly Averages | RC-21,. 22 | |
Schedule RC-L—Derivatives and Off-Balance-Sheet Items | RC-23, 24, 25, 26 | |
Schedule RC-M—Memoranda | RC-27, 28, 29, 30 | |
Schedule RC-N—Past Due and Nonaccrual Loans, Leases, and Other Assets | RC-31, 32, 33, 34, 35 | |
Schedule RC-O—Other Data for Deposit Insurance Assessments | RC-36, 37, 38, 39, 40, 41 | |
Schedule RC-P—1–4 Family Residential Mortgage Banking Activities (to be completed only by selected banks) | RC-42 | |
Schedule RC-Q—Assets and Liabilities Measured at Fair Value on a Recurring Basis (to be completed only by selected banks) | RC-43, 44, 45 | |
Schedule RC-R—Regulatory Capital: | ||
Part I. Regulatory Capital Components and Ratios | RC-46, 47, 48, 49 | |
Part. II. Risk-Weighted Assets | RC-50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63 | |
Schedule RC-S—Servicing, Securitization, and Asset Sale Activities | RC-64, 65 | |
Schedule RC-T—Fiduciary and Related Services | RC-66, 67, 68, 69 | |
Schedule RC-V—Variable Interest Entities | RC-70 | |
Optional Narrative Statement Concerning the Amounts Reported in the Consolidated Reports of Condition and Income | RC-71 |
For information or assistance, national banks, state nonmember banks, and savings associations should contact the FDIC’s Data Collection and Analysis Section, 550 17th Street, NW, Washington, DC 20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern Time. State member banks should contact their Federal Reserve District Bank.
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS
00623
New York, NY 10019
FFIEC 041
Page 17 of 87
RC-1
Consolidated Report of Condition for Insured Banks
and Savings Associations for December 31, 2021
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RC—Balance Sheet
Dollar Amounts in Thousands | RCON | Amount | |||||
Assets | |||||||
1. | Cash and balances due from depository institutions (from Schedule RC-A) | ||||||
a. | Noninterest-bearing balances and currency and coin (1) | 0081 | 15,000 | 1.a. | |||
b. | Interest-bearing balances (2) | 0071 | 27,628,000 | 1.b. | |||
2. | Securities: | ||||||
a. | Held-to-maturity securities (from Schedule RC-B, column A) (3) | JJ34 | 0 | 2.a. | |||
b. | Available-for-sale debt securities (from Schedule RC-B, column D) | 1773 | 772,000 | 2.b. | |||
c. | Equity securities with readily determinable fair values not held for trading (4) | JA22 | 6,000 | 2.c. | |||
3. | Federal funds sold and securities purchased under agreements to resell: | ||||||
a. | Federal funds sold | B987 | 0 | 3.a. | |||
b. | Securities purchased under agreements to resell (5, 6) | B989 | 5,917,000 | 3.b. | |||
4. | Loans and lease financing receivables (from Schedule RC-C): | ||||||
a. | Loans and leases held for sale | 5369 | 0 | 4.a. | |||
b. | Loans and leases held for investment | B528 | 12,417,000 | 4.b. | |||
c. | LESS: Allowance for loan and lease losses | 3123 | 13,000 | 4.c. | |||
d. | Loans and leases held for investment, net of allowance (item 4.b minus 4.c) (7) | B529 | 12,404,000 | 4.d. | |||
5. | Trading assets (from Schedule RC-D) | 3545 | 0 | 5. | |||
6. | Premises and fixed assets (including capitalized leases) | 2145 | 0 | 6. | |||
7. | Other real estate owned (from Schedule RC-M) | 2150 | 2,000 | 7. | |||
8. | Investments in unconsolidated subsidiaries and associated companies | 2130 | 0 | 8. | |||
9. | Direct and indirect investments in real estate ventures | 3656 | 0 | 9. | |||
10. | Intangible assets (from Schedule RC-M) | 2143 | 17,000 | 10. | |||
11. | Other assets (from Schedule RC-F) (6) | 2160 | 1,995,000 | 11. | |||
12. | Total assets (sum of items 1 through 11) | 2170 | 48,756,000 | 12. | |||
Liabilities | |||||||
13. | Deposits: | ||||||
a. | In domestic offices (sum of totals of columns A and C from Schedule RC-E) | 2200 | 37,450,000 | 13.a. | |||
(1) Noninterest-bearing (8) | 6631 | 17,321,000 | 13.a. | ||||
(2) Interest-bearing | 6636 | 20,129,000 | 13.a. | ||||
b. | Not applicable | ||||||
14. | Federal funds purchased and securities sold under agreements to repurchase: | ||||||
a. | Federal funds purchased (9) | B993 | 0 | 14.a. | |||
b. | Securities sold under agreements to repurchase (10) | B995 | 0 | 14.b. | |||
15. | Trading liabilities (from Schedule RC-D) | 3548 | 0 | 15. | |||
16. | Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M) | 3190 | 87,000 | 16. | |||
17. | and 18. Not applicable | ||||||
19. | Subordinated notes and debentures (11) | 3200 | 0 | 19. |
1. | Includes cash items in process of collection and unposted debits. |
2. | Includes time certificates of deposit not held for trading. |
3. | Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B. |
4. | Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for ''Securities Activities'' for further detail on accounting for investments in equity securities. |
5. | Includes all securities resale agreements, regardless of maturity. |
6. | Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses. |
7. | Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases. |
8. | Includes noninterest-bearing demand, time, and savings deposits. |
9. | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, ''Other borrowed money.'' |
10. | Includes all securities repurchase agreements, regardless of maturity. |
11. | Includes limited-life preferred stock and related surplus. |
12/2021
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS
00623
New York, NY 10019
FFIEC 041
Page 18 of 87
RC-2
Schedule RC–Continued
Dollar Amounts in Thousands | RCON | Amount | ||
Liabilities—continued | ||||
20. | Other liabilities (from Schedule RC-G) | 2930 | 1,885,000 | 20. |
21. | Total liabilities (sum of items 13 through 20) | 2948 | 39,422,000 | 21. |
22. | Not applicable | |||
Equity
Capital Bank Equity Capital |
||||
23. | Perpetual preferred stock and related surplus | 3838 | 0 | 23. |
24. | Common stock | 3230 | 2,127,000 | 24. |
25. | Surplus (exclude all surplus related to preferred stock) | 3839 | 941,000 | 25. |
26. | a. Retained earnings | 3632 | 6,274,000 | 26.a. |
b. Accumulated other comprehensive income (1) | B530 | (8,000) | 26.b. | |
c. Other equity capital components (2) | A130 | 0 | 26.c. | |
27. | a. Total bank equity capital (sum of items 23 through 26.c) | 3210 | 9,334,000 | 27.a. |
b. Noncontrolling (minority) interests in consolidated subsidiaries | 3000 | 0 | 27.b. | |
28. | Total equity capital (sum of items 27.a and 27.b) | G105 | 9,334,000 | 28. |
29. | Total liabilities and equity capital (sum of items 21 and 28) | 3300 | 48,756,000 | 29. |
Memoranda To be reported with the March Report of Condition |
||||
1. | Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2020 | RCON | Number | |
6724 | NA | M.1. |
To be reported with the March Report of Condition. | RCON | Date | ||
2. | Bank’s fiscal year-end date (report the date in MMDD format) | 8678 | NA | M.2. |
1. | Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments. |
2. | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |
06/2012
Exhibit 99.1
T-MOBILE USA, INC.
LETTER OF TRANSMITTAL
OFFERS TO EXCHANGE
$800,000,000 PRINCIPAL AMOUNT OF ITS 2.250% SENIOR NOTES DUE 2026, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR
AN EQUAL PRINCIPAL AMOUNT OF 2.250% SENIOR NOTES DUE 2026
$1,100,000,000 PRINCIPAL AMOUNT OF ITS 3.375% SENIOR NOTES DUE 2029, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR
AN EQUAL PRINCIPAL AMOUNT OF 3.375% SENIOR NOTES DUE 2029
$1,100,000,000 PRINCIPAL AMOUNT OF ITS 3.500% SENIOR NOTES DUE 2031, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR
AN EQUAL PRINCIPAL AMOUNT OF 3.500% SENIOR NOTES DUE 2031
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THE EXCHANGE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2022 (THE “EXPIRATION DATE”) UNLESS EXTENDED. | |
The Exchange Agent is:
DEUTSCHE BANK TRUST COMPANY AMERICAS
Please email all inquiries to:
transfer.operations@db.com
To Confirm by Telephone:
(877) 735-7777, Option 2
By Mail, Overnight Mail or Courier:
Transfer Operations
DB Services Americas, Inc.
COO Corporate & Investment Banking Technology and Operations
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256
Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery. Only hard copies of this Letter of Transmittal or presentations via DTC’s Automated Tender Offer Program (“ATOP”) will be accepted.
Questions and requests for assistance or for additional copies of the Prospectus or of the Letter of Transmittal and or related materials must be directed to the Exchange Agent by calling (877) 843-9767.
The undersigned acknowledges receipt of the Prospectus, dated April 22, 2022 (the “Prospectus”) of T-Mobile USA, Inc. (the “Issuer”), T-Mobile US, Inc. (the “Parent Guarantor”) and the guarantor co-registrants (the “Subsidiary Guarantors” and collectively with the Parent Guarantor, the “Guarantors”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Issuer’s offers (the “Exchange Offers”) to exchange all outstanding unregistered 2.250% Senior Notes due 2026, 3.375% Senior Notes due 2029 and 3.500% Senior Notes due 2031 (collectively, the “Old Notes”) and in each case the guarantees of the Guarantors with respect thereto (such guarantees collectively with the Old Notes, the “Old Securities”), issued on May 13, 2021, that are validly tendered and not validly withdrawn for an equal principal amount of the respective series of the Issuer’s 2.250% Senior Notes due 2026, 3.375% Senior Notes due 2029 and 3.500% Senior Notes due 2031 (collectively, the “Exchange Notes”) and in each case the guarantees of the Guarantors with respect thereto (such guarantees collectively with the Exchange Notes, the “Exchange Securities”) the offers of which have been registered under the Securities Act. The Issuer and the Guarantors are registering the Exchange Offers in reliance on the position of the staff of the U.S. Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital Holdings Corporation (April 13, 1989), Morgan Stanley & Co. Incorporated (June 5, 1991) and Shearman & Sterling (July 2, 1993).
The terms of the Exchange Notes to be issued in the Exchange Offers are substantially identical in all material respects to the Old Notes, except that the Exchange Notes will be registered under the Securities Act and, therefore, will not bear legends restricting their transfer, will not contain terms providing for additional interest if the Issuer and the Guarantors fail to perform their registration obligations with respect to the Old Notes and, with limited exceptions, will not be entitled to registration rights. The Issuer is not making the Exchange Offers to holders of the Old Notes in any jurisdiction in which the Exchange Offers or the acceptance of the Exchange Offers would not be in compliance with the securities or Blue Sky laws of such jurisdiction. Nor will the Issuer also accept surrenders for exchange from holders of the Old Notes in any jurisdiction in which the Exchange Offers or the acceptance of the Exchange Offers would not be in compliance with the securities or Blue Sky laws of such jurisdiction.
Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS RELATING TO THE PROCEDURE FOR TENDERING AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offers.
PLEASE READ THE ENTIRE
LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.
* | Need not be completed by book-entry holders. |
** | Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. See instruction 2. |
Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Old Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Old Notes are held of record by The Depository Trust Company (“DTC”).
☐ | CHECK HERE IF EXCHANGE NOTES ARE TO BE ISSUED TO A PERSON OTHER THAN THE PERSON SIGNING THIS LETTER OF TRANSMITTAL: |
Name:
Address:
☐ | CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO AN ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL: |
Name:
Address:
☐ | CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED OLD NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. |
Name:
Address:
The undersigned or any beneficial owner represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned or any beneficial owner is a broker-dealer that will receive Exchange Securities for its own account in exchange for Old Securities that were acquired as a result of market-making activities or other trading activities, the undersigned or such beneficial owner acknowledges that (i) it has not entered into any arrangement or understanding with the Issuer, the Guarantors or any of their affiliates to distribute the Exchange Securities; and (ii) it will deliver a prospectus meeting the requirements of the Securities Act, in connection with any resale of Exchange Securities received in respect of such Old Securities pursuant to the Exchange Offers. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offers with respect to Old Securities acquired other than as a result of market-making activities or other trading activities. Any holder who is an “affiliate” of the Issuer or any Guarantor or who has an arrangement or understanding with respect to the distribution of the Exchange Securities to be acquired pursuant to the Exchange Offers, or any broker-dealer that purchased Old Securities from the Issuer to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offers, the undersigned hereby tenders to the Issuer the principal amount of the Old Notes indicated above. Unless otherwise indicated above, the undersigned will be deemed to have tendered the full aggregate principal amount represented by the Old Notes. Subject to, and effective upon, the acceptance for exchange of any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offers (including, if the Exchange Offers is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuer, in connection with the Exchange Offers) to cause the Old Notes to be assigned, transferred and exchanged.
The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Old Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, the Issuer will acquire good and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Old Notes or transfer ownership of such Old Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Old Notes by the Issuer and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Issuer of its obligations under the registration rights agreement dated as of May 13, 2021 in connection with the issuances of the Old Notes (the “Registration Rights Agreement”), and that the Issuer shall have no further obligations or liabilities thereunder. The undersigned will comply with its obligations under the Registration Rights Agreement.
The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Issuer’s acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offers. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Issuer may not be required to accept for exchange any of the Old Notes.
By tendering Old Notes and executing this Letter of Transmittal, the undersigned represents that (i) the holder is not an “affiliate” of the Issuer or any Guarantor within the meaning of Rule 405 under the Securities Act or, if such an affiliate, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Securities; (ii) the holder is not participating or engaged in, and does not intend to participate or engage in, and has no arrangement or understanding with any person to participate or engage in, the distribution (within the meaning of the Securities Act) of the Exchange Securities; (iii) the holder is acquiring the Exchange Securities in its ordinary course of business; and (iv) if the holder is a broker-dealer that will receive the Exchange Securities for its own account in exchange for the Old Securities that were acquired as a result of market-making activities or other trading activities, such holder has not entered into any arrangement or understanding with the Issuer, the Guarantors or any of their affiliates to distribute the Exchange Securities and such holder will deliver a prospectus (or, to the extent permitted by law, make available a prospectus) meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities. If the undersigned or the person receiving such Exchange Securities, whether or not such person is the undersigned, is a broker-dealer that will receive Exchange Securities for its own account in exchange for Old Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
The undersigned understands that all resales of the Exchange Securities must be made in compliance with applicable state securities or Blue Sky laws. If a resale does not qualify for an exemption from these laws, the undersigned acknowledges that it may be necessary to register or qualify the Exchange Securities in a particular state or to make the resale through a licensed broker-dealer in order to comply with these laws. The undersigned further understands that the Issuer and the Guarantors assume no responsibility regarding compliance with state securities or Blue Sky laws in connection with resales.
Any holder of Old Securities using the Exchange Offers to participate in a distribution of the Exchange Securities (i) cannot rely on the position of the Staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (April 13, 1989) or similar interpretive letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable but tendered Old Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal.
Certificates for all Exchange Notes delivered in exchange for tendered Old Notes and any Old Notes delivered herewith but not exchanged, in each case if registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.
The undersigned, by completing the box entitled “Description of Old Notes Tendered Herewith” above and signing this letter, will be deemed to have tendered the Old Notes as set forth in such box.
TENDERING
HOLDER(S) SIGN HERE (Complete accompanying IRS Form W-9 or IRS Form W-8, as applicable) |
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| | ||
Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for Exchange Notes hereby tendered or in whose name Exchange Notes are registered on the books of DTC or one of its participants, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 3. | |||
(Signature(s) of Holder(s)) | |||
Date | | | |
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Name(s) | | | |
(Please Print) | |||
Capacity (full title) | | | |
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Address | | | |
(Including Zip Code) | |||
Daytime Area Code and Telephone No. | | | |
Taxpayer Identification No. | | | |
GUARANTEE OF SIGNATURE(S) (If Required—See Instruction 3) |
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Authorized Signature | | | |
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Dated | | | |
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Name | | | |
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Title | | | |
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Name of Firm | | | |
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Address of Firm | | | |
(Include Zip Code) | |||
Area Code and Telephone No. | | | |
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SPECIAL DELIVERY
INSTRUCTIONS (See Instructions 3 and 4) |
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To be completed ONLY if Exchange Notes or Old Notes not tendered are to be delivered to the registered holder(s) at an address other than that shown above. | |||
Deliver: | | | ☐ Old Notes not tendered to: |
| | ☐ Exchange Notes to: | |
Name(s): | | | |
Address: | | | |
(Including Zip Code) | |||
Daytime Area Code and Telephone No. | | | |
| | ||
Taxpayer Identification No. | |||
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFERS
1. | Delivery of this Letter of Transmittal and Certificates. |
A holder of Old Notes may tender the same by (i) properly completing and signing this Letter of Transmittal and delivering the same, together with the certificate or certificates, if applicable, representing the Old Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date or (ii) complying with the procedure for book-entry transfer described below.
Holders of Old Notes may tender Old Notes by book-entry transfer by crediting the Old Notes to the Exchange Agent’s account at DTC in accordance with ATOP and by complying with applicable ATOP procedures with respect to the Exchange Offers. DTC participants that are accepting the Exchange Offers should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Old Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal or the DTC participant confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owners as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offers as to execution and delivery of a Letter of Transmittal by the participants identified in the Agent’s Message.
The method of delivery of this Letter of Transmittal, the Old Notes and any other required documents is at the election and risk of the holder, and except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. In all cases, sufficient time should be allowed to permit timely delivery. No Old Notes or Letters of Transmittal should be sent to the Issuer. The Issuer reserves the right to reject any particular Old Note not properly tendered, or any acceptance that might, in the Issuer’s judgment, be unlawful. The Issuer also reserves the right to waive any defects or irregularities with respect to the form of, or procedures applicable to, the tender of any particular Old Note before the expiration date. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured before the expiration date.
The Exchange Agent must receive the certificates for all physically tendered Old Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with this properly completed and duly executed Letter of Transmittal or Agent’s Message with any required signature guarantees and any other documents required by this Letter of Transmittal, prior to the Expiration Date, all as provided in the Prospectus.
No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of the Old Notes for exchange.
2. | Partial Tenders (not applicable to holders that tender by book-entry transfer); Withdrawals. |
If less than the entire principal amount of Old Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Old Notes tendered in the box entitled “Description of Old Notes Tendered Herewith.” A newly issued certificate for the Old Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offers may be withdrawn prior to the Expiration Date.
To be effective with respect to the tender of Old Notes, a written notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, identify the Old Notes to be withdrawn (including the principal amount of such Old Notes and, if applicable, the registration numbers and total principal amount of such Old Notes) and, where certificates for Old Notes have been transmitted, specify the name in which such Old Notes were registered if different from that of the withdrawing holder. Any such notice of withdrawal must also be signed by the person having tendered the Old Notes to be withdrawn in the same manner as the original signature on the letter of transmittal by which these Old Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to permit the trustee for the Old Notes to register the transfer of these Old Notes into the name of the person having made the original tender and withdrawing the tender and, if applicable because the Old Notes have been tendered through the book-entry procedure, specify the name and number of the participant’s account at DTC to be credited if different than that of the person having tendered the Old Notes to be withdrawn.
If certificates for Old Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Guarantor Institution (as defined below) unless such holder is an Eligible Guarantor Institution.
If Old Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Old Notes and otherwise comply with the procedures of such facility. The Issuer will determine all questions as to the validity, form and eligibility (including time of receipt) of such notices, and the Issuer’s determination shall be final and binding on all parties. The Issuer will deem any Old Notes so withdrawn not to have been validly tendered for exchange for purposes of the Exchange Offers. Any Old Notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account of DTC according to the procedures described above, such Old Notes will be credited to an account maintained with DTC for Old Notes) promptly after withdrawal, rejection of tender or termination of the Exchange Offers. Properly withdrawn Old Notes may be retendered by following one of the procedures described under “The Exchange Offer—Procedures for Tendering” in the Prospectus at any time prior to the expiration time.
3. | Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. |
If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Old Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Old Notes.
When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Old Notes) of Old Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.
If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Old Notes listed, such Old Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Issuer and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Old Notes.
If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, proper evidence satisfactory to the Issuer of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Old Notes are tendered: (i) by a holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution. In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an Eligible Guarantor Institution which is a member of a firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”). If Old Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Old Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Issuer, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.
4. | Special Issuance and Delivery Instructions. |
Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Old Notes not exchanged are to be issued or delivered, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification number of the person named must also be indicated and, as described in Instruction 8, a duly completed IRS Form W-9 or IRS Form W-8, as applicable, must be provided. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.
5. | Transfer Taxes |
If certificates representing Exchange Notes or Old Notes for principal amounts not tendered or accepted for exchange are to be registered or issued in the name of any person other than the registered holder of the Old Notes tendered, or if tendered Old Notes or Exchange Notes are to be registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any other reason, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the applicable holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such applicable holder.
6. | Waiver of Conditions. |
The Issuer reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offers set forth in the Prospectus.
7. | Mutilated, Lost, Stolen or Destroyed Securities. |
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.
8. | Taxpayer Information; IRS Form W-9; IRS Form W-8. |
Under U.S. federal income tax law, a tendering holder whose Old Notes are accepted for exchange for Exchange Notes may be subject to backup withholding on reportable payments made on the Exchange Notes unless the holder provides the Exchange Agent, Issuer, or other payor with its correct taxpayer identification number (“TIN”) and certain other information on Internal Revenue Service (“IRS”) Form W-9, which is provided below, or otherwise establishes an exemption. If the Exchange Agent, Issuer or other payor is not provided with the correct TIN or an adequate basis for an exemption, a holder may be subject to a penalty imposed by the IRS, and backup withholding (currently, at a rate of 24%) may apply to any reportable payments on the Exchange Notes made to such holder. Such reportable payments generally will be subject to information reporting, even if the Exchange Agent, Issuer or other payor is provided with a TIN. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely provided to the IRS.
To prevent backup withholding on reportable payments made on the Exchange Notes, each holder that is a “United States person” for U.S. federal income tax purposes should provide a properly completed and executed IRS Form W-9. Please see the instructions to the enclosed IRS Form W-9 for further information.
Certain holders (including, among others, generally all corporations and certain non-U.S. persons) are not subject to backup withholding. Exempt U.S. holders may establish their exempt status on IRS Form W-9. A non-U.S. holder may establish an exemption from backup withholding by submitting a properly completed IRS Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, as the case may be, together with any required attachments, signed under penalties of perjury, attesting to that holder’s non-U.S. status. The applicable IRS Form W-8 can be obtained from the IRS website at www.irs.gov.
9. | Requests for Assistance or Additional Copies. |
Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offers, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.
IMPORTANT: This Letter of Transmittal (together with certificates of Old Notes or confirmation of book-entry transfer and all other required documents) must be received by the Exchange Agent on or prior to the Expiration Date.
Security Type
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Security Class Title
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Fee Calculation or Carry Forward Rule
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Amount Registered
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Proposed Maximum Offering Price Per Unit
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Maximum Aggregate Offering Price
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Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
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Carry Forward File Number
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Carry Forward Initial effective date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
Carry Forward Securities
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
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Total Offering Amounts
|
$3,000,000,000
|
$ 278,100.00
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Total Fees Previously Paid
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$ 0.00
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|||||||||||
Total Fee Offsets
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$ 0.00
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Net Fee Due
|
$ 278,100.00
|
(1)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended.
|
(2) |
The 2.250% Senior Notes due 2026, the 3.375% Senior Notes due 2029 and the 3.500% Senior Notes due 2031 will be the obligations of T-Mobile USA, Inc.
|
(3) |
T-Mobile US, Inc. and the registrants listed on the Table of Additional Registrants will guarantee the obligations of T-Mobile USA, Inc. under the 2.250% Senior Notes due 2026, the 3.375% Senior Notes due
2029 and the 3.500% Senior Notes due 2031. The guarantees are not traded separately. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no additional registration fee is due with respect to the guarantees.
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