UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 17, 2023


graphic
T-MOBILE US, INC.
(Exact name of registrant as specified in its charter)


Delaware
1-33409
20-0836269
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

12920 SE 38th Street
Bellevue, Washington
(Address of principal executive offices)
  
 
98006-1350
(Zip Code)
 
Registrant’s telephone number, including area code: (425) 378-4000
 
(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.00001 par value per share
  
TMUS
  
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
Item 1.01.
Entry into a Material Definitive Agreement.
 
On March 17, 2023, T-Mobile US, Inc. (the “Company”) announced the completion of the previously announced consent solicitations by its wholly-owned subsidiaries Sprint LLC (“Sprint”) and Sprint Capital Corporation (“SCC”) (the “Consent Solicitations”) and the receipt, as of March 17, 2023, of the requisite consents to approve the Sprint Indenture Amendments and the SCC Indenture Amendments (each as defined below), respectively.
 
On March 17, 2023, Sprint entered into the Ninth Supplemental Indenture (the “Sprint Supplemental Indenture”) by and between Sprint and The Bank of New York Mellon Trust Company, N.A. (the “Sprint Trustee”), which amends and supplements the Senior Notes Indenture, dated as of September 11, 2013, by and between Sprint and the Sprint Trustee (as amended and supplemented, the “Sprint Indenture”).  The Sprint Supplemental Indenture effects certain amendments (the “Sprint Indenture Amendments”) to the Sprint Indenture pertaining to Sprint’s 7.875% Notes due 2023, 7.125% Notes due 2024, 7.625% Notes due 2025 and 7.625% Notes due 2026 (collectively, the “Sprint Notes”).  Holders representing 91.30%, 93.32%, 95.92% and 93.96% in aggregate principal amount of Sprint’s 7.875% Notes due 2023, 7.125% Notes due 2024, 7.625% Notes due 2025 and 7.625% Notes due 2026, respectively, consented to the Sprint Indenture Amendments.
 
Also on March 17, 2023, SCC entered into the Sixth Supplemental Indenture (the “SCC Supplemental Indenture”) by and among SCC, Sprint Communications LLC (“Sprint Communications”) and The Bank of New York Mellon Trust Company, N.A. (the “SCC Trustee”), which amends and supplements the Indenture, dated as of October 1, 1998, by and among SCC, Sprint Communications and the SCC Trustee (as amended and supplemented, the “SCC Indenture”).  The SCC Supplemental Indenture effects certain amendments (the “SCC Indenture Amendments” and together with the Sprint Indenture Amendments, the “Indenture Amendments”) to the SCC Indenture pertaining to SCC’s 6.875% Notes due 2028 and 8.750% Notes due 2032 (collectively, the “SCC Notes” and together with the Sprint Notes, the “Notes”).  Holders representing 88.83% and 94.03% in aggregate principal amount of SCC’s 6.875% Notes due 2028 and 8.750% Notes due 2032, respectively, consented to the SCC Indenture Amendments.
 
The Indenture Amendments are being effected in connection with the Membership Interest Purchase Agreement, dated as of September 6, 2022 (as it may be amended, supplemented or modified from time to time, the “Purchase Agreement”), made by and among Sprint, Sprint Communications and Cogent Infrastructure, Inc. (“Cogent”), pursuant to which Cogent agreed to acquire certain assets and liabilities primarily relating to the U.S. long-haul fiber network (including the non-U.S. extensions thereof) of Sprint Communications and its subsidiaries (such assets and liabilities collectively, the “Wireline Business”) on the terms and subject to the conditions set forth in the Purchase Agreement.  The Purchase Agreement provides that, upon the terms and conditions set forth therein, Sprint Communications will undertake a divisive merger and Cogent will purchase from Sprint all of the issued and outstanding membership interests of a newly formed Delaware limited liability company resulting from such divisive merger that holds the Wireline Business (such transactions contemplated by the Purchase Agreement, the “Wireline Transaction”).
 
The Sprint Indenture Amendments amend the Sprint Indenture to expressly provide that the restriction on mergers, consolidations and transfers of all or substantially all property and assets of Sprint Communications shall not apply to the Wireline Transaction or certain divisive mergers in connection with or in contemplation of a disposition or other separation of the Wireline Business.  The SCC Indenture Amendments amend the SCC Indenture to expressly provide that the restriction on mergers and consolidations of Sprint Communications shall not apply to the Wireline Transaction or certain divisive mergers in connection with or in contemplation of a disposition or other separation of the Wireline Business.
 
The Sprint Supplemental Indenture and the SCC Supplemental Indenture each became effective on March 17, 2023 and the Indenture Amendments will become operative upon the payment of the applicable consent payments to the paying agent for the benefit of the holders of each series of Sprint Notes and SCC Notes whose consents were validly delivered (and not revoked) at or prior to the expiration of the applicable Consent Solicitation in accordance with the terms and conditions applicable to the relevant Consent Solicitation.

The Sprint Supplemental Indenture and the SCC Supplemental Indenture are attached hereto as Exhibits 4.1 and 4.2, respectively.  The foregoing descriptions of the Sprint Supplemental Indenture and the SCC Supplemental Indenture are qualified in their entirety by reference to the full text of the Sprint Supplemental Indenture and SCC Supplemental Indenture, respectively, which are incorporated herein by reference.
Item 3.03.
Material Modification to Rights of Security Holders.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.07.
Submission of Matters to a Vote of Security Holders.

The disclosure set forth in Item 1.01 of, and Exhibit 99.1 to, this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01.
Other Events.

On March 17, 2023, the Company issued a press release announcing completion of the Consent Solicitations on such date and the receipt, as of March 17, 2023, of the requisite consents to approve the Sprint Indenture Amendments and the SCC Indenture Amendments, respectively.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
No Offer or Solicitation
 
This communication is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any series of Notes or any other securities.  This communication is also not a solicitation of consents with respect to the Indenture Amendments or any securities.  The solicitation of consents by Sprint was made only pursuant to the Sprint consent solicitation statement, and the solicitation of consents by SCC was made only pursuant to the SCC consent solicitation statement.
 
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits.

Exhibit
Number
Description
   
Sixth Supplemental Indenture, dated as of March 17, 2023, by and among Sprint Capital Corporation, Sprint Communications LLC and The Bank of New York Mellon Trust Company, N.A.
   
Ninth Supplemental Indenture, dated as of March 17, 2023, by and between Sprint LLC and The Bank of New York Mellon Trust Company, N.A.
   
Press Release announcing completion of Sprint and SCC consent solicitations, dated March 17, 2023.
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
T-MOBILE US, INC.
   
March 20, 2023
/s/ Peter Osvaldik
 
Name:
 Peter Osvaldik
 
Title:
 Executive Vice President and
 

Chief Financial Officer
 
Exhibit 4.1

Execution Version

SIXTH SUPPLEMENTAL INDENTURE

SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 17, 2023, among SPRINT CAPITAL CORPORATION, a Delaware corporation (the “Company”), SPRINT COMMUNICATIONS LLC, a Kansas limited liability company (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company heretofore executed and delivered to the Trustee: (i) an indenture, dated as of October 1, 1998, among the Company, the Guarantor and the Trustee (the “Base Indenture”); (ii) an Officers’ Certificate, dated as of November 16, 1998, providing for the issuance of $2,500,000,000 aggregate principal amount of 6.875% Notes due 2028 (the “2028 Notes”); (iii) a First Supplemental Indenture, dated as of January 15, 1999, among the Company, the Guarantor and the Trustee (the “First Supplemental Indenture”); (iv) a Second Supplemental Indenture, dated as of October 15, 2001, among the Company, the Guarantor and the Trustee (the “Second Supplemental Indenture”); (v) Pricing Committee Resolutions, dated as of March 14, 2002, providing for the issuance of $2,000,000,000 aggregate principal amount of 8.750% Notes due 2032 (together with the 2028 Notes, the “Subject Securities”); (vi) a Third Supplemental Indenture, dated as of September 11, 2013, among the Company, the Guarantor, Sprint LLC, a Delaware limited liability company (“Sprint”), and the Trustee (the “Third Supplemental Indenture”); (vii) a Fourth Supplemental Indenture, dated as of May 18, 2018, among the Company, the Guarantor and the Trustee (the “Fourth Supplemental Indenture”); and (viii) a Fifth Supplemental Indenture, dated as of April 1, 2020, among the Company, the Guarantor, Sprint, T-Mobile US, Inc., a Delaware corporation, T-Mobile USA, Inc., a Delaware corporation, and the Trustee (the “Fifth Supplemental Indenture” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the above-referenced officers’ certificate and pricing committee resolutions, which, as applicable, govern the terms of the Subject Securities, the “Indenture”);

WHEREAS, Section 902 of the Indenture provides, among other things, that the Indenture may be amended or supplemented by a supplemental indenture thereto with the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities of each series affected by such supplemental indenture;

WHEREAS, pursuant to the terms of the Indenture, the Company desires to amend and supplement or further amend and supplement, as applicable, (1) Section 101 of Article I of the Indenture; and (2) Article VIII of the Indenture (together, the “Subject Amendments”), in each case with respect to the Subject Securities on the terms set forth in the Company’s Consent Solicitation Statement dated March 13, 2023 (as amended to the date hereof, the “Consent Solicitation Statement”);

WHEREAS, the Company solicited, and has received, consents to the Subject Amendments upon the terms and subject to the conditions set forth in the Consent Solicitation Statement from Holders representing at least a majority in aggregate principal amount of each series of the outstanding Subject Securities;
 
WHEREAS, for the purposes hereinabove recited, and pursuant to due corporate action, the Company has duly determined to execute and deliver to the Trustee this Supplemental Indenture; and
 
WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and binding instrument in accordance with its terms have been done and performed, and the execution and delivery hereof have been in all respects duly authorized.

NOW, THEREFORE, in consideration of the premises, the covenants and other agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby confirmed, the Company, the Guarantor and the Trustee mutually covenant and agree as follows:

ARTICLE ONE
AMENDMENT TO THE INDENTURE

Section 1.01. With respect to the Subject Securities, Section 101 of the Indenture is hereby amended by adding the following definitions:

“Purchase Agreement” means that certain Membership Interest Purchase Agreement, dated as of September 6, 2022, made by and among Sprint LLC, the Guarantor and Cogent Infrastructure, Inc., as it may be amended, supplemented or modified from time to time.
 
“Wireline Business” means the assets and liabilities primarily relating to the U.S. long-haul fiber network (including the non-U.S. extensions thereof) and certain other assets and liabilities of the Guarantor and its subsidiaries, substantially as set forth in the Purchase Agreement.
 
“Wireline Divisive Merger” means a redomestication of the Guarantor to Delaware followed by a divisive merger of the Guarantor, in connection with or in contemplation of a divestiture or other separation of all or part of the Wireline Business, as a result of which (i) the Guarantor will survive as a Delaware limited liability company and, immediately following such divisive merger, will hold the assets (including, for the avoidance of doubt, equity of subsidiaries) and liabilities held by the Guarantor immediately prior to such divisive merger other than those relating to the applicable portion of the Wireline Business contemplated to be divested or separated and (ii) a newly formed limited liability company resulting from such divisive merger will, immediately following such divisive merger, hold the assets (including, for the avoidance of doubt, equity of subsidiaries) and liabilities held by the Guarantor immediately prior to such divisive merger relating to the applicable portion of the Wireline Business contemplated to be divested or separated.
 
“Wireline Transaction” means the transactions contemplated by the Purchase Agreement, including the purchase and sale of all of the issued and outstanding membership interests of a newly formed Delaware limited liability company resulting from the Wireline Divisive Merger contemplated by the Purchase Agreement that will hold certain assets (including, for the avoidance of doubt, equity of subsidiaries) and liabilities relating to the Wireline Business held by the Guarantor immediately prior to such Wireline Divisive Merger.

Section 1.02. With respect to the Subject Securities, Article VIII of the Indenture is hereby amended by adding the following Section 805 at the end thereof:

Section 805.  Wireline Transaction.
 
For the avoidance of doubt, and notwithstanding any other provision of the Securities or this Indenture, (i) neither the Wireline Transaction nor any Wireline Divisive Merger shall be deemed to be a merger or consolidation of the Guarantor and (ii) immediately following any Wireline Divisive Merger, the Guarantor shall be deemed for all purposes of the Securities and this Indenture to have continued its existence uninterrupted and in full force and effect and to have remained the “Guarantor” for all purposes of the Securities and this Indenture, notwithstanding the occurrence of such Wireline Divisive Merger.

ARTICLE TWO
MISCELLANEOUS PROVISIONS

Section 2.01 Effective Date. This Supplemental Indenture shall become effective immediately upon its execution and delivery by the Company, the Guarantor and the Trustee but the amendments to the Indenture set forth in Article One shall become operative only upon payment of the Consent Payments (as defined in the Consent Solicitation Statement) and shall thereafter bind, or inure to the benefit of, every Holder.
 
Section 2.02 Effect of Supplemental Indenture; Conflicts with Indenture. This Supplemental Indenture is executed by the Company, the Guarantor and the Trustee upon the Company’s request, pursuant to the provisions of the Indenture, and the terms and conditions hereof shall be deemed to be part of the Indenture for all purposes. The Indenture, as amended and supplemented by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. Notwithstanding the foregoing, to the extent that any of the terms of this Supplemental Indenture are inconsistent with, or conflict with, the terms of the Indenture, the terms of this Supplemental Indenture shall govern.
 
Section 2.03 Counterparts. This Supplemental Indenture may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Exchange of signature pages to this Supplemental Indenture by facsimile or electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture.
 
Section 2.04 Trustee. The Company, by its signature hereto, authorizes and directs the Trustee to execute this Supplemental Indenture. In its execution hereof and performance hereunder, the Trustee shall have all of the rights, protections, immunities and indemnities afforded to it under the Indenture. The Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company and the Guarantor. The Trustee makes no representations and shall have no responsibility as to the validity or sufficiency of this Supplemental Indenture or the due authorization and execution hereof by the Company and the Guarantor.
 
Section 2.05 Headings. The Article and Section headings contained herein are for convenience only and shall not affect the construction of this Supplemental Indenture.
 
Section 2.06 Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
 
Section 2.07 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.
SPRINT CAPITAL CORPORATION

 

By:  
 /s/ Johannes Thorsteinsson

Name:
 Johannes Thorsteinsson

Title:
 Senior Vice President, Treasury & Treasurer

[Sixth Supplemental Indenture]


THE BANK OF NEW YORK

MELLON TRUST COMPANY, N.A.,

as Trustee



By: 
 /s/ Terence Rawlins

Name:
 Terence Rawlins

Title:
 Vice President

[Sixth Supplemental Indenture]

ACKNOWLEDGED AND ACCEPTED:
  
   
 
SPRINT LLC
 
SPRINT COMMUNICATIONS LLC
 
T-MOBILE US, INC.
 
T-MOBILE USA, INC.
   
 
By: 
 /s/ Johannes Thorsteinsson
 
Name:
 Johannes Thorsteinsson
 
Title:
 Senior Vice President, Treasury & Treasurer

[Sixth Supplemental Indenture]


Exhibit 4.2

Execution Version

NINTH SUPPLEMENTAL INDENTURE

NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 17, 2023, between SPRINT LLC, a Delaware limited liability company (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company and the Trustee have duly executed and delivered that certain Senior Notes Indenture, dated as of September 11, 2013 (the “Original Indenture”) between the Company and the Trustee, as amended and supplemented by the Sixth Supplemental Indenture, dated as of May 14, 2018 (the “Sixth Supplemental Indenture”), between the Company and the Trustee, and the Eighth Supplemental Indenture, dated as of April 1, 2020 (the “Eighth Supplemental Indenture”), among the Company, Sprint Communications LLC, a Kansas limited liability company (“Sprint Communications”), T-Mobile US, Inc., a Delaware corporation, T-Mobile USA, Inc., a Delaware corporation, and the Trustee (the Original Indenture, as amended and supplemented by the Sixth Supplemental Indenture and the Eighth Supplemental Indenture, the “Base Indenture”), providing for the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness, to be issued in one or more series (the “Securities”);
 
WHEREAS, the Company, Sprint Communications and the Trustee have duly executed and delivered the (i) Second Supplemental Indenture, dated as of September 11, 2013, to the Original Indenture, pursuant to which $4,250,000,000 aggregate principal amount of 7.875% Notes due 2023 (the “2023 Notes”) were issued and are outstanding on the date hereof (the “Second Supplemental Indenture”), (ii) Third Supplemental Indenture, dated as of December 12, 2013, to the Original Indenture, pursuant to which $2,500,000,000 aggregate principal amount of 7.125% Notes due 2024 (the “2024 Notes”) were issued and are outstanding on the date hereof (the “Third Supplemental Indenture”), (iii) Fourth Supplemental Indenture, dated as of February 24, 2015, to the Original Indenture, pursuant to which $1,500,000,000 aggregate principal amount of 7.625% Notes due 2025 (the “2025 Notes”) were issued and are outstanding on the date hereof (the “Fourth Supplemental Indenture”), and (iv) Fifth Supplemental Indenture, dated as of February 22, 2018, to the Original Indenture, pursuant to which $1,500,000,000 aggregate principal amount of 7.625% Notes due 2026 (the “2026 Notes” and, collectively with the 2023 Notes, the 2024 Notes and the 2025 Notes, the “Subject Securities”) were issued and are outstanding on the date hereof (the “Fifth Supplemental Indenture” and, collectively with the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Subject Supplemental Indentures” and the Base Indenture as amended and supplemented by the Subject Supplemental Indentures, the “Indenture”), which, as applicable, govern the terms of the Subject Securities;
 
WHEREAS, Section 902 of the Indenture provides, among other things, that the Indenture, as amended and supplemented by the Subject Supplemental Indentures, may be amended or supplemented by a supplemental indenture thereto with the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities affected by such supplemental indenture;
 
WHEREAS, pursuant to the terms of the Indenture, the Company desires to amend and supplement or further amend and supplement, as applicable, (1) Section 101 of the Base Indenture; and (2) Article VIII of the Base Indenture (collectively, the “Subject Amendments”), in each case on the terms set forth in the Company’s Consent Solicitation Statement dated March 13, 2023 (as amended to the date hereof, the “Consent Solicitation Statement”);

WHEREAS, the Company solicited, and has received, consents to the Subject Amendments upon the terms and subject to the conditions set forth in the Consent Solicitation Statement from Holders representing at least a majority in aggregate principal amount of each series of the outstanding Subject Securities;
 
WHEREAS, for the purposes hereinabove recited, and pursuant to due corporate action, the Company has duly determined to execute and deliver to the Trustee this Supplemental Indenture; and
 
WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and binding instrument in accordance with its terms have been done and performed, and the execution and delivery hereof have been in all respects duly authorized.
 
NOW, THEREFORE, in consideration of the premises, the covenants and other agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby confirmed, the Company and the Trustee mutually covenant and agree as follows:

ARTICLE ONE
AMENDMENT TO THE BASE INDENTURE

Section 1.01. With respect to the Subject Securities, Section 101 of the Indenture is hereby amended by adding the following definitions:

“Purchase Agreement” means that certain Membership Interest Purchase Agreement, dated as of September 6, 2022, made by and among the Company, the Guarantor and Cogent Infrastructure, Inc., as it may be amended, supplemented or modified from time to time.
 
“Wireline Business” means the assets and liabilities primarily relating to the U.S. long-haul fiber network (including the non-U.S. extensions thereof) and certain other assets and liabilities of the Guarantor and its subsidiaries, substantially as set forth in the Purchase Agreement.
 
“Wireline Divisive Merger” means a redomestication of the Guarantor to Delaware followed by a divisive merger of the Guarantor, in connection with or in contemplation of a divestiture or other separation of all or part of the Wireline Business, as a result of which (i) the Guarantor will survive as a Delaware limited liability company and, immediately following such divisive merger, will hold the assets (including, for the avoidance of doubt, equity of subsidiaries) and liabilities held by the Guarantor immediately prior to such divisive merger other than those relating to the applicable portion of the Wireline Business contemplated to be divested or separated and (ii) a newly formed limited liability company resulting from such divisive merger will, immediately following such divisive merger, hold the assets (including, for the avoidance of doubt, equity of subsidiaries) and liabilities held by the Guarantor immediately prior to such divisive merger relating to the applicable portion of the Wireline Business contemplated to be divested or separated.
 
“Wireline Transaction” means the transactions contemplated by the Purchase Agreement, including the purchase and sale of all of the issued and outstanding membership interests of a newly formed Delaware limited liability company resulting from the Wireline Divisive Merger contemplated by the Purchase Agreement that will hold certain assets (including, for the avoidance of doubt, equity of subsidiaries) and liabilities relating to the Wireline Business held by the Guarantor immediately prior to such Wireline Divisive Merger.

Section 1.02. With respect to the Subject Securities, Article VIII of the Indenture is hereby amended by adding the following Section 805 at the end thereof:

Section 805.  Wireline Transaction.
 
For the avoidance of doubt, and notwithstanding any other provision of the Securities or this Indenture, (i) neither the Wireline Transaction nor any Wireline Divisive Merger shall be deemed to be (A) a merger or consolidation of the Guarantor, (B) a conveyance, transfer or lease of all or substantially all of the properties and assets of the Guarantor or (C) a conveyance, transfer or lease of the properties and assets of the Guarantor substantially as an entirety and (ii) immediately following any Wireline Divisive Merger, the Guarantor shall be deemed for all purposes of the Securities and this Indenture to have continued its existence uninterrupted and in full force and effect and to have remained the “Guarantor” for all purposes of the Securities and this Indenture, notwithstanding the occurrence of such Wireline Divisive Merger.

ARTICLE TWO
MISCELLANEOUS PROVISIONS

Section 2.01 Effective Date. This Supplemental Indenture shall become effective immediately upon its execution and delivery by the Company and the Trustee but the amendments to the Indenture set forth in Article One shall become operative only upon payment of the Consent Payments (as defined in the Consent Solicitation Statement) and shall thereafter bind, or inure to the benefit of, every Holder.

Section 2.02 Effect of Supplemental Indenture; Conflicts with Indenture. This Supplemental Indenture is executed by the Company and the Trustee upon the Company’s request, pursuant to the provisions of the Indenture, and the terms and conditions hereof shall be deemed to be part of the Indenture for all purposes. The Indenture, as amended and supplemented by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. Notwithstanding the foregoing, to the extent that any of the terms of this Supplemental Indenture are inconsistent with, or conflict with, the terms of the Indenture, the terms of this Supplemental Indenture shall govern.
 
Section 2.03 Counterparts. This Supplemental Indenture may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Exchange of signature pages to this Supplemental Indenture by facsimile or electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture.
 
Section 2.04 Trustee. The Company, by its signature hereto, authorizes and directs the Trustee to execute this Supplemental Indenture. In its execution hereof and performance hereunder, the Trustee shall have all of the rights, protections, immunities and indemnities afforded to it under the Indenture. The Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company. The Trustee makes no representations and shall have no responsibility as to the validity or sufficiency of this Supplemental Indenture or the due authorization and execution hereof by the Company.
 
Section 2.05 Headings. The Article and Section headings contained herein are for convenience only and shall not affect the construction of this Supplemental Indenture.
 
Section 2.06 Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 2.07 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

 
SPRINT LLC
   
 
By: 
 /s/ Johannes Thorsteinsson
 
Name:
 Johannes Thorsteinsson
 
Title:
 Senior Vice President, Treasury & Treasurer

[Ninth Supplemental Indenture]

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
   
By: 
 /s/ Terence Rawlins  
Name:
 Terence Rawlins
Title:
 Vice President

[Ninth Supplemental Indenture]
 
ACKNOWLEDGED AND ACCEPTED:
  
   
 
SPRINT COMMUNICATIONS LLC
 
T-MOBILE US, INC.
 
T-MOBILE USA, INC.
   
 
By:  
 /s/ Johannes Thorsteinsson
 
Name:
 Johannes Thorsteinsson
 
Title: 
Senior Vice President, Treasury & Treasurer

[Ninth Supplemental Indenture]

 
Exhibit 99.1
 
T-Mobile Announces Successful Consent Solicitations
 
March 17, 2023

BELLEVUE, Wash.—(BUSINESS WIRE)—T-Mobile US, Inc. (NASDAQ: TMUS) (“T-Mobile”) announced today the expiration, on March 17, 2023, and results of the consent solicitations by its wholly-owned subsidiaries Sprint LLC (“Sprint”) (the “Sprint Consent Solicitation”) and Sprint Capital Corporation (“SCC”) (the “SCC Consent Solicitation,” and together with the Sprint Consent Solicitation, the “Consent Solicitations”). Sprint received the consents necessary to effect certain amendments to the senior notes indenture, dated as of September 11, 2013 (as supplemented and amended, the “Sprint Indenture”), governing Sprint’s 7.875% Notes due 2023 (the “2023 Notes”), 7.125% Notes due 2024 (the “2024 Notes”), 7.625% Notes due 2025 (the “2025 Notes”) and 7.625% Notes due 2026 (the “2026 Notes,” and together with the 2023 Notes, the 2024 Notes and the 2025 Notes, the “Sprint Notes”). SCC received the consents necessary to effect certain amendments to the indenture, dated as of October 1, 1998 (as supplemented and amended, the “SCC Indenture”), governing SCC’s 6.875% Notes due 2028 (the “2028 Notes”) and 8.750% Notes due 2032 (the “2032 Notes,” and together with the 2028 Notes, the “SCC Notes,” and together with the Sprint Notes, the “Notes”).
 
The Consent Solicitations were conducted in connection with the Membership Interest Purchase Agreement, dated as of September 6, 2022 (as it may be amended, supplemented or modified from time to time, the “Purchase Agreement”), made by and among Sprint, Sprint Communications LLC (“Sprint Communications”) and Cogent Infrastructure, Inc. (“Cogent”), pursuant to which Cogent agreed to acquire certain assets and liabilities primarily relating to the U.S. long-haul fiber network (including the non-U.S. extensions thereof) of Sprint Communications and its subsidiaries (such assets and liabilities collectively, the “Wireline Business”) on the terms and subject to the conditions set forth in the Purchase Agreement.  The Purchase Agreement provides that, upon the terms and conditions set forth therein, Sprint Communications will undertake a divisive merger and Cogent will purchase from Sprint all of the issued and outstanding membership interests of a newly formed Delaware limited liability company resulting from such divisive merger that holds the Wireline Business (the transactions contemplated by the Purchase Agreement, the “Wireline Transaction”).
 
Sprint Consent Solicitation
 
Upon the terms and subject to the conditions described in Sprint’s Consent Solicitation Statement, dated March 13, 2023 (the “Sprint Solicitation Statement”), Sprint solicited consents from registered holders of the Sprint Notes to expressly provide that the restriction on mergers, consolidations and transfers of all or substantially all property and assets of Sprint Communications shall not apply to the Wireline Transaction or certain divisive mergers in connection with or in contemplation of a disposition or other separation of the Wireline Business (such amendments, the “Sprint Amendments”).

In conjunction with receiving the requisite consents, on March 17, 2023, Sprint and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Sprint Trustee”), executed and delivered the ninth supplemental indenture (the “Ninth Supplemental Indenture”) to the Sprint Indenture (such time, the “Sprint Effective Time”), pursuant to which, with respect to each series of Sprint Notes, the Sprint Amendments will become operative upon the payment of the Consent Payments (as defined in the Sprint Solicitation Statement) in accordance with the terms and conditions set forth in the Sprint Solicitation Statement. Except for the Sprint Amendments, all of the existing terms of the Sprint Notes and the Sprint Indenture will remain unchanged.
 
Sprint will pay to D.F. King & Co., Inc. (the “Tabulation and Payment Agent”) a cash payment of $1.00 per $1,000 in principal amount of Sprint Notes set forth in the table below for the benefit of the holders of each series of Sprint Notes whose consents were validly delivered (and not revoked) at or prior to the expiration of the Sprint Consent Solicitation, upon the terms and subject to the conditions described in the Sprint Solicitation Statement. Payment will be made promptly after the date hereof and is expected to be made on March 20, 2023.

 Series of Sprint Notes  CUSIP Number  
Outstanding
Aggregate
Principal Amount
  
Consent
Payment
  
%
Principal
Amount
Consent
Received
  
7.875% Notes due 2023
85207U AF2
  
$
4,250,000,000
  
$1.00 per $1,000
principal amount of notes
    
91.30%
  
7.125% Notes due 2024
85207U AH8
  
$
2,500,000,000
  
$1.00 per $1,000
principal amount of notes
    
93.32%
 
7.625% Notes due 2025
85207U AJ4
  
$
1,500,000,000
  
$1.00 per $1,000
principal amount of notes
    
95.92%
 
7.625% Notes due 2026
85207U AK1
  
$
1,500,000,000
  
$1.00 per $1,000
principal amount of notes
    
93.96%
 

SCC Consent Solicitation
 
Upon the terms and subject to the conditions described in SCC’s Consent Solicitation Statement, dated March 13, 2023 (the “SCC Solicitation Statement”), SCC solicited consents from registered holders of the SCC Notes to expressly provide that the restriction on mergers and consolidations of Sprint Communications shall not apply to the Wireline Transaction or certain divisive mergers in connection with or in contemplation of a disposition or other separation of the Wireline Business (such amendments, the “SCC Amendments”).
 
In conjunction with receiving the requisite consents, on March 17, 2023, SCC, Sprint Communications and The Bank of New York Mellon Trust Company, N.A., as trustee (the “SCC Trustee”), executed and delivered the sixth supplemental indenture (the “Sixth Supplemental Indenture”) to the SCC Indenture (such time, the “SCC Effective Time”), pursuant to which, with respect to each series of SCC Notes, the SCC Amendments will become operative upon the payment of the Consent Payments (as defined in the SCC Solicitation Statement) in accordance with the terms and conditions set forth in the SCC Solicitation Statement. Except for the SCC Amendments, all of the existing terms of the SCC Notes and the SCC Indenture will remain unchanged.
 
SCC will pay to the Tabulation and Payment Agent a cash payment of $1.00 per $1,000 in principal amount of SCC Notes set forth in the table below for the benefit of the holders of each series of SCC Notes whose consents were validly delivered (and not revoked) at or prior to the expiration of the SCC Consent Solicitation, upon the terms and subject to the conditions described in the SCC Solicitation Statement. Payment will be made promptly after the date hereof and is expected to be made on March 20, 2023.

 
Series of SCC Notes
  CUSIP Number  
Outstanding
Aggregate
Principal Amount
   
Consent
Payment
  
%
Principal
Amount
Consent
Received
  
6.875% Notes due 2028
852060 AD4
  
$
2,475,000,000
  
$1.00 per $1,000
principal amount of notes
    
88.83%
 
8.750% Notes due 2032
852060 AT9
852060 AQ5
U84681 AD4
  
$
2,000,000,000
  
$1.00 per $1,000
principal amount of notes
    
94.03%
 
 
Additional Information
 
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any series of Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The solicitation of consents by Sprint was made only pursuant to the Sprint Solicitation Statement, and the solicitation of consents by SCC was made only pursuant to the SCC Solicitation Statement.

About T-Mobile
 
T-Mobile US, Inc. (NASDAQ: TMUS) is America’s supercharged Un-carrier, delivering an advanced 4G LTE and transformative nationwide 5G network that will offer reliable connectivity for all. T-Mobile’s customers benefit from its unmatched combination of value and quality, unwavering obsession with offering them the best possible service experience and undisputable drive for disruption that creates competition and innovation in wireless and beyond. Based in Bellevue, Wash., T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile and Metro by T-Mobile.
 
Cautionary Statement Regarding Forward-Looking Statements
 
This press release contains forward-looking statements that are based on T-Mobile management’s current expectations. Such statements include, without limitation, statements about the payment of the Consent Payments and statements about the transactions contemplated by the Purchase Agreement. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including, without limitation, prevailing market conditions, actions of third parties and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect T-Mobile and its results is included in T-Mobile’s filings with the SEC, which are available at http://www.sec.gov. T-Mobile assumes no obligation to update or revise the information contained in this press release (whether as a result of new information, future events or otherwise), except as required by applicable law.
 
No Offer or Solicitation
 
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contacts

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