T-Mobile US, Inc. (NASDAQ:TMUS) (“T-Mobile”) today announced an expiration date of March 17, 2023 and the results of 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 has received the consents necessary to make certain amendments to the September 11, 2013 senior debenture agreement (as amended and amended, the “Sprint Agreement”), governing Sprint’s 7.875% debentures 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 has received the necessary consents to make certain amendments to the agreement dated October 1, 1998 (as amended and amended, the “SCC Agreement”), which would issue SCC’s 6.875% Notes due 2028 (the “2028 Notes “) and 8.750% rules. 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 Requests were made in connection with the Membership Share Purchase Agreement dated September 6, 2022 (as may be amended, supplemented or amended, the “Purchase Agreement”) made by and between Sprint, Sprint Communications LLC (“Sprint Communications”) and Cogent Infrastructure, Inc. (“Cogent”), pursuant to which Cogent agreed to acquire certain assets and liabilities primarily related to the US long-haul fiber optic network (including its non-US extensions). of Sprint Communications and its subsidiaries (these assets and liabilities collectively, the “Wireline Business”) on the terms and subject to the terms set forth in the Purchase Agreement. The Purchase Agreement provides that Sprint Communications will effect a demerger merger, under the terms set forth therein, and Cogent will purchase from Sprint all issued and outstanding membership interests in a newly formed Delaware limited liability company resulting from such demerger merger holding the wireline business (operated in Transactions provided for in the Purchase Agreement, the “Wireline Transaction”).
Sprint Consent Request
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Subject to the terms and conditions set forth in Sprint’s Consent Solicitation Statement dated March 13, 2023 (the “Sprint Solicitation Statement”), Sprint has obtained the consents of the registered holders of the Sprint Notes to expressly provide that the restriction on Mergers, consolidations and transfers of all or substantially all of Sprint Communications’ property and assets will not apply to the Wireline Transaction or certain demerger mergers in connection with or contemplated a divestiture or other separation of the Wireline business (such changes being “Sprint -changes”).
In connection with obtaining the required consents, Sprint and The Bank of New York Mellon Trust Company, NA, as trustees (the “Sprint Trustee”), signed the ninth supplemental agreement (the “Ninth Supplemental Agreement”) on March 17, 2023 and submit”) to the Sprint Agreement (that point in time, the “Sprint Effective Time”), after which the Sprint Changes relating to each series of Sprint Notices will become effective upon payment of the Consent Payments (as defined in the Sprint Solicitation Statement) in accordance with the terms set forth in the Sprint Solicitation Statement Except for the Sprint Amendments, all existing terms of the Sprint Notices and Sprint Agreement remain unchanged.
Sprint will pay DF King & Co., Inc. (the “Tabulation and Paying Agent”) a cash payment of $1.00 per $1,000 principal amount of the Sprint Notes listed in the table below in favor of the holders of each Series of Sprint Notes whose Consents have been validly given (and not revoked) on or before the expiration of the Sprint Consent Solicitation under the Terms and subject to the terms described in the Sprint Solicitation Statement. Payment will be made promptly after the date of this notice and is expected to be made on March 20, 2023.
Series of Sprint Notes
CUSIP number
Terrific
aggregate
nominal amount
approval
payment
%
rector
Crowd
approval
Receive
7.875% Notes due 2023
85207U AF2
$4,250,000,000
$1.00 per $1,000
Major amount of notes
91.30%
7.125% Notes due 2024
85207U AH8
$2,500,000,000
$1.00 per $1,000
Major amount of notes
93.32%
7.625% Notes due 2025
85207U AJ4
$1,500,000,000
$1.00 per $1,000
Major amount of notes
95.92%
7.625% Notes due 2026
85207U AK1
$1,500,000,000
$1.00 per $1,000
Major amount of notes
93.96%
SCC Consent Request
Subject to the terms and conditions set forth in SCC’s Consent Solicitation Statement dated March 13, 2023 (the “SCC Solicitation Statement”), SCC has obtained the consents of the registered holders of the SCC Notes to expressly state that the restriction Sprint Communications mergers and consolidations do not apply to the Wireline Transaction or certain demerger mergers in connection with or contemplated a divestment or other separation of the Wireline business (such amendments, the “SCC Amendments”).
In connection with obtaining the required consents, on March 17, 2023, SCC, Sprint Communications and The Bank of New York Mellon Trust Company, NA, as trustees (the “SCC Trustee”) entered into the sixth supplemental agreement (the “Sixth Supplemental Indenture “) to the SCC Agreement (such time, the “SCC Effective Time”) pursuant to which the SCC Amendments in respect of each Series of SCC Notes will become effective upon payment of the Consent Payments (as defined in the SCC Solicitation Statement) in accordance with the terms set out in the SCC Solicitation Statement Except for the SCC Amendments, all existing terms of the SCC Notes and the SCC Agreement remain unchanged.
SCC will pay to the Tabulation and Paying Agent a cash payment of $1.00 per $1,000 principal amount of the SCC Debentures set forth in the table below in favor of the holders of each Series of SCC Debentures whose consents are validly granted (and not revoked ) became. on or prior to the expiration of the SCC Consent Solicitation under the terms and subject to the terms described in the SCC Consent Solicitation Statement. Payment will be made promptly after the date of this notice and is expected to be made on March 20, 2023.
Series of SCC notes
CUSIP number
Terrific
aggregate
nominal amount
approval
payment
%
rector
Crowd
approval
Receive
6.875% Notes due 2028
852060 AD4
$2,475,000,000
$1.00 per $1,000
Major amount of notes
88.83%
8.750% Notes due 2032
852060 AT9
852060AQ5
U84681AD4
$2,000,000,000
$1.00 per $1,000
Major amount of notes
94.03%
Further information
This announcement is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy any bonds or other securities. Nor is this announcement a solicitation of approval with respect to any proposed changes or securities. Sprint has obtained consents only pursuant to the Sprint Solicitation Statement and SCC has obtained consents 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 a transformative nationwide 5G network that will bring reliable connectivity to all. T-Mobile customers benefit from an unmatched combination of value and quality, an unwavering obsession with providing them with the best possible service experience, and an undeniable drive for disruption that fuels competition and innovation in mobile and beyond. Headquartered in Bellevue, Washington, T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile and Metro by T-Mobile.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on the current expectations of T-Mobile management. Such statements include, without limitation, statements of payment of Consent Payments and statements of transactions contemplated by the Purchase Agreement. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including but not limited to 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 differ materially from those anticipated. Additional information regarding potential risk factors that could affect T-Mobile and its results are contained in T-Mobile’s filings with the SEC, which are available at http://www.sec.gov. T-Mobile undertakes 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 law.
No offer or solicitation
This press release does 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 any securities in any jurisdiction where such offer, solicitation or Selling prior to registration would be unlawful or qualify under the securities laws of any such jurisdiction. Securities may only be offered by means of a prospectus that satisfies the requirements of Section 10 of the Securities Act, 1933, as amended.
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