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T-Mobile (Sprint LLC and Sprint Capital Corp) - Consent Solicitations - Results

T-Mobile Announces Consent Solicitations with Respect to Certain Series of Notes Issued by its Wholly-Owned Subsidiaries Sprint LLC and Sprint Capital Corporation


17 MARCH 2023


Full announcement available via SEC


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


SCC Consent Solicitation


 

T-Mobile Announces Consent Solicitations with Respect to Certain Series of Notes Issued by its Wholly-Owned Subsidiaries Sprint LLC and Sprint Capital Corporation


13 MARCH 2023


Full announcement available via Businesswire


BELLEVUE, Wash.--(BUSINESS WIRE)--T-Mobile US, Inc. (NASDAQ: TMUS) (“T-Mobile”) announced today that its wholly-owned subsidiaries Sprint LLC (“Sprint”) and Sprint Capital Corporation (“SCC”) have each commenced a consent solicitation (the “Sprint Consent Solicitation” and the “SCC Consent Solicitation”, respectively, and together, the “Consent Solicitations”).


The Sprint Consent Solicitation relates to proposed 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”).


The SCC Consent Solicitation relates to proposed 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 are being 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 contemplated by the Purchase Agreement, the “Wireline Transaction”).


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Sprint Consent Solicitation



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SCC Consent Solicitation



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