What changed in this filing

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Item 5. Other Information

2020-11-05 compared with 2020-08-06 · 10 added, 135 removed, 25 unchanged (85% of the section changed)

Other Information

Subsequent to September 30, 2020, on October 30, 2020, we entered into a $ 5.0 billion senior secured term loan commitment with Citigroup Global Markets, Inc, Credit Suisse AG, Deutsche Bank AG New York Branch, Goldman Sachs Bank USA, certain of their affiliates, and certain other financial institutions that may be named therein from time to time.

Up to $ 5.0 billion of loans under the commitment may be drawn at any time (subject to customary conditions precedent) through June 30, 2021.

If drawn, the facility matures in 364 days with one six-month extension exercisable at our discretion.

Proceeds may be used for general corporate purposes and will accrue interest at a rate of LIBOR plus a margin of 1.25 % per annum.

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

2.1 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.

8-K 6/17/2020 2.1

3.1 Fifth Amended and Restated Certificate of Incorporation of T-Mobile US, Inc.

2 unchanged sentences

8-K 4/1/2020 3.2

4.1 Indenture, dated as of April 9, 2020 by and among T-Mobile USA, Inc., the Company and Deutsche Bank Trust Company Americas, as trustee.

8-K 4/13/2020 4.1

4.2 First Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.500% Senior Secured Note due 2025.

8-K 4/13/2020 4.2

4.3 Second Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.750% Senior Secured Note due 2027.

8-K 4/13/2020 4.3

4.4 Third Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.875% Senior Secured Note due 2030.

8-K 4/13/2020 4.4

4.5 Fourth Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.375% Senior Secured Note due 2040 .

8-K 4/13/2020 4.5

4.6 Fifth Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.500% Senior Secured Note due 2050.

8-K 4/13/2020 4.6

4.7 Sixth Supplemental Indenture, dated as of May 7, 2020, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

4.8 Seventh Supplemental Indenture, dated as of June 24, 2020 by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 1.500% Senior Secured Note due 2026.

8-K 6/26/2020 4.2

4.9 Eighth Supplemental Indenture, dated as of June 24, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.050% Senior Secured Note due 2028.

8-K 6/26/2020 4.3

4.10 Ninth Supplemental Indenture, dated as of June 24, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.550% Senior Secured Note due 2031.

8-K 6/26/2020 4.4

4.11 Registration Rights Agreement, dated as of June 24, 2020, by and among T-Mobile USA, Inc., the Initial Guarantors (as defined therein) and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.

and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers (as defined therein).

8-K 6/26/2020 4.5

4.12 Forty-First Supplemental Indenture, dated as of April 1, 2020, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

4.13 Forty-Second Supplemental Indenture, dated as of May 7, 2020, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

4.14 Indenture, dated as of October 1, 1998, by and among Sprint Capital Corporation, Sprint Corporation and The Bank of New York Mellon Trust Company, N.A.

(as successor to Bank One, N.A.)

(SEC File No.

001-04721) 11/2/1998 4(b)

4.15 First Supplemental Indenture, dated as of January 15, 1999, by and among Sprint Capital Corporation, Sprint Corporation and The Bank of New York Mellon Trust Company, N.A.

(as successor to Bank One, N.A.)

(SEC File No.

001-04721) 2/3/1999 4(b)

4.16 Second Supplemental Indenture, dated as of October 15, 2001, by and among Sprint Capital Corporation, Sprint Corporation and The Bank of New York Mellon Trust Company, N.A.

(as successor to Bank One, N.A.)

(SEC File No.

001-04721) 10/29/2001 99

4.17 Third Supplemental Indenture, dated as of September 11, 2013, by and among Sprint Corporation, Sprint Capital Corporation, Sprint Communications, Inc.

and The Bank of New York Mellon Trust Company, N.A.

(as successor to Bank One, N.A.)

(SEC File No.

001-04721) 9/11/2013 4.5

4.18 Fourth Supplemental Indenture, dated as of May 18, 2018, by and among Sprint Capital Corporation, Sprint Communications, Inc., and The Bank of New York Mellon Trust Company, N.A.

(as successor to Bank One, N.A.)

(SEC File No.

001-04721) 5/18/2018 4.1

4.19 Fifth Supplemental Indenture, dated as of April 1, 2020, by and among Sprint Capital Corporation, Sprint Communications, Inc., Sprint Corporation, T-Mobile US, Inc., T-Mobile USA, Inc.

and The Bank of New York Mellon Trust Company, N.A.

(as successor to Bank One, N.A.), as trustee.

4.20 Indenture, dated as of November 20, 2006, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 11/9/2011 4.1

4.21 First Supplemental Indenture, dated as of November 9, 2011, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 11/9/2011 4.2

4.22 Fifth Supplemental Indenture, dated as of August 14, 2012, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 8/14/2012 4.1

4.23 Sixth Supplemental Indenture, dated as of November 14, 2012, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 11/14/2012 4.1

4.24 Seventh Supplemental Indenture, dated as of November 20, 2012, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 11/20/2012 4.1

4.25 Eighth Supplemental Indenture, dated as of September 11, 2013, by and among Sprint Corporation, Sprint Communications, Inc.

and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 9/11/2013 4.4

4.26 Thirteenth Supplemental Indenture, dated as of May 14, 2018, by and between Sprint Communications, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee.

(SEC File No.

001-04721) 5/14/2018 4.2

4.27 Sixteenth Supplemental Indenture, dated as of April 1, 2020, by and among Sprint Communications, Inc., T-Mobile US, Inc., T-Mobile USA, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee.

4.28 Indenture, dated as of September 11, 2013, by and between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 9/11/2013 4.1

4.29 First Supplemental Indenture, dated as of September 11, 2013, by and among Sprint Corporation, Sprint Communications, Inc.

and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 9/11/2013 4.2

4.30 Second Supplemental Indenture, dated as of September 11, 2013, by and among Sprint Corporation, Sprint Communications, Inc.

and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 9/11/2013 4.3

4.31 Third Supplemental Indenture, dated as of December 12, 2013, by and among Sprint Corporation, Sprint Communications, Inc.

and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 12/12/2013 4.1

4.32 Fourth Supplemental Indenture, dated as of February 24, 2015, by and among Sprint Corporation, Sprint Communications, Inc.

and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 2/24/2015 4.1

4.33 Fifth Supplemental Indenture, dated as of February 22, 2018, by and among Sprint Corporation, Sprint Communications, Inc., and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 2/22/2018 4.1

4.34 Sixth Supplemental Indenture, dated as of May 14, 2018, by and between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 5/14/2018 4.1

4.35 Seventh Supplemental Indenture, dated as of February 3, 2020, by and among Sprint Corporation, Sprint Communications, Inc., the subsidiary guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee.

(SEC File No.

001-04721) 2/3/2020 4.2

4.36 Eighth Supplemental Indenture, dated as of April 1, 2020, by and among Sprint Corporation, Sprint Communications, Inc., T-Mobile US, Inc., T-Mobile USA, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee.

4.37 First Supplemental Indenture, dated as of March 12, 2018, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary.

(SEC File No.

001-04721) 3/12/2018 4.1

4.38 Second Supplemental Indenture, dated as of June 6, 2018, to the Indenture, dated as of October 27, 2016, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas as trustee.

(SEC File No.

001-04721) 6/6/2018 4.1

4.39 Third Supplemental Indenture, dated as of December 10, 2018, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary.

(SEC File No.

001-04721) 1/31/2019 4.1

4.40 Indenture, dated as of October 27, 2016, among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary.

(SEC File No.

001-04721) 11/2/2016 4.1

4.41 Series 2016-1 Supplement, dated as of October 27, 2016, among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary.

(SEC File No.

001-04721) 11/2/2016 4.2

4.42 First Supplemental Indenture to the Series 2016-1 Supplement, dated as of March 21, 2018 by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary.

(SEC File No.

001-04721) 3/21/2018 10.2

4.43 Series 2018-1 Supplement, dated as of March 21, 2018 by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary.

(SEC File No.

001-04721) 3/21/2018 10.1

4.44 Registration Rights Agreement, dated as of April 9, 2020, by and among T-Mobile USA, Inc., the Initial Guarantors (as defined therein) and Barclays Capital Inc., Deutsche Bank Securities Inc.

and Goldman Sachs & Co.

LLC, as representatives of the Initial Purchasers (as defined therein).

8-K 4/13/2020 4.7

4.45 Form of Transferable Subscription Rights Certificate.

10.1* 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.

10.2* License Purchase Agreement, dated as of July 1, 2020, by and between T-Mobile USA, Inc.

and DISH Network Corporation.

10.3 Incremental 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.

8-K 9/17/2020 10.1

4.46 Proxy, Lock-Up and ROFR Agreement, dated as of June 22, 2020, among Deutsche Telekom, Claure Mobile LLC and Raul Marcelo Claure.

13D/A 6/24/2020 49

22.1 List of Guarantor Subsidiaries

31.1 Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

9 unchanged sentences

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

* 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.

** Furnished herein.

1 unchanged sentence

T-MOBILE US, INC.

August 6, 2020 /s/ Peter Osvaldik

November 5, 2020 /s/ Peter Osvaldik

Peter Osvaldik

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information