T-MOBILE US, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

On October 17, 2022, T-Mobile USA, Inc. (“T-Mobile United States“), a Delaware company and wholly owned subsidiary of T-Mobile US, Inc. (“Parent Company”), has entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) by and between
T-Mobile United Statesas a borrower, JPMorgan Chase Bank, North America., as administrative agent, and the lenders, swingline lenders and letter of credit issuers party thereto. The Credit Agreement amends and restates in its entirety the Credit Agreement, dated
April 1, 2020by and among T-Mobile United StatesDeutsche Bank AG New York Branch, as administrative agent, together with the issuing banks and lenders parties thereto.

The credit agreement provides for a $7.5 billion revolving credit facility, including a letter of credit sub-facility of up to $1.5 billion and a swingline loan sub-facility of up to $500 million.

The covenants under the credit agreement will mature on October 17, 2027unless otherwise extended or superseded. T-Mobile United States may repay amounts borrowed, re-borrow and/or terminate commitments under the Credit Agreement (in whole or in part) at any time without premium or penalty.

Borrowings under the Credit Agreement will bear interest at the applicable benchmark rate, depending on the type of loan and, in some cases,
T-Mobile United States election, plus a margin. The reference rates include (i) the base rate, (ii) the adjusted forward SOFR, (iii) the EURIBO rate, (iv) the simple daily SONIA rate, (v) the CDO rate or (vi) the Simple daily SARON, each as described in the credit agreement. The applicable margins range from (x) 0.00% to 0.125% in the case of base rate loans (as defined in the credit agreement) and (y) from 0.875% to 1.125% in the case of fixed rate loans. term of reference and RFR loans (each as defined in the credit agreement), in each case depending on the creditworthiness of T-Mobile United States senior unsecured long-term debt (the “Applicable Debt Rating”).

T-Mobile United States will pay an unused commitment fee, calculated quarterly in arrears, at an annual rate ranging from 0.075% to 0.125% depending on the applicable debt rating.

T-Mobile United States obligations under the credit agreement are guaranteed by Parent and by all T-Mobile United States wholly-owned national restricted subsidiaries (other than certain excluded subsidiaries, including certain entities designated as special purpose financing vehicles, insurance subsidiaries and intangible subsidiaries). The obligations under the credit agreement are not secured by any assets of T-Mobile United StatesParent or one of their affiliates.

Subject to customary exceptions, the Credit Agreement contains certain restrictions on the ability to T-Mobile United States and its restricted subsidiaries to engage in certain activities, including the constitution of liens and consolidations and mergers. The credit agreement also contains a financial maintenance clause, requiring T-Mobile United States maintain a leverage ratio (as defined in the credit agreement) of 4.50 to 1.00 or less at the end of each fiscal quarter beginning with December 31, 2022.

The Credit Agreement contains customary events of default, including, without limitation, default in payment, default in covenant, breach of certain representations and warranties, cross defaults of certain debts, certain events of bankruptcy and insolvency, certain judgments, change of control coupled with downgrade of ratings, certain ERISA events and invalidity of loan documents.

The Lenders and their respective affiliates are full-service financial institutions engaged in a variety of businesses, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research and lending. principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the lenders and their affiliates have engaged and may in the future engage in investment banking and other business dealings in the normal course of business with Parent or its affiliates. They have received, or may in the future receive, customary fees and commissions for such transactions.

The above description of the Credit Agreement is a summary only and is qualified in its entirety by the complete and complete terms of the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant.


The disclosure set forth in Section 1.01 of this current report on Form 8-K also responds to Section 2.03 of this current report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial statements and supporting documents


(d) Exhibits.

Exhibit
  No.                                    Description

10.1          Amended and Restated Credit Agreement, dated October 17, 2022, by
            and among T-Mobile USA, Inc., the lenders, swingline lenders and L/C
            issuers party thereto, and JPMorgan Chase Bank, N.A., as
            administrative agent.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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