0001140361-23-043446.txt : 20230911 0001140361-23-043446.hdr.sgml : 20230911 20230911082425 ACCESSION NUMBER: 0001140361-23-043446 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20230911 DATE AS OF CHANGE: 20230911 EFFECTIVENESS DATE: 20230911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-Mobile US, Inc. CENTRAL INDEX KEY: 0001283699 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 200836269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553 FILM NUMBER: 231246813 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 800-318-9270 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: METROPCS COMMUNICATIONS INC DATE OF NAME CHANGE: 20040315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-Mobile Innovations LLC CENTRAL INDEX KEY: 0001851668 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-49 FILM NUMBER: 231246816 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT SPECTRUM LLC CENTRAL INDEX KEY: 0001015551 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 481165245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-47 FILM NUMBER: 231246781 BUSINESS ADDRESS: STREET 1: 4900 MAIN ST CITY: KANSAS CITY STATE: MO ZIP: 64112 BUSINESS PHONE: 8165591000 MAIL ADDRESS: STREET 1: 4900 MAIN ST CITY: KANSAS CITY STATE: MO ZIP: 64112 FORMER COMPANY: FORMER CONFORMED NAME: SPRINT SPECTRUM L P DATE OF NAME CHANGE: 19960529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS Pennsylvania, LLC CENTRAL INDEX KEY: 0001399073 IRS NUMBER: 208303570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-03 FILM NUMBER: 231246792 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: MetroPCS Pennsylvania LLC DATE OF NAME CHANGE: 20070509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS New York, LLC CENTRAL INDEX KEY: 0001399075 IRS NUMBER: 208303519 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-04 FILM NUMBER: 231246793 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: MetroPCS New York LLC DATE OF NAME CHANGE: 20070509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS Nevada, LLC CENTRAL INDEX KEY: 0001399076 IRS NUMBER: 208303430 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-05 FILM NUMBER: 231246794 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: MetroPCS Nevada LLC DATE OF NAME CHANGE: 20070509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS Massachusetts, LLC CENTRAL INDEX KEY: 0001399077 IRS NUMBER: 208303630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-07 FILM NUMBER: 231246796 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: MetroPCS Massachusetts LLC DATE OF NAME CHANGE: 20070509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS Texas, LLC CENTRAL INDEX KEY: 0001399078 IRS NUMBER: 202508993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-52 FILM NUMBER: 231246791 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: MetroPCS Texas LLC DATE OF NAME CHANGE: 20070509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS Michigan, LLC CENTRAL INDEX KEY: 0001399079 IRS NUMBER: 202509038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-06 FILM NUMBER: 231246795 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: MetroPCS Michigan Inc. DATE OF NAME CHANGE: 20130614 FORMER COMPANY: FORMER CONFORMED NAME: MetroPCS Michigan Inc DATE OF NAME CHANGE: 20070509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS Georgia, LLC CENTRAL INDEX KEY: 0001399080 IRS NUMBER: 680618386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-08 FILM NUMBER: 231246797 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: MetroPCS Georgia LLC DATE OF NAME CHANGE: 20070509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS California, LLC CENTRAL INDEX KEY: 0001399081 IRS NUMBER: 680618381 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-10 FILM NUMBER: 231246799 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: MetroPCS California LLC DATE OF NAME CHANGE: 20070509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS Florida, LLC CENTRAL INDEX KEY: 0001399084 IRS NUMBER: 680618383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-09 FILM NUMBER: 231246798 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: MetroPCS Florida LLC DATE OF NAME CHANGE: 20070509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEARWIRE COMMUNICATIONS LLC CENTRAL INDEX KEY: 0001452344 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-12 FILM NUMBER: 231246806 BUSINESS ADDRESS: STREET 1: 4400 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 425-216-7600 MAIL ADDRESS: STREET 1: 4400 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-Mobile USA, Inc. CENTRAL INDEX KEY: 0001578078 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 911983600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-27 FILM NUMBER: 231246812 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IBSV LLC CENTRAL INDEX KEY: 0001578081 IRS NUMBER: 912116910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-11 FILM NUMBER: 231246800 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: GSV LLC DATE OF NAME CHANGE: 20130529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE CENTRAL LLC CENTRAL INDEX KEY: 0001578084 IRS NUMBER: 911973799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-45 FILM NUMBER: 231246778 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE LICENSE LLC CENTRAL INDEX KEY: 0001578085 IRS NUMBER: 911917328 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-42 FILM NUMBER: 231246775 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE NORTHEAST LLC CENTRAL INDEX KEY: 0001578087 IRS NUMBER: 522069434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-41 FILM NUMBER: 231246774 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE PUERTO RICO HOLDINGS LLC CENTRAL INDEX KEY: 0001578092 IRS NUMBER: 202209577 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-02 FILM NUMBER: 231246773 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE PUERTO RICO LLC CENTRAL INDEX KEY: 0001578093 IRS NUMBER: 660649631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-01 FILM NUMBER: 231246824 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TMUS International LLC CENTRAL INDEX KEY: 0001578096 IRS NUMBER: 912116909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-38 FILM NUMBER: 231246817 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: T-MOBILE SUBSIDIARY IV LLC DATE OF NAME CHANGE: 20200102 FORMER COMPANY: FORMER CONFORMED NAME: T-MOBILE SUBSIDIARY IV CORP DATE OF NAME CHANGE: 20130529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE SOUTH LLC CENTRAL INDEX KEY: 0001578097 IRS NUMBER: 203945483 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-51 FILM NUMBER: 231246823 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-Mobile Resources LLC CENTRAL INDEX KEY: 0001578098 IRS NUMBER: 911909782 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-48 FILM NUMBER: 231246818 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: T-MOBILE RESOURCES CORP DATE OF NAME CHANGE: 20130529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE WEST LLC CENTRAL INDEX KEY: 0001578111 IRS NUMBER: 364027581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-40 FILM NUMBER: 231246822 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUSHSPRING, LLC CENTRAL INDEX KEY: 0001611596 IRS NUMBER: 462545203 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-25 FILM NUMBER: 231246785 BUSINESS ADDRESS: STREET 1: 1101 N NORTHLAKE WAY, SUITE 200 CITY: SEATTLE STATE: WA ZIP: 98103 BUSINESS PHONE: 206-455-6128 MAIL ADDRESS: STREET 1: 1101 N NORTHLAKE WAY, SUITE 200 CITY: SEATTLE STATE: WA ZIP: 98103 FORMER COMPANY: FORMER CONFORMED NAME: PUSHSPRING, INC. DATE OF NAME CHANGE: 20140623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE FINANCIAL LLC CENTRAL INDEX KEY: 0001618230 IRS NUMBER: 471324347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-44 FILM NUMBER: 231246777 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT COMMUNICATIONS LLC CENTRAL INDEX KEY: 0001621007 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 480457967 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-50 FILM NUMBER: 231246783 BUSINESS ADDRESS: STREET 1: 6200 SPRINT PARKWAY CITY: OVERLAND PARK STATE: KS ZIP: 66251 BUSINESS PHONE: (800) 829-0965 MAIL ADDRESS: STREET 1: 6200 SPRINT PARKWAY CITY: OVERLAND PARK STATE: KS ZIP: 66251 FORMER COMPANY: FORMER CONFORMED NAME: SPRINT COMMUNICATIONS, LLC DATE OF NAME CHANGE: 20220418 FORMER COMPANY: FORMER CONFORMED NAME: SPRINT COMMUNICATIONS, INC. DATE OF NAME CHANGE: 20140930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE LEASING LLC CENTRAL INDEX KEY: 0001657184 IRS NUMBER: 475079638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-43 FILM NUMBER: 231246776 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APC Realty & Equipment Company, LLC CENTRAL INDEX KEY: 0001824316 IRS NUMBER: 522013278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-17 FILM NUMBER: 231246811 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE WASHINGTON STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE WASHINGTON STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fixed Wireless Holdings, LLC CENTRAL INDEX KEY: 0001824383 IRS NUMBER: 753120884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-33 FILM NUMBER: 231246801 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clearwire Spectrum Holdings LLC CENTRAL INDEX KEY: 0001824385 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-24 FILM NUMBER: 231246802 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nextel Systems, LLC CENTRAL INDEX KEY: 0001824387 IRS NUMBER: 541878330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-30 FILM NUMBER: 231246789 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nextel South Corp. CENTRAL INDEX KEY: 0001824388 IRS NUMBER: 582038468 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-31 FILM NUMBER: 231246790 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clearwire Spectrum Holdings III LLC CENTRAL INDEX KEY: 0001824391 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-19 FILM NUMBER: 231246803 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clearwire Spectrum Holdings II LLC CENTRAL INDEX KEY: 0001824392 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-20 FILM NUMBER: 231246804 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clearwire Legacy LLC CENTRAL INDEX KEY: 0001824395 IRS NUMBER: 263791581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-21 FILM NUMBER: 231246805 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Assurance Wireless USA, L.P. CENTRAL INDEX KEY: 0001824409 IRS NUMBER: 943410099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-15 FILM NUMBER: 231246808 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Assurance Wireless of South Carolina, LLC CENTRAL INDEX KEY: 0001824410 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-16 FILM NUMBER: 231246810 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Telecasting of Seattle, LLC CENTRAL INDEX KEY: 0001824413 IRS NUMBER: 541540851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-22 FILM NUMBER: 231246809 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nextel West Corp. CENTRAL INDEX KEY: 0001824415 IRS NUMBER: 841116272 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-29 FILM NUMBER: 231246788 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NSAC, LLC CENTRAL INDEX KEY: 0001824417 IRS NUMBER: 541879079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-34 FILM NUMBER: 231246787 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRWireless PR, LLC CENTRAL INDEX KEY: 0001824420 IRS NUMBER: 205942061 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-26 FILM NUMBER: 231246786 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SprintCom LLC CENTRAL INDEX KEY: 0001824423 IRS NUMBER: 481187511 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-23 FILM NUMBER: 231246779 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: SprintCom, LLC DATE OF NAME CHANGE: 20220418 FORMER COMPANY: FORMER CONFORMED NAME: SprintCom, Inc. DATE OF NAME CHANGE: 20200911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sprint Spectrum Realty Company, LLC CENTRAL INDEX KEY: 0001824425 IRS NUMBER: 431746021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-46 FILM NUMBER: 231246780 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WBSY Licensing, LLC CENTRAL INDEX KEY: 0001824443 IRS NUMBER: 364046585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-35 FILM NUMBER: 231246820 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VMU GP, LLC CENTRAL INDEX KEY: 0001824451 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-36 FILM NUMBER: 231246821 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sprint Solutions LLC CENTRAL INDEX KEY: 0001824459 IRS NUMBER: 470882463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-54 FILM NUMBER: 231246782 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: Sprint Solutions, Inc. DATE OF NAME CHANGE: 20200911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TDI Acquisition Sub, LLC CENTRAL INDEX KEY: 0001824478 IRS NUMBER: 262671363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-39 FILM NUMBER: 231246814 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATI Sub, LLC CENTRAL INDEX KEY: 0001824637 IRS NUMBER: 262670017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-14 FILM NUMBER: 231246807 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TVN Ventures LLC CENTRAL INDEX KEY: 0001851066 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-37 FILM NUMBER: 231246819 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4253784000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT LLC CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 461170005 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-53 FILM NUMBER: 231246815 BUSINESS ADDRESS: STREET 1: 6200 SPRINT PARKWAY CITY: OVERLAND PARK STATE: KS ZIP: 66251 BUSINESS PHONE: 913-794-1091 MAIL ADDRESS: STREET 1: 6200 SPRINT PARKWAY CITY: OVERLAND PARK STATE: KS ZIP: 66251 FORMER COMPANY: FORMER CONFORMED NAME: SPRINT Corp DATE OF NAME CHANGE: 20130710 FORMER COMPANY: FORMER CONFORMED NAME: SPRINT NEXTEL CORP DATE OF NAME CHANGE: 20050816 FORMER COMPANY: FORMER CONFORMED NAME: SPRINT CORP DATE OF NAME CHANGE: 19921222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT CAPITAL CORP CENTRAL INDEX KEY: 0000907246 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 481132866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-28 FILM NUMBER: 231246784 BUSINESS ADDRESS: STREET 1: 2330 SHAWNEE MISSION PARKWAY CITY: WESTWOOD STATE: KS ZIP: 66205 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: 2330 SHAWNEE MISSION PARKWAY CITY: WESTWOOD STATE: KS ZIP: 66205 POSASR 1 ny20010273x1_posasr.htm POSASR
As filed with the Securities and Exchange Commission on September 11, 2023
Registration No. 333-271553
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
T-Mobile US, Inc.
T-Mobile USA, Inc.
(Exact name of registrant as specified in its charter)
Delaware
Delaware
20-0836269
91-1983600
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
Additional Registrants
(See Table of Additional Registrants on next page)
12920 SE 38th Street
Bellevue, Washington 98006
(425) 378-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Mark W. Nelson
Executive Vice President and General Counsel
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
(425) 378-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Daniel J. Bursky
Mark Hayek
John Lawrence
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
 
 
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 7(a)(2)(B) of Securities Act.

TABLE OF ADDITIONAL REGISTRANTS
In addition to T-Mobile US, Inc., the following direct or indirect subsidiaries of T-Mobile USA, Inc. may be guarantors of debt securities issued by T-Mobile USA, Inc. and are Co-Registrants:
Exact name of registrant as specified in its charter(1)
State or other
jurisdiction of
incorporation or
organization
I.R.S. Employer
Identification
Number
American Telecasting of Seattle, LLC
Delaware
54-1540851
APC Realty and Equipment Company, LLC
Delaware
52-2013278
Assurance Wireless of South Carolina, LLC
Delaware
Not applicable
Assurance Wireless USA, L.P.
Delaware
94-3410099
ATI Sub, LLC
Delaware
26-2670017
Clearwire Communications LLC
Delaware
26-3783012
Clearwire Legacy LLC
Delaware
26-3791581
Clearwire Spectrum Holdings II LLC
Nevada
Not applicable
Clearwire Spectrum Holdings III LLC
Nevada
Not applicable
Clearwire Spectrum Holdings LLC
Nevada
Not applicable
Fixed Wireless Holdings, LLC
Delaware
75-3120884
IBSV LLC
Delaware
91-2116910
MetroPCS California, LLC
Delaware
68-0618381
MetroPCS Florida, LLC
Delaware
68-0618383
MetroPCS Georgia, LLC
Delaware
68-0618386
MetroPCS Massachusetts, LLC
Delaware
20-8303630
MetroPCS Michigan, LLC
Delaware
20-2509038
MetroPCS Nevada, LLC
Delaware
20-8303430
MetroPCS New York, LLC
Delaware
20-8303519
MetroPCS Pennsylvania, LLC
Delaware
20-8303570
MetroPCS Texas, LLC
Delaware
20-2508993
Nextel South Corp.
Georgia
58-2038468
Nextel Systems, LLC
Delaware
54-1878330
Nextel West Corp.
Delaware
84-1116272
NSAC, LLC
Delaware
54-1879079
PRWireless PR, LLC
Delaware
20-5942061
PushSpring, LLC
Delaware
46-2545203
Sprint Capital Corporation
Delaware
48-1132866
Sprint Communications LLC
Delaware
48-0457967
Sprint LLC
Delaware
46-1170005
Sprint Solutions LLC
Delaware
47-0882463
Sprint Spectrum LLC
Delaware
48-1165245
Sprint Spectrum Realty Company, LLC
Delaware
43-1746021
SprintCom LLC
Kansas
48-1187511
T-Mobile Central LLC
Delaware
91-1973799
T-Mobile Financial LLC
Delaware
47-1324347
T-Mobile Innovations LLC
Delaware
Not applicable
T-Mobile Leasing LLC
Delaware
47-5079638
T-Mobile License LLC
Delaware
91-1917328
T-Mobile Northeast LLC
Delaware
52-2069434
T-Mobile Puerto Rico Holdings LLC
Delaware
20-2209577
T-Mobile Puerto Rico LLC
Delaware
66-0649631
T-Mobile Resources LLC
Delaware
91-1909782
T-Mobile South LLC
Delaware
20-3945483

Exact name of registrant as specified in its charter(1)
State or other
jurisdiction of
incorporation or
organization
I.R.S. Employer
Identification
Number
T-Mobile West LLC
Delaware
36-4027581
TDI Acquisition Sub, LLC
Delaware
26-2671363
TMUS International LLC
Delaware
91-2116909
TVN Ventures LLC
Delaware
Not applicable
VMU GP, LLC
Delaware
Not applicable
WBSY Licensing, LLC
Delaware
36-4046585
(1)
The address of each registrant is 12920 SE 38th Street, Bellevue, Washington 98006, and the telephone number is (425) 378-4000.

EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the registration statement on Form S-3 (Registration No. 333-271553) initially filed by T-Mobile US, Inc. and T-Mobile USA, Inc. (“T-Mobile USA”) on May 1, 2023 with the Securities and Exchange Commission (the “Registration Statement”), is filed (i) to remove each of Clear Wireless LLC, Nextel Retail Stores, LLC and Sprint PCS Assets, L.L.C. as subsidiary guarantors of debt securities of T-Mobile USA and co-registrants under the Registration Statement, (ii) to update the Table of Additional Registrants (and to remove all other entities previously included therein from the Registration Statement as amended hereby) and (iii) to include additional exhibits to the Registration Statement under Item 16 of Part II thereof.
No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.
Other Expenses of Issuance and Distribution
Our estimated expenses in connection with the issuance and distribution of the securities being registered are set forth in the following table.
SEC Registration Fee
$   *
Legal Fees and Expenses
**
Trustee Fees and Expenses
**
Accounting Fees and Expenses
**
Printing Expenses
**
NASDAQ and Other Listing Fees
**
Miscellaneous
**
Total
$**
*
In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the registration fee for the securities offered by this prospectus.
**
These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
Item 15.
Indemnification of Directors and Officers
Delaware Corporations
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides, in effect, that any person made a party to any action by reason of the fact that he is or was a director, officer, employee or agent of a corporation may and, in some cases, must be indemnified by the corporation against, in the case of a non-derivative action, judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys’ fees) incurred by him as a result of such action and in the case of a derivative action, against expenses (including attorneys’ fees), if in either type of action he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, in the case of a criminal action, he had no reasonable cause to believe his conduct was unlawful. This indemnification does not apply, in a derivative action, to matters as to which it is adjudged that the director, officer, employee or agent is liable to the corporation, unless upon court order it is determined that, despite such adjudication of liability, but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for expenses.
Delaware Limited Liability Companies
Section 18-108 of the Delaware Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
Delaware Limited Partnerships
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its partnership agreement.
Georgia Corporations
The Georgia Business Corporation Code permits a corporation to indemnify a director or officer if the director or officer seeking indemnification acted in good faith and reasonably believed (i) in the case of conduct in his or her official capacity, that his or her action was in the best interest of the corporation, (ii) in all other cases, that his or her action was at least not opposed to the best interests of the corporation, and (iii) in the case of any criminal proceedings, that he or she had no reasonable cause to believe his or her conduct was unlawful, provided that indemnification in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses
II-1

incurred in connection with the proceeding. The Georgia Business Corporation Code prohibits indemnification of a director in connection with a proceeding by or in the right of the corporation (other than for reasonable expenses) if it is determined that the director has not met the relevant standard of conduct, or with respect to conduct for which he or she was adjudged liable on the basis that a personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity. The Georgia Business Corporation Code additionally prohibits indemnification of an officer for liability arising in connection with appropriation of a business opportunity of the corporation, intentional or knowing violation of law, improper distributions or improper personal benefit.
Kansas Limited Liability Companies
Section 17-7670 of the Kansas Revised Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. To the extent that a present or former member, manager, officer, employee or agent of a limited liability company has been successful on the merits or otherwise as a plaintiff in an action to determine that the plaintiff is a member of a limited liability company or in defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a member, manager, officer, employee or agent of the limited liability company, or is or was serving at the request of the limited liability company as a member, manager, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, or in defense of any claim, issue or matter therein, such member, manager, officer, employee or agent shall be indemnified by the limited liability company against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.
Nevada Limited Liability Companies
Sections 86.411 and 86.421 of the Nevada Limited-Liability Companies law permit indemnification of any person who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager, member, employee or agent of the company, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Indemnification may not be made for any claim as to which such a person has been adjudged to be liable to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Nevada Limited-Liability Companies law allows a company to purchase or maintain insurance for members, managers, employees, and agents of the company.
General
The certificates of incorporation of T-Mobile US, Inc. (“T-Mobile”) and T-Mobile USA, Inc. (“T-Mobile USA”) each provide for indemnification, to the fullest extent permitted by the DGCL, to any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of T-Mobile or T-Mobile USA, respectively, or is or was serving at the request of T-Mobile or T-Mobile USA, respectively, as a director, officer, or agent of another corporation, limited liability company, or other enterprise, against expenses (including attorneys’ fees), judgments, liabilities, losses, fines and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding. Each of T-Mobile and T-Mobile USA applies the provisions of its certificate of incorporation to indemnification of directors and officers of its wholly-owned subsidiaries, including the co-registrants. In addition, the organizational documents governing certain of the co-registrants generally provide directors, managers and officers with similar rights to indemnification to the fullest extent permitted by law.
The Fifth Amended and Restated Certificate of Incorporation of T-Mobile provides that no director is liable to T-Mobile or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL.
II-2

T-Mobile has entered into indemnification agreements with all of its directors and executive officers and has purchased directors’ and officers’ liability insurance. Any underwriting agreement may provide for indemnification by the underwriters of the issuer(s), any guarantors and their officers and directors for certain liabilities arising under the Securities Act or otherwise.
Item 16.
Exhibits
The following exhibits are filed as part of this registration statement:
Exhibit
No.
Document
1.1*
Form of Underwriting or Purchase Agreement.
Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V. and SoftBank Group Corp. (incorporated by reference to Exhibit 2.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on April 30, 2018).
Amendment No. 1, dated as of July 26, 2019, to the Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V., and SoftBank Group Corp. (incorporated by reference to Exhibit 2.2 to T-Mobile’s Current Report on Form 8-K filed with the SEC on July 26, 2019).
Amendment No. 2, dated as of February 20, 2020, to the Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V., and SoftBank Group Corp., as amended (incorporated by reference to Exhibit 2.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on February 20, 2020).
Asset Purchase Agreement, dated as of July 26, 2019, by and among T-Mobile US, Inc., Sprint Corporation and DISH Network Corporation (incorporated by reference to Exhibit 2.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on July 26, 2019).
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 (incorporated by reference to Exhibit 2.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on June 17, 2020 at 4:46 p.m. Eastern time).
Asset Purchase Agreement, dated as of May 28, 2021, by and between T-Mobile USA, Inc. and Shenandoah Telecommunications Company (incorporated by reference to Exhibit 2.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on June 1, 2021).
Amendment No. 1 to Asset Purchase Agreement, dated as of July 1, 2021, by and between T-Mobile USA, Inc. and Shenandoah Telecommunications Company (incorporated by reference to Exhibit 2.2 to T-Mobile’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2021).
Membership Interest Purchase Agreement, dated as of September 6, 2022, by and among Sprint LLC, Sprint Communications LLC, and Cogent Infrastructure, Inc. (incorporated by reference to Exhibit 2.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on September 7, 2022).
Fifth Amended and Restated Certificate of Incorporation of T-Mobile US, Inc. (incorporated by reference to Exhibit 3.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on April 1, 2020).
Seventh Amended and Restated Bylaws of T-Mobile US, Inc. (incorporated by reference to Exhibit 3.2 to T-Mobile’s Current Report on Form 8-K filed with the SEC on April 1, 2020).
Proxy, Lock-Up and ROFR Agreement, dated as of April 1, 2020, by and between Deutsche Telekom AG and SoftBank Group Corp. (incorporated by reference to Exhibit 6 to the Schedule 13D with respect to T-Mobile filed with the SEC on April 2, 2020).
Proxy, Lock-Up and ROFR Agreement, dated as of June 22, 2020, among Deutsche Telekom AG, Claure Mobile LLC and Raul Marcelo Claure (incorporated by reference to Exhibit 49 to the Schedule 13D/A with respect to T-Mobile filed with the SEC on June 24, 2020).
II-3

Exhibit
No.
Document
Specimen Common Stock Certificate (incorporated by reference to Exhibit 99.3 to Amendment No. 1 to T-Mobile’s Form 8-A filed with the SEC on May 2, 2013).
Second Amended and Restated Stockholders’ Agreement, dated as of June 22, 2020, by and among Deutsche Telekom AG, SoftBank Group Corp. and T-Mobile US, Inc. (incorporated by reference to Exhibit 4.2 to T-Mobile’s Registration Statement on Form S-3 filed with the SEC on June 22, 2020).
Indenture, dated as of September 15, 2022, by and among T-Mobile USA, Inc., the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on September 15, 2022).
4.8*
Specimen Preferred Stock Certificate.
4.9*
Form of Warrant Agreement.
4.10*
Form of Rights Certificate.
4.11*
Form of Rights Agreement.
4.12*
Form of Deposit Agreement.
4.13*
Form of Purchase Agreement.
4.14*
Form of Unit Agreement.
Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP (incorporated by reference to Exhibit 5.1 to T-Mobile's Registration Statement on Form S-3, File No. 333-271553, filed with the SEC on May 1, 2023).
Opinion of Polsinelli PC (incorporated by reference to Exhibit 5.2 to T-Mobile's Registration Statement on Form S-3, File No. 333-271553, filed with the SEC on May 1, 2023).
List of Guarantor Subsidiaries.
Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
Consent of Polsinelli PC (included in Exhibit 5.2).
Consent of Deloitte & Touche LLP.
Consent of PricewaterhouseCoopers LLP.
Powers of Attorney (incorporated by reference to signature pages to T-Mobile’s Registration Statement on Form S-3, File No. 333-271553, filed with the SEC on May 1, 2023).
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as Trustee under the Indenture dated as of September 15, 2022 (incorporated by reference to Exhibit 25.1 to T-Mobile's Registration Statement on Form S-3, File No. 333-271553, filed with the SEC on May 1, 2023).
Filing Fee Table.
*
To be filed, if necessary, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Current Report on Form 8-K or other report to be filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act and incorporated herein by reference.
**
In accordance with Item 601(a)(5) of Regulation S-K, certain schedules (or similar attachments) to this exhibit have been omitted from this filing. The registrant will provide a copy of any omitted schedule to the Securities and Exchange Commission or its staff upon request.
***
Previously filed as an exhibit to the Registration Statement.

Filed herewith.
The registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of any long-term debt instruments that have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.
Item 17.
Undertakings
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the
II-4

aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
II-5

(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
II-6

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
T-MOBILE US, INC.
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
*
President and Chief Executive Officer (Principal Executive Officer) and Director
September 11, 2023
G. Michael Sievert
 
 
 
 
/s/ Peter Osvaldik
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
September 11, 2023
Peter Osvaldik
 
 
 
 
*
Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
 
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-7

*
Chairman of the Board of Directors
September 11, 2023
Timotheus Höttges
 
 
 
 
*
Director
September 11, 2023
Marcelo Claure
 
 
 
 
*
Director
September 11, 2023
Srikant M. Datar
 
 
 
 
*
Director
September 11, 2023
Srinivasan Gopalan
 
 
 
 
*
Director
September 11, 2023
Christian P. Illek
 
 
 
 
*
Director
September 11, 2023
Raphael Kübler
 
 
 
 
*
Director
September 11, 2023
Thorsten Langheim
 
 
 
 
*
Director
September 11, 2023
Dominique Leroy
 
 
 
 
*
Director
September 11, 2023
Letitia A. Long
 
 
 
 
*
Director
September 11, 2023
Teresa A. Taylor
 
 
 
 
*
Director
September 11, 2023
Kelvin R. Westbrook
 
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-8

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
Director
September 11, 2023
André Almeida
 
 
 
 
 
Director
September 11, 2023
James J. Kavanaugh
 
 
II-9

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
T-MOBILE USA, INC.
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
*
President and Chief Executive Officer (Principal Executive Officer)
September 11, 2023
G. Michael Sievert
 
 
 
 
/s/ Peter Osvaldik
Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Director
September 11, 2023
Peter Osvaldik
 
 
 
 
*
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
 
 
 
 
*
Director
September 11, 2023
Christopher M. Miller
 
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-10

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
ASSURANCE WIRELESS OF SOUTH CAROLINA, LLC
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
President
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ Peter Osvaldik
President (Principal Executive Officer and Principal Financial Officer)
September 11, 2023
Peter Osvaldik
 
 
 
 
*
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
 
 
 
 
/s/ Peter Osvaldik
President of Assurance Wireless USA, L.P., the Registrant’s Member
September 11, 2023
Peter Osvaldik
 
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-11

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
ATI SUB, LLC
 
CLEARWIRE LEGACY LLC
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
President
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ Peter Osvaldik
President (Principal Executive Officer and Principal Financial Officer)
September 11, 2023
Peter Osvaldik
 
 
 
*
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
 
 
 
/s/ Peter Osvaldik
President of Clearwire Communications LLC, the Registrant’s Member
September 11, 2023
Peter Osvaldik
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-12

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
CLEARWIRE SPECTRUM HOLDINGS LLC
 
CLEARWIRE SPECTRUM HOLDINGS II LLC
 
FIXED WIRELESS HOLDINGS, LLC
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
President
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ Peter Osvaldik
President (Principal Executive Officer and Principal Financial Officer)
September 11, 2023
Peter Osvaldik
 
 
 
*
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
 
 
 
 
 
/s/ Peter Osvaldik
President of Clearwire Legacy LLC, the Registrant’s Member
September 11, 2023
Peter Osvaldik
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-13

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
APC REALTY AND EQUIPMENT COMPANY, LLC
 
IBSV LLC
 
NSAC, LLC
 
PUSHSPRING, LLC
 
SPRINT COMMUNICATIONS LLC
 
SPRINT SOLUTIONS LLC
 
T-MOBILE INNOVATIONS LLC
 
T-MOBILE LICENSE LLC
 
T-MOBILE NORTHEAST LLC
 
T-MOBILE PUERTO RICO HOLDINGS LLC
 
T-MOBILE PUERTO RICO LLC
 
T-MOBILE RESOURCES LLC
 
T-MOBILE SOUTH LLC
 
T-MOBILE WEST LLC
 
TMUS INTERNATIONAL LLC
 
TVN VENTURES LLC
 
WBSY LICENSING, LLC
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
President
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ Peter Osvaldik
President (Principal Executive Officer and Principal Financial Officer) and Manager
September 11, 2023
Peter Osvaldik
 
 
 
*
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-14

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
CLEARWIRE SPECTRUM HOLDINGS III LLC
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
President
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ Peter Osvaldik
President (Principal Executive Officer and Principal Financial Officer)
September 11, 2023
Peter Osvaldik
 
 
 
*
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
 
 
 
/s/ Peter Osvaldik
President of Nextel West Corp., the Registrant’s Member
September 11, 2023
Peter Osvaldik
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-15

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
NEXTEL SOUTH CORP.
 
NEXTEL WEST CORP.
 
SPRINT CAPITAL CORPORATION
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
President
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ Peter Osvaldik
President (Principal Executive Officer and Principal Financial Officer) and Director
September 11, 2023
Peter Osvaldik
 
 
 
*
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
 
 
 
*
Director
September 11, 2023
Christopher M. Miller
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-16

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
T-MOBILE FINANCIAL LLC
 
T-MOBILE LEASING LLC
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ Peter Osvaldik
President and Treasurer (Principal Executive Officer and Principal Financial Officer) and Manager
September 11, 2023
Peter Osvaldik
 
 
 
*
Controller (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
 
 
 
*
Manager
September 11, 2023
Christopher M. Miller
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-17

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
CLEARWIRE COMMUNICATIONS LLC
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
President
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ Peter Osvaldik
President (Principal Executive Officer and Principal Financial Officer)
September 11, 2023
Peter Osvaldik
 
 
*
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
 
 
 
/s/ Peter Osvaldik
President of Sprint Communications LLC, the Registrant’s Member
September 11, 2023
Peter Osvaldik
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-18

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
SPRINTCOM LLC
 
SPRINT SPECTRUM LLC
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ Peter Osvaldik
President and Treasurer (Principal
Executive Officer and Principal
Financial Officer) and Manager
September 11, 2023
Peter Osvaldik
 
 
 
*
Controller (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-19

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
NEXTEL SYSTEMS, LLC
 
VMU GP, LLC
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
President
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ Peter Osvaldik
President (Principal Executive Officer and Principal Financial Officer)
September 11, 2023
Peter Osvaldik
 
 
 
*
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
 
 
 
/s/ Peter Osvaldik
President and Treasurer of SprintCom LLC, the Registrant’s Member
September 11, 2023
Peter Osvaldik
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-20

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
ASSURANCE WIRELESS USA, L.P.
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
President
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ Peter Osvaldik
President (Principal Executive Officer and Principal Financial Officer)
September 11, 2023
Peter Osvaldik
 
 
 
*
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
 
 
 
/s/ Peter Osvaldik
President of VMU GP, LLC, the Registrant’s General Partner
September 11, 2023
Peter Osvaldik
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-21

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
METROPCS CALIFORNIA, LLC
 
METROPCS FLORIDA, LLC
 
METROPCS GEORGIA, LLC
 
METROPCS MASSACHUSETTS, LLC
 
METROPCS MICHIGAN, LLC
 
METROPCS NEVADA, LLC
 
METROPCS NEW YORK, LLC
 
METROPCS PENNSYLVANIA, LLC
 
METROPCS TEXAS, LLC
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
President
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ Peter Osvaldik
President (Principal Executive Officer and Principal Financial Officer) and Manager
September 11, 2023
Peter Osvaldik
 
 
 
*
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
 
 
 
*
Manager
September 11, 2023
Christopher M. Miller
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-22

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
PRWIRELESS PR, LLC
 
T-MOBILE CENTRAL LLC
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
President
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ Peter Osvaldik
President (Principal Executive Officer and Principal Financial Officer)
September 11, 2023
Peter Osvaldik
 
 
 
*
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
 
 
 
/s/ Peter Osvaldik
Executive Vice President and Chief Financial Officer of T-Mobile USA, Inc., the Registrant’s Member
September 11, 2023
Peter Osvaldik
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-23

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
SPRINT LLC
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
*
President and Chief Executive Officer (Principal Executive Officer)
September 11, 2023
G. Michael Sievert
 
 
 
/s/ Peter Osvaldik
Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Manager
September 11, 2023
Peter Osvaldik
 
 
 
*
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-24

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2023.
 
AMERICAN TELECASTING OF SEATTLE, LLC
 
SPRINT SPECTRUM REALTY COMPANY, LLC
 
TDI ACQUISITION SUB, LLC
 
 
 
 
 
By:
/s/ Peter Osvaldik
 
 
Name:
Peter Osvaldik
 
 
Title:
President
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ Peter Osvaldik
President (Principal Executive Officer and Principal Financial Officer)
September 11, 2023
Peter Osvaldik
 
 
 
*
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
September 11, 2023
Dara Bazzano
 
 
 
/s/ Peter Osvaldik
President of T-Mobile License LLC, the Registrant’s Member
September 11, 2023
Peter Osvaldik
* By:
/s/ Peter Osvaldik
 
 
Peter Osvaldik
 
 
Attorney-in-Fact
 
II-25
EX-22.1 2 ny20010273x1_ex22-1.htm EXHIBIT 22.1

Exhibit 22.1

Obligors

From time to time, T-Mobile US, Inc., as a guarantor, and its subsidiaries listed in the following table, may be obligors under debt securities issued by T-Mobile USA, Inc. pursuant to the registration statement to which this list is filed as an exhibit.

Name of Subsidiary
Jurisdiction of Organization
Obligor Type
American Telecasting of Seattle, LLC
Delaware
Guarantor
APC Realty and Equipment Company, LLC
Delaware
Guarantor
Assurance Wireless of South Carolina, LLC
Delaware
Guarantor
Assurance Wireless USA, L.P.
Delaware
Guarantor
ATI Sub, LLC
Delaware
Guarantor
Clearwire Communications LLC
Delaware
Guarantor
Clearwire Legacy LLC
Delaware
Guarantor
Clearwire Spectrum Holdings II LLC
Nevada
Guarantor
Clearwire Spectrum Holdings III LLC
Nevada
Guarantor
Clearwire Spectrum Holdings LLC
Nevada
Guarantor
Fixed Wireless Holdings, LLC
Delaware
Guarantor
IBSV LLC
Delaware
Guarantor
MetroPCS California, LLC
Delaware
Guarantor
MetroPCS Florida, LLC
Delaware
Guarantor
MetroPCS Georgia, LLC
Delaware
Guarantor
MetroPCS Massachusetts, LLC
Delaware
Guarantor
MetroPCS Michigan, LLC
Delaware
Guarantor
MetroPCS Nevada, LLC
Delaware
Guarantor
MetroPCS New York, LLC
Delaware
Guarantor
MetroPCS Pennsylvania, LLC
Delaware
Guarantor
MetroPCS Texas, LLC
Delaware
Guarantor
Nextel South Corp.
Georgia
Guarantor
Nextel Systems, LLC
Delaware
Guarantor
Nextel West Corp.
Delaware
Guarantor
NSAC, LLC
Delaware
Guarantor
PRWireless PR, LLC
Delaware
Guarantor
PushSpring, LLC
Delaware
Guarantor
Sprint Capital Corporation
Delaware
Guarantor
Sprint Communications LLC
Delaware
Guarantor
Sprint LLC
Delaware
Guarantor
Sprint Solutions LLC
Delaware
Guarantor
Sprint Spectrum LLC
Delaware
Guarantor
Sprint Spectrum Realty Company, LLC
Delaware
Guarantor
SprintCom LLC
Kansas
Guarantor
T-Mobile Central LLC
Delaware
Guarantor
T-Mobile Financial LLC
Delaware
Guarantor
T-Mobile Innovations LLC
Delaware
Guarantor
T-Mobile Leasing LLC
Delaware
Guarantor
T-Mobile License LLC
Delaware
Guarantor
T-Mobile Northeast LLC
Delaware
Guarantor
T-Mobile Puerto Rico Holdings LLC
Delaware
Guarantor
T-Mobile Puerto Rico LLC
Delaware
Guarantor
T-Mobile Resources LLC
Delaware
Guarantor
T-Mobile South LLC
Delaware
Guarantor
T-Mobile USA, Inc.
Delaware
Issuer
T-Mobile West LLC
Delaware
Guarantor
TDI Acquisition Sub, LLC
Delaware
Guarantor
TMUS International LLC
Delaware
Guarantor
TVN Ventures LLC
Delaware
Guarantor
VMU GP, LLC
Delaware
Guarantor
WBSY Licensing, LLC
Delaware
Guarantor


EX-23.3 3 ny20010273x1_ex23-3.htm EXHIBIT 23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in this Registration Statement (No. 333-271553) on Form S-3 of our report dated February 14, 2023, relating to the consolidated financial statements of T-Mobile US, Inc. and the effectiveness of T-Mobile US, Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of T-Mobile US, Inc. for the year ended December 31, 2022. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ Deloitte & Touche LLP
 
Seattle, WA
 
September 11, 2023


 

EX-23.4 4 ny20010273x1_ex23-4.htm EXHIBIT 23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of T-Mobile US, Inc. of our report dated February 11, 2022 relating to the financial statements, which appears in T-Mobile US, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022.  We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Seattle, Washington

September 11, 2023




EX-FILING FEES 5 ny20010273x1_ex107-1.htm FILING FEES TABLE

Exhibit 107.1
 
Calculation of Filing Fee Table
 
Form S-3
(Form Type)
 
Issuer:
T-Mobile USA, Inc.
 
Guarantors:
American Telecasting of Seattle, LLC
APC Realty and Equipment Company, LLC
Assurance Wireless of South Carolina, LLC
Assurance Wireless USA, L.P.
ATI Sub, LLC
Clearwire Communications LLC
Clearwire Legacy LLC
Clearwire Spectrum Holdings II LLC
Clearwire Spectrum Holdings III LLC
Clearwire Spectrum Holdings LLC
Fixed Wireless Holdings, LLC
IBSV LLC
MetroPCS California, LLC
MetroPCS Florida, LLC
MetroPCS Georgia, LLC
MetroPCS Massachusetts, LLC
MetroPCS Michigan, LLC
MetroPCS Nevada, LLC
MetroPCS New York, LLC
MetroPCS Pennsylvania, LLC
MetroPCS Texas, LLC
Nextel South Corp.
Nextel Systems, LLC
Nextel West Corp.
NSAC, LLC
PRWireless PR, LLC
PushSpring, LLC
Sprint Capital Corporation
Sprint Communications LLC
Sprint LLC
Sprint Solutions LLC
Sprint Spectrum LLC
Sprint Spectrum Realty Company, LLC
SprintCom LLC
T-Mobile Central LLC
T-Mobile Financial LLC
T-Mobile Innovations LLC
T-Mobile Leasing LLC
T-Mobile License LLC
T-Mobile Northeast LLC
T-Mobile Puerto Rico Holdings LLC
T-Mobile Puerto Rico LLC
T-Mobile Resources LLC
T-Mobile South LLC
T-Mobile US, Inc.
T-Mobile West LLC
TDI Acquisition Sub, LLC
TMUS International LLC
TVN Ventures LLC
VMU GP, LLC
WBSY Licensing, LLC
 
 (Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 
Security
Type
Security
Class
Title
Fee
Calculation
or Carry
Forward
Rule
Amount
Registered
Proposed
Maximum
Offering
Price Per
Unit
Maximum
Aggregate
Offering
Price
Fee
Rate
Amount of
Registration
Fee
Carry
Forward
Form
Type
Carry
Forward
File
Number
Carry
Forward
Initial
effective
date
Filing Fee
Previously
Paid in
Connection
with
Unsold
Securities
to be
Carried
Forward
Newly Registered Securities
Fees to Be Paid
Equity
Common Stock, par value $0.00001 per share, of T-Mobile US, Inc.
Rule
456(b)
and
Rule
457(r)(1)
(1)
(1)
(1)
(1)
(1)
       
 
Equity
Preferred Stock, par value $0.00001 per share, of T-Mobile US, Inc.
Rule
456(b)
and
Rule
457(r)(1)
(1)
(1)
(1)
(1)
(1)
       
 
Debt
Debt Securities
Rule
456(b)
and
Rule
457(r)(1)
(1)
(1)
(1)
(1)
(1)
       
 
Debt
Guarantees of Debt
Securities(2)
Rule
456(b)
and
Rule
457(r)(1)
(1)
(1)
(1)
(1)
(1)
       
 
Other
Depositary Shares
Rule
456(b)
and
Rule
457(r)(1)
(1)
(1)
(1)
(1)
(1)
       
 
Other
Warrants
Rule
456(b)
and
Rule
457(r)(1)
(1)
(1)
(1)
(1)
(1)
       
 
Other
Rights
Rule
456(b)
and
Rule
457(r)(1)
(1)
(1)
(1)
(1)
(1)
       
 
Other
Purchase Contracts
Rule
456(b)
and
Rule
457(r)(1)
(1)
(1)
(1)
(1)
(1)
       
 
Other
Units
Rule
456(b)
and
Rule
457(r)(1)
(1)
(1)
(1)
(1)
(1)
       
Fees Previously Paid
 
       
Carry Forward Securities
Carry Forward Securities
 
   
   
Total 
Offering 
Amounts
     
$ —
 
$ —
       
   
Total Fees Previously Paid
         
$ —
       
   
Total Fee Offsets
         
$ —
       
   
Net Fee Due
         
$ —
       

(1)
An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement. In accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of the registration fee.
(2)
T-Mobile US, Inc. or the registrants listed on the Table of Additional Registrants may guarantee the obligations of such debt securities of T-Mobile USA, Inc. The guarantees will not be traded separately. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no additional registration fee is due with respect to the guarantees.