0001193125-23-130711.txt : 20230501 0001193125-23-130711.hdr.sgml : 20230501 20230501171849 ACCESSION NUMBER: 0001193125-23-130711 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20230501 DATE AS OF CHANGE: 20230501 EFFECTIVENESS DATE: 20230501 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553 FILM NUMBER: 23875111 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-49 FILM NUMBER: 23875161 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-47 FILM NUMBER: 23875159 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-03 FILM NUMBER: 23875114 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-04 FILM NUMBER: 23875115 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-05 FILM NUMBER: 23875116 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-07 FILM NUMBER: 23875118 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-52 FILM NUMBER: 23875164 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-06 FILM NUMBER: 23875117 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-08 FILM NUMBER: 23875119 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-10 FILM NUMBER: 23875121 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-09 FILM NUMBER: 23875120 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-12 FILM NUMBER: 23875123 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-27 FILM NUMBER: 23875138 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-11 FILM NUMBER: 23875122 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-45 FILM NUMBER: 23875157 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-42 FILM NUMBER: 23875154 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-41 FILM NUMBER: 23875153 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-02 FILM NUMBER: 23875113 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-01 FILM NUMBER: 23875112 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-38 FILM NUMBER: 23875150 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-51 FILM NUMBER: 23875163 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-48 FILM NUMBER: 23875160 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-40 FILM NUMBER: 23875152 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-25 FILM NUMBER: 23875136 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-44 FILM NUMBER: 23875156 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-50 FILM NUMBER: 23875162 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-43 FILM NUMBER: 23875155 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-17 FILM NUMBER: 23875128 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-33 FILM NUMBER: 23875145 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-24 FILM NUMBER: 23875135 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-30 FILM NUMBER: 23875141 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-31 FILM NUMBER: 23875143 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 Retail Stores, LLC CENTRAL INDEX KEY: 0001824389 IRS NUMBER: 542021574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-32 FILM NUMBER: 23875144 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-19 FILM NUMBER: 23875130 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-20 FILM NUMBER: 23875131 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-21 FILM NUMBER: 23875132 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: Clear Wireless LLC CENTRAL INDEX KEY: 0001824398 IRS NUMBER: 263821888 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-13 FILM NUMBER: 23875124 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-15 FILM NUMBER: 23875126 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-16 FILM NUMBER: 23875127 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-22 FILM NUMBER: 23875133 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-29 FILM NUMBER: 23875140 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-34 FILM NUMBER: 23875146 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-26 FILM NUMBER: 23875137 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-23 FILM NUMBER: 23875134 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-46 FILM NUMBER: 23875158 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-35 FILM NUMBER: 23875147 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-36 FILM NUMBER: 23875148 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-54 FILM NUMBER: 23875166 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: Sprint PCS Assets, L.L.C. CENTRAL INDEX KEY: 0001824460 IRS NUMBER: 330783958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-18 FILM NUMBER: 23875129 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: TDI Acquisition Sub, LLC CENTRAL INDEX KEY: 0001824478 IRS NUMBER: 262671363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-39 FILM NUMBER: 23875151 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-14 FILM NUMBER: 23875125 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-37 FILM NUMBER: 23875149 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-53 FILM NUMBER: 23875165 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-271553-28 FILM NUMBER: 23875139 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 S-3ASR 1 d482993ds3asr.htm S-3ASR S-3ASR
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As filed with the Securities and Exchange Commission on May 1, 2023

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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.  ☐

 

 

 

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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

Clear Wireless LLC

    Nevada    26-3821888

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 Retail Stores, LLC

    Delaware    54-2021574

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 PCS Assets, L.L.C.

    Delaware    33-0783958

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

 

i

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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 Puerto Rico LLC

    Delaware    66-0649631

T-Mobile Resources LLC

    Delaware    91-1909782

T-Mobile South LLC

    Delaware    20-3945483

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.

 

ii

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PROSPECTUS

 

LOGO

T-MOBILE US, INC.

Common Stock

Preferred Stock

Guarantees of Debt Securities of T-Mobile USA, Inc.

Depositary Shares

Warrants

Rights

Purchase Contracts

Units

T-MOBILE USA, INC.

Debt Securities

 

 

T-Mobile US, Inc. (the “Company”), may, from time to time, offer to sell, in one or more offerings, the securities described in this prospectus. In addition, selling securityholders who may be named in a prospectus supplement may offer and sell from time to time securities in such amounts as set forth in such prospectus supplement. We will not receive any of the proceeds from the sale of the common stock by the selling securityholders.

The specific terms of any securities to be offered will be described in a supplement to this prospectus.

The Company’s common stock is listed on the NASDAQ Global Select Market under the symbol “TMUS.”

 

 

Investing in our securities involves risks. See “Risk Factors” on page 6 of this prospectus, and any applicable prospectus supplement, and in the documents which are incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is May 1, 2023.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, we or certain selling securityholders may offer and sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we or certain selling securityholders may offer. Each time we use this prospectus to offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices, and terms of the securities being offered. A prospectus supplement may add, update or change information contained in this prospectus. If information varies between this prospectus and any accompanying prospectus supplement, you should rely on the information in the accompanying prospectus supplement. This prospectus does not contain all the information provided in the registration statement filed with the SEC. You should carefully read both this prospectus and any prospectus supplement together with the additional information described below under “Where You Can Find More Information” and “Information Incorporated By Reference” before you make an investment decision.

We have not authorized anyone to provide you with different information. This document may only be used where it is legal to sell these securities. You should not assume that the information contained in this prospectus, or in any prospectus supplement, is accurate as of any date other than its date regardless of the time of delivery of the prospectus or prospectus supplement or any sale of the securities.

Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in a prospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. See “Information Incorporated By Reference.”

This prospectus and any accompanying prospectus supplement may include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this prospectus are the property of their respective owners.

In this prospectus, unless the context indicates otherwise, references to “T-Mobile US,” “Parent,” the “Company” and “our Company” refer to T-Mobile US, Inc. and references to “T-Mobile,” “we,” “our,” “ours” and “us” refer to T-Mobile US, Inc. and its subsidiaries. T-Mobile US, Inc. has no operations separate from its investment in T-Mobile USA, Inc. (“T-Mobile USA”). Accordingly, unless otherwise noted, all of the financial information in this prospectus is presented on a consolidated basis of T-Mobile. References to “you” refer to a prospective investor.

 

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ABOUT US

We are America’s supercharged Un-carrier. Through our Un-carrier strategy, we have disrupted the wireless communications services industry by actively engaging with and listening to our customers and focusing on eliminating their existing pain points. This includes providing added value and what we believe is an exceptional experience while implementing signature Un-carrier initiatives that have changed the wireless industry. We ended annual service contracts, overages, unpredictable international roaming fees and data buckets, among other things. We are inspired by a relentless customer experience focus, consistently leading the wireless industry in customer care by delivering award-winning customer experience with our “Team of Experts,” which drives our record-high customer satisfaction levels while enabling operational efficiencies.

We provide wireless communications services to postpaid and prepaid customers and generate revenue by providing affordable wireless communications services to these customers, as well as a wide selection of wireless devices and accessories. We also provide wholesale wireless services to various partners, who then offer the services for sale to their customers. Our most significant expenses relate to operating and expanding our network, providing a full range of devices, acquiring and retaining high-quality customers and compensating employees. We provide services, devices and accessories across our flagship brands, T-Mobile and Metro by T-Mobile, through our owned and operated retail stores, as well as through our websites (www.t-mobile.com and www.metrobyt-mobile.com), T-Mobile app, customer care channels and through national retailers. In addition, we sell devices to dealers and other third-party distributors for resale through independent third-party retail outlets and a variety of third-party websites. The information on our websites is not incorporated by reference in this prospectus or any prospectus supplement and you should not consider it a part of this prospectus or any accompanying prospectus supplement (except for our SEC reports expressly incorporated by reference herein or therein).

Our corporate headquarters and principal executive offices are located at 12920 SE 38th Street, Bellevue, Washington 98006. Our telephone number is (425) 378-4000.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus, the documents incorporated by reference and our other public statements include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including information concerning our future results of operations, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. The following important factors, along with the risk factors identified under “Risk Factors” and the risk factors incorporated by reference herein, could affect future results and cause those results to differ materially from those expressed in the forward-looking statements:

 

  •  

competition, industry consolidation and changes in the market for wireless communications services and other forms of connectivity;

 

  •  

criminal cyberattacks, disruption, data loss or other security breaches;

 

  •  

our inability to take advantage of technological developments on a timely basis;

 

  •  

our inability to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture;

 

  •  

system failures and business disruptions, allowing for unauthorized use of or interference with our network and other systems;

 

  •  

the scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use;

 

  •  

the difficulties in maintaining multiple billing systems following our merger (the “Merger”) with Sprint Corporation (“Sprint”) pursuant to a Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and any unanticipated difficulties, disruption, or significant delays in our long-term strategy to convert Sprint’s legacy customers onto T-Mobile’s billing platforms;

 

  •  

the impacts of the actions we have taken and conditions we have agreed to in connection with the regulatory proceedings and approvals of the Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”), including the acquisition by DISH Network Corporation (“DISH”) of the prepaid wireless business operated under the Boost Mobile and Sprint prepaid brands (excluding the Assurance brand Lifeline customers and the prepaid wireless customers of Shenandoah Personal Communications Company LLC and Swiftel Communications, Inc.), including customer accounts, inventory, contracts, intellectual property and certain other specified assets, and the assumption of certain related liabilities (collectively, the “Prepaid Transaction”), the complaint and proposed final judgment agreed to by us, Deutsche Telekom AG (“Deutsche Telekom”), Sprint, SoftBank Group Corp. (“SoftBank”) and DISH with the U.S. District Court for the District of Columbia, which was approved by the Court on April 1, 2020, the proposed commitments filed with the Secretary of the Federal Communications Commission (“FCC”), which we announced on May 20, 2019, certain national security commitments and undertakings, and any other commitments or undertakings entered into, including but not limited to, those we have made to certain states and nongovernmental organizations (collectively, the “Government Commitments”), and the challenges in satisfying the Government Commitments in the required time frames and the significant cumulative costs incurred in tracking and monitoring compliance over multiple years;

 

  •  

adverse economic, political or market conditions in the U.S. and international markets, including changes resulting from increases in inflation or interest rates, supply chain disruptions and impacts of current geopolitical instability caused by the war in Ukraine;

 

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  •  

our inability to manage the ongoing commercial and transition services arrangements entered into in connection with the Prepaid Transaction, and known or unknown liabilities arising in connection therewith;

 

  •  

the timing and effects of any future acquisition, divestiture, investment, or merger involving us;

 

  •  

any disruption or failure of our third parties (including key suppliers) to provide products or services for the operation of our business;

 

  •  

our inability to fully realize the synergy benefits from the Transactions in the expected time frame;

 

  •  

our substantial level of indebtedness and our inability to service our debt obligations in accordance with their terms or to comply with the restrictive covenants contained therein;

 

  •  

changes in the credit market conditions, credit rating downgrades or an inability to access debt markets;

 

  •  

restrictive covenants including the agreements governing our indebtedness and other financings;

 

  •  

the risk of future material weaknesses we may identify or any other failure by us to maintain effective internal controls, and the resulting significant costs and reputational damage;

 

  •  

any changes in regulations or in the regulatory framework under which we operate;

 

  •  

laws and regulations relating to the handling of privacy and data protection;

 

  •  

unfavorable outcomes of and increased costs from existing or future regulatory or legal proceedings;

 

  •  

our offering of regulated financial services products and exposure to a wide variety of state and federal regulations;

 

  •  

new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations;

 

  •  

our wireless licenses, including those controlled through leasing agreements, are subject to renewal and may be revoked;

 

  •  

our exclusive forum provision as provided in our Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”);

 

  •  

interests of Deutsche Telekom, our controlling stockholder, that may differ from the interests of other stockholders;

 

  •  

future sales of our common stock by Deutsche Telekom and SoftBank and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the FCC; and

 

  •  

our 2022 Stock Repurchase Program, authorized by our Board of Directors on September 8, 2022 for up to $14.0 billion of our common stock through September 30, 2023, may not be fully consummated, and our share repurchase program may not enhance long-term stockholder value.

Additional information concerning these and other risk factors is contained in the documents incorporated by reference.

Forward-looking statements in this prospectus, any accompanying prospectus supplement or the documents incorporated by reference speak only as of the date of this prospectus, the applicable prospectus supplement or the applicable document incorporated by reference (or such earlier date as may be specified in the applicable prospectus supplement or other document), as applicable, are based on assumptions and expectations as of such dates, and involve risks, uncertainties and assumptions, many of which are beyond our ability to control or predict, including the factors above. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or publicly release the results

 

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of any revision to these forward-looking statements, except as required by law. For more information, see the section entitled “Where You Can Find More Information.” The results presented for any period may not be reflective of results for any subsequent period.

You should carefully read and consider the cautionary statements contained or referred to in this section in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf, and all future written and oral forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statements.

 

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RISK FACTORS

An investment in our securities involves risks. You should carefully consider the risks described in the sections entitled “Risk Factors” in any prospectus supplement and those set forth in documents incorporated by reference in this prospectus and any applicable prospectus supplement, as well as other information in this prospectus and any applicable prospectus supplement, before purchasing any of our securities. Each of the risks described in these sections and documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a loss of your investment. Additional risks and uncertainties not known to us or that we deem immaterial may also impair our business, financial condition, results of operations and prospects.

 

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USE OF PROCEEDS

Unless otherwise indicated in the applicable prospectus supplement, we expect to use the net proceeds from the sale of the securities by us described in this prospectus for general corporate purposes, which could include working capital, capital expenditures, the repayment or refinancing, in whole or in part, of debt, acquisition of additional spectrum, asset or business acquisitions, repurchase, redemption or retirement of securities, corporate development opportunities and future technology initiatives. Unless otherwise set forth in a prospectus supplement, we will not receive any proceeds from the sale of securities by any selling securityholders.

 

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DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES

We may issue debt securities and guarantees of debt securities. We will set forth in the accompanying prospectus supplement a description of the debt securities and guarantees of debt securities that may be offered under this prospectus. The applicable prospectus supplement and other offering material relating to such offering will describe the specific terms relating to the series of debt securities and guarantees being offered, including a description of the material terms of the indenture (and any supplemental indentures) governing such series. These terms may include the following:

 

  •  

the title of the series of the offered debt securities;

 

  •  

the price or prices at which the offered debt securities will be issued;

 

  •  

any limit on the aggregate principal amount of the offered debt securities;

 

  •  

the date or dates on which the principal of the offered debt securities will be payable;

 

  •  

the rate or rates (which may be fixed or variable) per year at which the offered debt securities will bear interest, if any, or the method of determining the rate or rates and the date or dates from which interest, if any, will accrue;

 

  •  

if the amount of principal, premium or interest with respect to the offered debt securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which these amounts will be determined;

 

  •  

the date or dates on which interest, if any, on the offered debt securities will be payable and the regular record dates for the payment thereof;

 

  •  

the place or places, if any, in addition to or instead of the corporate trust office of the trustee, where the principal, premium and interest with respect to the offered debt securities will be payable;

 

  •  

the period or periods, if any, within which, the price or prices of which, and the terms and conditions upon which the offered debt securities may be redeemed, in whole or in part, pursuant to optional redemption provisions;

 

  •  

the terms on which we would be required to redeem or purchase the offered debt securities pursuant to any sinking fund or similar provision, and the period or periods within which, the price or prices at which and the terms and conditions on which the offered debt securities will be so redeemed and purchased in whole or in part;

 

  •  

the denominations in which the offered debt securities will be issued, if other than denominations of $2,000 and integral multiples of $1,000;

 

  •  

the form of the offered debt securities and whether the offered debt securities are to be issued in whole or in part in the form of one or more global securities and, if so, the identity of the depositary for the global security or securities;

 

  •  

the portion of the principal amount of the offered debt securities that is payable on the declaration of acceleration of the maturity, if other than their principal amount;

 

  •  

if other than U.S. dollars, the currency or currencies in which the offered debt securities will be denominated and payable, and the holders’ rights, if any, to elect payment in a foreign currency or a foreign currency unit other than that in which the offered debt securities are otherwise payable;

 

  •  

whether the offered debt securities will be issued with guarantees and, if so, the terms of any guarantee of the payment of principal and interest with respect to the offered debt securities;

 

  •  

any addition to, or modification or deletion of, any event of default or any covenant specified in the indenture;

 

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  •  

whether the offered debt securities will be convertible or exchangeable into other securities, and if so, the terms and conditions upon which the offered debt securities will be convertible or exchangeable;

 

  •  

whether the offered debt securities will be senior or subordinated debt securities;

 

  •  

any trustees, authenticating or paying agents, transfer agents or registrars or other agents with respect to the offered debt securities; and

 

  •  

any other specific terms of the offered debt securities.

 

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DESCRIPTION OF CAPITAL STOCK

The following summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Company’s Certificate of Incorporation, the Company’s Seventh Amended and Restated Bylaws (“Bylaws”), the Second Amended and Restated Stockholders’ Agreement, dated as of June 22, 2020 (the “Stockholders’ Agreement”), by and among the Company, Deutsche Telekom and SoftBank, the Proxy, Lock-up and ROFR Agreement, dated as of April 1, 2020, by and between Deutsche Telekom and SoftBank (the “SoftBank Proxy Agreement”) and the Proxy, Lock-up and ROFR Agreement, dated as of June 22, 2020, (the “Claure Proxy Agreement” and together with the SoftBank Proxy Agreement, the “Proxy Agreements”), by and among Deutsche Telekom, Claure Mobile LLC (“CM LLC”), and Marcelo Claure, each of which are exhibits to our Annual Report on Form 10- K, and applicable provisions of the General Corporation Law of the State of Delaware.

General

Pursuant to our Certificate of Incorporation, the total number of shares of capital stock that the Company is authorized to issue is two billion one hundred million (2,100,000,000), comprising two billion (2,000,000,000) shares of common stock with a par value of $0.00001 per share and one hundred million (100,000,000) shares of preferred stock with a par value of $0.00001 per share. The rights and privileges of holders of common stock are subject to the rights and privileges of the holders of any series of preferred stock that we may issue in the future.

Common Stock

Voting Rights

Holders of our common stock have the right to vote on every matter submitted to a vote of our stockholders other than any matter on which only the holders of preferred stock are entitled to vote separately as a class. There are no cumulative voting rights. Accordingly, holders of a majority of shares entitled to vote in an election of directors are able to elect all of the directors standing for election.

Classification of the Board of Directors

All of the directors of the Company shall be of one class and shall be elected annually. Each director shall hold office until the next annual meeting of stockholders and shall serve until his successor shall have been duly elected and qualified or until his earlier death, resignation, retirement, disqualification or removal.

Dividend, Liquidation and Other Rights

Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends (including holders of preferred stock), the holders of common stock will share equally on a per share basis any dividends when, as and if declared by our board of directors out of funds legally available for that purpose. If we are liquidated, dissolved or wound up, the holders of our common stock will, after satisfaction of all of our liabilities and subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to distributions in the event of liquidation, dissolution or winding up (including holders of preferred stock), be entitled to a ratable share of any distribution to stockholders. Our common stock carries no preemptive or other subscription rights to purchase shares of our common stock and is not convertible, assessable or entitled to the benefits of any sinking fund.

Redemption Provisions

Pursuant to our Certificate of Incorporation, if a holder of our common stock acquires additional shares of our common stock or otherwise is attributed with ownership of such shares that would cause us to violate

 

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specified Federal Communications Commission (“FCC”) rules or regulations, we may, at the option of our board of directors, redeem from the holder or holders causing the violation of the FCC’s rules shares of our common stock sufficient to eliminate the violation.

The redemption price will be a price mutually determined by us and such stockholders, but if no agreement can be reached, the redemption price will be either:

 

  •  

75% of the fair market value of our common stock being redeemed, if the holder caused the FCC violation; or

 

  •  

100% of the fair market value of our common stock being redeemed, if the FCC violation was not caused by the holder.

The foregoing redemption rights do not apply to any shares of our common stock or preferred stock beneficially owned by Deutsche Telekom or SoftBank. If any waivers or approvals are required from the FCC in order for Deutsche Telekom to acquire or hold any shares of our common stock or preferred stock, Deutsche Telekom is required by the Certificate of Incorporation to cooperate to secure such waivers or approvals and abide by any conditions related to such waivers or approvals. If any waivers or approvals are required from the FCC in order for SoftBank to acquire or hold any shares of our common stock or preferred stock, SoftBank are required by the Certificate of Incorporation to cooperate to secure such waivers or approvals and abide by any conditions related to such waivers or approvals.

Preferred Stock

Subject to the provisions of our Certificate of Incorporation and the limitations prescribed by law, our Certificate of Incorporation authorizes our board of directors to issue up to 100,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, dividend rates, conversion rates, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of the series, which may be superior to those of our common stock, without further vote or action by the stockholders. We currently have no shares of preferred stock outstanding.

One of the effects of undesignated preferred stock may be to enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and as a result, protect the continuity of our management. The issuance of shares of preferred stock under our board of directors’ authority described above may adversely affect the rights of the holders of our common stock. For example, preferred stock issued by us may rank prior to our common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of our common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for our common stock or may otherwise adversely affect the market price of our common stock.

Anti-takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

Delaware law

The Company is subject to Section 203 of the General Corporation Law of the State of Delaware (“Section 203”), which generally provides that an “interested stockholder” cannot engage in a “business combination” (as those terms are defined in Section 203) with the Company for a period of three years after the stockholder became an “interested stockholder,” unless:

 

  •  

before such time the board of directors of the corporation approved either the business combination or the transaction in which the person became an interested stockholder;

 

  •  

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the

 

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time the transaction commenced, excluding shares owned by persons who are directors and also officers of the corporation and by certain employee stock plans; or

 

  •  

at or after such time the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the corporation that is not owned by the interested stockholder.

A “business combination” generally includes mergers, asset sales and similar transactions between the corporation and the interested stockholder, and other transactions resulting in a financial benefit to the stockholder.

An “interested stockholder” is a person:

 

  •  

who, together with affiliates and associates, owns 15% or more of the corporation’s outstanding voting stock; or

 

  •  

who is an affiliate or associate of the corporation and, together with his or her affiliates and associates, has owned 15% or more of the corporation’s outstanding voting stock within three years.

The provisions of Delaware law described above along with our Certificate of Incorporation would make more difficult or discourage a proxy contest or acquisition of control by a holder of a substantial block of our common stock or the removal of the incumbent board of directors. Such provisions could also have the effect of discouraging an outsider from making a tender offer or otherwise attempting to obtain control of our Company, even though such an attempt might be beneficial to us and our stockholders.

Certain Other Provisions of Our Certificate of Incorporation and Bylaws

The following provisions of our Certificate of Incorporation and Bylaws could be deemed to have an anti-takeover effect and could delay, defer or prevent a takeover attempt that a stockholder might consider to be in the stockholders’ best interests.

 

  •  

Advance notice of director nominations and matters to be acted upon at meetings. Our Bylaws contain advance notice requirements for nominations by stockholders for the election of directors to serve on our board of directors and for proposing other items of business that can be acted upon by stockholders at stockholder meetings.

 

  •  

Amendment to Bylaws. Our Certificate of Incorporation provides that our Bylaws may be amended upon the affirmative vote of the holders of shares having a majority of the aggregate voting power of all outstanding shares of our capital stock then entitled to vote on amendments to our Bylaws. Our Certificate of Incorporation also provides that our board of directors is authorized to make, alter or repeal our Bylaws without further stockholder approval.

 

  •  

Special meeting of stockholders. Our Certificate of Incorporation provides that a special meeting of our stockholders (i) may be called by the chairperson of our board of directors or our chief executive officer and (ii) must be called by our secretary at the request of (a) a majority of our board of directors or (b) as long as Deutsche Telekom beneficially owns 25% or more of the outstanding shares of our common stock, the holders of not less than 33-1⁄3% of the voting power of all of the outstanding voting stock of our Company entitled to vote generally for the election of directors.

 

  •  

Stockholder Action by Written Consent. Our Certificate of Incorporation provides that as long as Deutsche Telekom beneficially owns 25% or more of the outstanding common stock and any other securities of the Company that are entitled to vote in the election of directors (collectively, “T-Mobile Voting Securities”), stockholders may act by written consent in lieu of a meeting.

 

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  •  

Board representation. Our Certificate of Incorporation incorporates provisions of the Stockholders’ Agreement providing Deutsche Telekom with certain rights to designate a number of designees to our board of directors as described below under “Stockholders’ Agreement.”

 

  •  

Special consent rights. Our Certificate of Incorporation provides Deutsche Telekom with the same consent rights as are set forth in the Stockholders’ Agreement with respect to our ability to take certain actions as described below under “Stockholders’ Agreement”.

 

  •  

Authorized but unissued shares. The authorized but unissued shares of our common stock and preferred stock are available for future issuance without stockholder approval. These additional shares may be used for a variety of corporate purposes, such as for additional public offerings, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of our Company by means of a proxy contest, tender offer, merger or otherwise.

 

  •  

Cumulative voting. Our Certificate of Incorporation does not permit cumulative voting in the election of directors. Instead, any election of directors will be decided by a plurality of the votes cast (in person or by proxy) by holders of our stock entitled to vote thereon.

Stockholders’ Agreement

Pursuant to the Stockholders’ Agreement, Deutsche Telekom has certain rights to designate individuals to be nominees for election to our board of directors and certain committees thereof. Pursuant to the Stockholders’ Agreement, at all times when Deutsche Telekom, SoftBank and Marcelo Claure beneficially own at least 50% of the outstanding T-Mobile Voting Securities in the aggregate and any such T-Mobile Voting Security continues to be subject to a voting proxy under either of the Proxy Agreements, (i) our board of directors will consist of a total of 14 directors (except in cases of resignations, retirements, deaths or removals, pending any new appointments), (ii) Deutsche Telekom has the right to designate a specified number of nominees for election to our board of directors in accordance with the terms of the Stockholders’ Agreement, subject to certain requirements, including requirements with respect to the “independence” of certain nominees under applicable stock exchange listing standards and rules of the SEC, (iii) the chairperson of our board of directors will be a Deutsche Telekom designee and (iv) our board of directors will have certain committees, which committees will be comprised in the manner specified in the Stockholders’ Agreement. The Stockholders’ Agreement further provides that at all times when Deutsche Telekom, SoftBank and Marcelo Claure beneficially own less than 50% of the outstanding T-Mobile Voting Securities in the aggregate or no T-Mobile Voting Security continues to be subject to a voting proxy under either of the Proxy Agreements, then, in each case, (i) Deutsche Telekom has the right to designate a number of nominees for election to our board of directors equal to the percentage of T-Mobile Voting Securities that it beneficially owns (provided that such percentage is 10% or more) multiplied by the number of directors on our board of directors, rounded to the nearest whole number greater than zero and (ii) board committees will comprise designees of Deutsche Telekom in percentages determined by the Stockholders’ Agreement, subject to certain exceptions.

As of the date of this prospectus, Deutsche Telekom has the right to designate ten individuals to be nominees for election to our board of directors. As of the date of this prospectus, our board of directors consists of a total of 13 directors, including nine directors designated by Deutsche Telekom and G. Michael Sievert, our President and Chief Executive Officer.

In addition, pursuant to the Stockholders’ Agreement, until the DT Specified Actions Termination Date (as described below and defined in the Stockholders’ Agreement), we are restricted from taking certain actions without Deutsche Telekom’s prior written consent, including (a) incurring indebtedness above certain levels based on a specified debt to cash flow ratio, (b) taking any action that would cause a default under any instrument evidencing indebtedness to which Deutsche Telekom or any of its affiliates is a party, (c) acquiring or disposing of assets or entering into mergers or similar acquisitions in excess of $1.0 billion, (d) changing the size of our

 

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board of directors, (e) subject to certain exceptions, issuing equity of 10% or more of the then-outstanding shares of our common stock, or issuing equity to redeem debt held by Deutsche Telekom, (f) repurchasing or redeeming equity securities or making any extraordinary or in-kind dividend other than on a pro rata basis, or (g) making certain changes involving our chief executive officer. The DT Specified Actions Termination Date would occur only after Deutsche Telekom ceases to beneficially own 30% or more of the outstanding T-Mobile Voting Securities (and in certain cases only if Deutsche Telekom does not subsequently re-acquire such beneficial ownership within a specified period). In addition, we have agreed that, without the prior written consent of Deutsche Telekom, we will not amend our Certificate of Incorporation and Bylaws in any manner that could limit, restrict or adversely affect Deutsche Telekom’s rights under the Stockholders’ Agreement for as long as Deutsche Telekom beneficially owns 5% or more of the outstanding T-Mobile Voting Securities.

During the term of the Stockholders’ Agreement, Deutsche Telekom is not permitted to, and is required to cause the Deutsche Telekom designees then serving as directors on our board of directors not to, support, enter into or vote in favor of (a) any transaction in which the aggregate amount involved exceeds, or may be expected to exceed, $120,000 between or involving both (i) the Company and (ii) Deutsche Telekom and its affiliates, unless such transaction is approved unanimously by the audit committee of our board of directors or, for amendments to previously approved transactions, by a majority of the audit committee of our board of directors.

Pursuant to the Stockholders’ Agreement, Deutsche Telekom and its affiliates are generally prohibited from acquiring common stock that would cause their collective beneficial ownership to exceed a certain percentage of the outstanding T-Mobile Voting Securities unless such acquiring stockholder makes an offer to acquire all of the then-remaining outstanding shares of our common stock at the same price and on the same terms and conditions as the proposed acquisition from all other stockholders of the Company, which is either (i) accepted or approved by a majority of the directors on our board of directors, which majority includes a majority of the directors who are not affiliated with Deutsche Telekom or SoftBank under the terms of the Stockholders’ Agreement (the “Required Approval”), or (ii) accepted or approved by holders (other than Deutsche Telekom, SoftBank and their respective affiliates) of a majority of the shares of our common stock (other than shares held by Deutsche Telekom, SoftBank and their respective affiliates). Deutsche Telekom is also prohibited from transferring any shares of our common stock in any transaction that would result in the transferee owning more than 30% of the outstanding shares of our common stock, subject to certain exceptions, unless the transfer is approved by our board of directors (including the Required Approval) or the transferee offers to acquire all of the then outstanding shares of our common stock at the same price and on the same terms and conditions as the proposed transfer.

Subject to specified limitations, Deutsche Telekom has the right to request that we file, from time to time, a registration statement or prospectus supplement to a registration statement for the resale of shares of our common stock and debt securities beneficially owned by Deutsche Telekom. In addition, Deutsche Telekom has piggyback registration rights with respect to any offering that we initiate. Any transferee of Deutsche Telekom who acquires at least 5% of either the registrable equity securities or the registrable debt securities pursuant to a transaction that is not registered under the Securities Act will be entitled to enjoy the same registration rights as Deutsche Telekom, as applicable, as long as the registrable securities held by such transferee may not be sold or disposed of pursuant to Rule 144 under the Securities Act without volume limitations.

The Stockholders’ Agreement sets forth certain additional rights and obligations of Deutsche Telekom, including information rights and non-competition restrictions.

The foregoing summary of the Amended and Restated Stockholders’ Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Amended and Restated Stockholders’ Agreement, which is included as Exhibit 4.2 hereto.

Proxy Agreements

The SoftBank Proxy Agreement establishes between Deutsche Telekom and SoftBank certain rights and obligations in respect of the shares of common stock owned by each of Deutsche Telekom, SoftBank and certain

 

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of their respective affiliates to enable Deutsche Telekom to consolidate T-Mobile into Deutsche Telekom’s financial statements. Pursuant to the SoftBank Proxy Agreement, at any meeting of the stockholders of the Company, the shares of common stock beneficially owned by SoftBank will be voted in the manner directed by Deutsche Telekom, which obligation will terminate upon the earliest of: (i) with respect to each such share of common stock, the date on which such share is transferred to a third party in accordance with the terms of the SoftBank Proxy Agreement, subject to certain exceptions, (ii) the date on which Deutsche Telekom owns 55% or more of the outstanding T-Mobile Voting Securities and (iii) the date on which Deutsche Telekom has transferred an aggregate number of shares representing 5% or more of the outstanding common stock as of immediately following the effective time of the merger of a wholly owned subsidiary of T-Mobile with and into Sprint pursuant to the terms of the Business Combination Agreement (the “Effective Time”). The SoftBank Proxy Agreement also contains certain restrictions on the ability of each of SoftBank and Deutsche Telekom to transfer or acquire shares of our common stock, including that each of SoftBank and Deutsche Telekom is not permitted to transfer its shares without the prior written consent of the other stockholder from and after the Effective Time until the fourth anniversary of the Effective Time, subject to certain exceptions, including for transfers of up to 5% of the common stock outstanding as of the Effective Time beginning after the first anniversary of the Effective Time and up to an additional 10% of the common stock outstanding as of the Effective Time beginning after the second anniversary of the Effective Time. Deutsche Telekom and SoftBank have also agreed to further limitations upon the ability of SoftBank to transfer shares of our common stock.

The Claure Proxy Agreement establishes among Deutsche Telekom, CM LLC and Marcelo Claure certain rights and obligations in respect of the shares of common stock owned by CM LLC and certain of its affiliates, including Marcelo Claure, to enable Deutsche Telekom to consolidate T-Mobile into Deutsche Telekom’s financial statements. Pursuant to the Claure Proxy Agreement, at any meeting of the stockholders of the Company, the shares of common stock beneficially owned by CM LLC will be voted in the manner directed by Deutsche Telekom, which obligation will terminate upon the earliest of: (i) with respect to each such share of common stock, the date on which such share is transferred to a third party in accordance with the terms of the Proxy Agreement, subject to certain exceptions, (ii) the date on which Deutsche Telekom owns 55% or more of the outstanding T-Mobile Voting Securities and (iii) the date on which Deutsche Telekom has transferred an aggregate number of shares representing 5% or more of the outstanding common stock as of June 22, 2020. The Claure Proxy Agreement also contains certain restrictions on the ability of CM LLC and other entities related to Mr. Claure to transfer or acquire shares of our common stock, including a prohibition on transfer of shares without the prior written consent of Deutsche Telekom until April 1, 2024, subject to certain exceptions.

As a result of the Proxy Agreements, we are a “controlled company” for purposes of the rules of The NASDAQ Stock Market LLC (“NASDAQ”), which provides us with exemptions from certain corporate governance requirements under NASDAQ rules.

Limitations on Liability and Indemnification of Officers and Directors

Our Certificate of Incorporation and Bylaws:

 

  •  

eliminate the personal liability of directors for monetary damages resulting from breaches of fiduciary duty to the extent permitted by Delaware law, except (i) for any breach of a director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) for willful or negligent payment of unlawful dividends, or (iv) for any transaction from which the director derived an improper personal benefit; and

 

  •  

indemnify directors and officers to the fullest extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary.

We believe that these provisions are necessary to attract and retain qualified directors and officers. We have also entered into separate indemnification agreements with each of our directors and officers under which we have agreed to indemnify, and to advance expenses to, each director and officer to the fullest extent permitted by applicable law with respect to liabilities they may incur in their capacities as directors and officers.

 

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Director Removal

Our Certificate of Incorporation provides that, subject to certain rights of the holders of any preferred stock, any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of all of the outstanding shares of our capital stock entitled to elect such director, voting separately as a class, at a duly organized meeting of stockholders or by written consent.

Governing Law; Forum for Adjudication of Disputes

Our Certificate of Incorporation provides that our Certificate of Incorporation and the internal affairs of our Company shall be governed by and interpreted under the laws of the State of Delaware. In addition, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Company to the Company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware (the “DGCL”), the Certificate of Incorporation or the Company’s Bylaws or (iv) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine. This choice of forum provision does not waive our compliance with our obligations under the federal securities laws and the rules and regulations thereunder. Moreover, the provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act or by the Securities Act.

Corporate Opportunities

Our Certificate of Incorporation provides, as permitted by the DGCL, that our non-employee directors have no obligation to offer us a corporate opportunity to participate in business opportunities presented to them or their respective affiliates even if the opportunity is one that we might reasonably have pursued, unless such corporate opportunity is offered to such director in his or her capacity as a director of our Company. Stockholders will be deemed to have notice of and consented to this provision of our Certificate of Incorporation.

Listing of Common Stock

Our common stock is listed on the NASDAQ Global Select Market under the symbol “TMUS.”

Transfer Agent and Registrar

Our transfer agent and registrar is American Stock Transfer & Trust Company, LLC.

 

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DESCRIPTION OF OTHER SECURITIES

We will set forth in the applicable prospectus supplement a description of any depositary shares, warrants, rights, purchase contracts or units that may be offered pursuant to this prospectus.

 

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SELLING SECURITYHOLDERS

Selling securityholders may from time to time offer and sell our securities pursuant to this prospectus and any applicable prospectus supplement. Selling securityholders are persons or entities that, directly or indirectly, have acquired or from time to time acquire, our securities. Such selling securityholders may be parties to registration rights agreements with us, or we otherwise may have agreed or agree to register their securities for resale.

The applicable prospectus supplement will set forth the name of each of the selling securityholders and the number of securities beneficially owned by such selling securityholders that are covered by such prospectus supplement.

 

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PLAN OF DISTRIBUTION

We or selling securityholders may sell the securities being offered hereby:

 

  •  

directly to purchasers;

 

  •  

through agents;

 

  •  

through dealers;

 

  •  

through underwriters;

 

  •  

through a combination of any of the above methods of sale; or

 

  •  

through any other methods described in a prospectus supplement.

We will identify the specific plan of distribution, including any direct purchasers, agents, dealers, underwriters and, if applicable, their compensation, the purchase price, the net proceeds to us, the public offering price, and any discounts or concessions allowed or reallowed or paid to dealers, in a prospectus supplement.

The distribution of securities may be effected, from time to time, in one or more transactions, including block transactions and transactions on the NASDAQ Global Select Market or any other organized market where the securities may be traded. The securities may be sold at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing market prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions to be received from us or from the purchasers of the securities.

Offers to purchase the securities may be solicited directly by us or any selling securityholder or by agents designated by us or any selling securityholder from time to time. We will, in the prospectus supplement relating to an offering, name any agent that could be viewed as an underwriter under the Securities Act and describe any commissions we or any selling securityholder must pay. Any such agent will be acting on a best efforts basis for the period of its appointment or, if indicated in the applicable prospectus supplement, on a firm commitment basis.

If a dealer is utilized in the sale of the securities in respect of which this prospectus is delivered, we and any selling securityholder will sell the securities to the dealer, as principal. The dealer, which may be deemed to be an underwriter as that term is defined in the Securities Act, may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. Dealer trading may take place in certain of the securities, including securities not listed on any securities exchange.

If an underwriter or underwriters are utilized in the sale, we and any selling securityholder will execute an underwriting agreement with the underwriters at the time of sale to them and the names of the underwriters will be set forth in the applicable prospectus supplement, which will be used by the underwriters to make resales of the securities in respect of which this prospectus is delivered to the public. The obligations of underwriters to purchase securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all of the securities of a series if any are purchased.

We or a selling securityholder may directly solicit offers to purchase the securities and we or a selling securityholder may make sales of securities directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. To the extent required, the prospectus supplement will describe the terms of any such sales, including the terms of any bidding or auction process, if used.

Underwriters, dealers, agents and other persons may be entitled, under agreements that may be entered into with us, to indemnification against certain civil liabilities, including liabilities under the Securities Act, or to

 

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contribution with respect to payments that they may be required to make in respect thereof. Underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.

Any person participating in the distribution of common stock registered under the registration statement that includes this prospectus will be subject to the applicable provisions of the Exchange Act, and the rules and regulations under the Exchange Act, including, without limitation, Regulation M, which may limit the timing of purchases and sales of our common stock by any such person. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of shares of common stock to engage in market-making activities with respect to the particular shares of common stock being distributed. All of the above may affect the marketability of the common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

In order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may overallot in connection with the offering, creating a short position for their own accounts. In addition, to cover overallotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time.

 

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LEGAL MATTERS

Unless otherwise specified in connection with the particular offering of any securities, the validity of the securities offered by this prospectus will be passed upon for us by Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York and certain matters pertaining to the laws of Georgia, Kansas and Nevada will be passed upon for us by Polsinelli PC, Kansas City, Missouri.

EXPERTS

The financial statements of T-Mobile US, Inc. as of and for the year ended December 31, 2022, incorporated by reference in this prospectus by reference to T-Mobile US, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, and the effectiveness of T-Mobile US, Inc.’s internal control over financial reporting, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

The financial statements as of December 31, 2021 and for the each of the two years in the period ended December 31, 2021 incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SEC’s web site at www.sec.gov. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Our filings with the SEC are also available on our website at www.t-mobile.com. The information on our website is not incorporated by reference in this prospectus or any prospectus supplement and you should not consider it a part of this prospectus or any accompanying prospectus supplement (except for our SEC reports expressly incorporated by reference herein or therein).

 

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INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and any accompanying prospectus supplement. We incorporate by reference the documents listed below and all documents we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering under this prospectus and any prospectus supplement (other than information deemed furnished and not filed in accordance with SEC rules, including pursuant to Items 2.02 and 7.01 of Form 8-K or corresponding information furnished under Item 9.01 or included in a furnished exhibit, except as stated specifically below):

 

  •  

the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February  14, 2023, including those portions of the Company’s Proxy Statement on Schedule 14A filed with the SEC on April 28, 2023 that are incorporated by reference in such Annual Report;

 

  •  

the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the SEC on April 27, 2023;

 

  •  

the Company’s Current Reports on Form 8-K filed with the SEC on January  19, 2023, February  3, 2023, February  9, 2023, February  13, 2023, March  10, 2023, March  20, 2023 and May 1, 2023; and

 

  •  

the description of the Company’s common stock contained in the Registration Statement on Form 8-A filed with the SEC on October 26, 2015, including any amendments or reports filed for the purpose of updating such description.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in any subsequently filed document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference in that filing) at no cost, by writing to or telephoning us at the following address:

Broady Hodder

Senior Vice President, Legal Affairs, Corporate Governance and Strategic Transactions & Secretary

T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

(425) 383-4000

 

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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

 

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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 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

 

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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.

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.

 

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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.
    2.1    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).
    2.2    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).
    2.3    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).
    2.4    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).
    2.5    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).
    2.6    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).
    2.7    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).
    2.8**    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).
    4.1    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).
    4.2    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).
    4.3    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).

 

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Exhibit
No.		   

Document

    4.4    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).
    4.5    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).
    4.6    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).
    4.7    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.
    5.1†    Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.
    5.2†    Opinion of Polsinelli PC.
  22.1†    List of Guarantor Subsidiaries.
  23.1†    Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
  23.2†    Consent of Polsinelli PC (included in Exhibit 5.2).
  23.3†    Consent of Deloitte & Touche LLP.
  23.4†    Consent of PricewaterhouseCoopers LLP.
  24.1†    Powers of Attorney (included on the signature pages hereof).
  25.1†    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.
107.1†    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.

†

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.

 

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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 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

 

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  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;

 

  (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-7

Table of Contents

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 May 1, 2023.

 

T-MOBILE US, INC.
By:   /s/ Peter Osvaldik
  Name:  Peter Osvaldik
 

Title:    Executive Vice President and Chief

             Financial Officer

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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/ G. Michael Sievert

G. Michael Sievert

    President and Chief Executive Officer (Principal Executive Officer) and Director   May 1, 2023

/s/ Peter Osvaldik

Peter Osvaldik

    Executive Vice President and Chief Financial Officer (Principal Financial Officer)   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

/s/ Timotheus Höttges

Timotheus Höttges

    Chairman of the Board of Directors   May 1, 2023

/s/ Marcelo Claure

Marcelo Claure

    Director   May 1, 2023

/s/ Srikant M. Datar

Srikant M. Datar

    Director   May 1, 2023

/s/ Srinivasan Gopalan

Srinivasan Gopalan

    Director   May 1, 2023

Table of Contents

Name

   

Title

  

Date

/s/ Bavan Holloway

Bavan Holloway

    Director   May 1, 2023

/s/ Christian P. Illek

Christian P. Illek

    Director   May 1, 2023

/s/ Raphael Kübler

Raphael Kübler

    Director   May 1, 2023

/s/ Thorsten Langheim

Thorsten Langheim

    Director   May 1, 2023

/s/ Dominique Leroy

Dominique Leroy

    Director   May 1, 2023

/s/ Letitia A. Long

Letitia A. Long

    Director   May 1, 2023

/s/ Teresa A. Taylor

Teresa A. Taylor

    Director   May 1, 2023

/s/ Kelvin R. Westbrook

Kelvin R. Westbrook

    Director   May 1, 2023

Table of Contents

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 May 1, 2023.

 

T-MOBILE USA, INC.
By:   /s/ Peter Osvaldik
  Name: Peter Osvaldik
  Title:   Executive Vice President and Chief            Financial Officer

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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/ G. Michael Sievert

G. Michael Sievert

    President and Chief Executive Officer (Principal Executive Officer)   May 1, 2023

/s/ Peter Osvaldik

Peter Osvaldik

    Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Director   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

/s/ Christopher M. Miller

Christopher M. Miller

    Director   May 1, 2023

Table of Contents

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 May 1, 2023.

 

ASSURANCE WIRELESS OF SOUTH CAROLINA, LLC
By:   /s/ Peter Osvaldik
  Name: Peter Osvaldik
  Title:   President

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

/s/ Peter Osvaldik

Peter Osvaldik

    President of Assurance Wireless USA, L.P., the Registrant’s Member   May 1, 2023

Table of Contents

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 May 1, 2023.

 

ATI SUB, LLC
CLEARWIRE LEGACY LLC
By:   /s/ Peter Osvaldik
 

Name: Peter Osvaldik

Title:   President

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

/s/ Peter Osvaldik

Peter Osvaldik

    President of Clearwire Communications LLC, the Registrant’s Member   May 1, 2023

Table of Contents

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 May 1, 2023.

 

CLEARWIRE SPECTRUM HOLDINGS LLC CLEARWIRE SPECTRUM HOLDINGS II LLC FIXED WIRELESS HOLDINGS, LLC
By:   /s/ Peter Osvaldik
 

Name: Peter Osvaldik

Title:   President

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

/s/ Peter Osvaldik

Peter Osvaldik

    President of Clearwire Legacy LLC, the Registrant’s Member   May 1, 2023

Table of Contents

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 May 1, 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

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer) and Manager   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

Table of Contents

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 May 1, 2023.

 

CLEARWIRE SPECTRUM HOLDINGS III LLC
By:   /s/ Peter Osvaldik
 

Name: Peter Osvaldik

Title:   President

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

/s/ Peter Osvaldik

Peter Osvaldik

    President of Nextel West Corp., the Registrant’s Member   May 1, 2023

Table of Contents

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 May 1, 2023.

 

NEXTEL SOUTH CORP.

NEXTEL WEST CORP.

SPRINT CAPITAL CORPORATION

By:   /s/ Peter Osvaldik
 

Name: Peter Osvaldik

Title:   President

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer) and Director   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

/s/ Christopher M. Miller

Christopher M. Miller

    Director   May 1, 2023

Table of Contents

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 May 1, 2023.

 

T-MOBILE FINANCIAL LLC
T-MOBILE LEASING LLC
By:   /s/ Peter Osvaldik
  Name: Peter Osvaldik
  Title:   President and Treasurer

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President and Treasurer (Principal Executive Officer and Principal Financial Officer) and Manager   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Controller (Principal Accounting Officer)   May 1, 2023

/s/ Christopher M. Miller

Christopher M. Miller

    Manager   May 1, 2023

Table of Contents

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 May 1, 2023.

 

CLEARWIRE COMMUNICATIONS LLC
By:   /s/ Peter Osvaldik
  Name: Peter Osvaldik
  Title:   President

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

/s/ Peter Osvaldik

Peter Osvaldik

    President of Sprint Communications LLC, the Registrant’s Member   May 1, 2023

Table of Contents

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 May 1, 2023.

 

SPRINTCOM LLC
SPRINT SPECTRUM LLC
By:   /s/ Peter Osvaldik
  Name: Peter Osvaldik
  Title:   President and Treasurer

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President and Treasurer (Principal Executive Officer and Principal Financial Officer) and Manager   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Controller (Principal Accounting Officer)   May 1, 2023

Table of Contents

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 May 1, 2023.

 

SPRINT PCS ASSETS, L.L.C.
By:   /s/ Peter Osvaldik
  Name: Peter Osvaldik
  Title:   President

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

/s/ Peter Osvaldik

Peter Osvaldik

    President and Treasurer of Sprint Spectrum LLC, the Registrant’s Member   May 1, 2023

Table of Contents

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 May 1, 2023.

 

CLEAR WIRELESS LLC

NEXTEL RETAIL STORES, LLC

NEXTEL SYSTEMS, LLC

VMU GP, LLC

By:  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:   President

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

/s/ Peter Osvaldik

Peter Osvaldik

    President and Treasurer of
SprintCom LLC, the Registrant’s Member		   May 1, 2023

Table of Contents

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 May 1, 2023.

 

ASSURANCE WIRELESS USA, L.P.
By:  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:   President

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

/s/ Peter Osvaldik

Peter Osvaldik

    President of VMU GP, LLC, the Registrant’s General Partner   May 1, 2023

Table of Contents

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 May 1, 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

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer) and Manager   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

/s/ Christopher M. Miller

Christopher M. Miller

    Manager   May 1, 2023

Table of Contents

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 May 1, 2023.

 

PRWIRELESS PR, LLC

T-MOBILE CENTRAL LLC

By:   /s/ Peter Osvaldik
 

Name: Peter Osvaldik

  Title:   President

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

/s/ Peter Osvaldik

Peter Osvaldik

    Executive Vice President and Chief Financial Officer of T-Mobile USA, Inc., the Registrant’s Member   May 1, 2023

Table of Contents

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 May 1, 2023.

 

SPRINT LLC
By:   /s/ Peter Osvaldik
 

Name:  Peter Osvaldik

 

Title:   Executive Vice President and Chief Financial Officer

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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/ G. Michael Sievert

G. Michael Sievert

    President and Chief Executive Officer (Principal Executive Officer)   May 1, 2023

/s/ Peter Osvaldik

Peter Osvaldik

    Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Manager   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

Table of Contents

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 May 1, 2023.

 

AMERICAN TELECASTING OF SEATTLE, LLC

SPRINT SPECTRUM REALTY COMPANY, LLC

TDI ACQUISITION SUB, LLC

By:   /s/ Peter Osvaldik
 

Name: Peter Osvaldik

  Title:   President

Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   May 1, 2023

/s/ Dara Bazzano

Dara Bazzano

    Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   May 1, 2023

/s/ Peter Osvaldik

Peter Osvaldik

    President of T-Mobile License LLC, the Registrant’s Member   May 1, 2023
 EX-5.1 2 d482993dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

 

Fried, Frank, Harris, Shriver & Jacobson LLP

   LOGO

May 1, 2023

T-Mobile US, Inc.

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, WA 98006

Ladies and Gentlemen:

We are acting as counsel to T-Mobile USA, Inc., a Delaware corporation (the “Company”), T-Mobile US, Inc., a Delaware corporation and the direct parent of the Company (“Parent”), the subsidiaries of the Company listed on Schedule I hereto (collectively with Parent, the “DE Guarantors”) and the subsidiaries of the Company listed on Schedule II hereto (the “Non-DE Guarantors” and, collectively with the DE Guarantors, the “Guarantors”), in connection with the Registration Statement on Form S-3, as it may be amended from time to time (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the contemplated issuance from time to time, as set forth in the prospectus contained in the Registration Statement (the “Prospectus”) and as may be set forth in one or more supplements to the Prospectus (each, a “Prospectus Supplement”), of (i) shares of Parent’s common stock, par value $0.00001 per share (the “Common Stock”), (ii) shares of Parent’s preferred stock, par value $0.00001 per share (the “Preferred Stock”), (iii) one or more series of debt securities (the “Debt Securities”) which may be issued by the Company and (iv) guarantees by one or more of the Guarantors of the Debt Securities (the “Debt Securities Guarantees”) (v) depositary shares, each representing a fraction of a share of a particular series of Preferred Stock (the “Depositary Shares”), (vi) warrants representing rights to purchase Common Stock, Preferred Stock or Depositary Shares (the “Warrants”), (vii) subscription rights (the “Rights”) entitling the holders thereof to purchase Common Stock, Preferred Stock or Depositary Shares, (viii) purchase contracts for the purchase of Securities (as defined below) (the “Purchase Contracts”) and (ix) units consisting of any combination of the Securities (the “Units”). The Common Stock, Preferred Stock, Debt Securities, Debt Securities Guarantees, Depositary Shares, Warrants, Rights, Purchase Contracts and Units are collectively referred to herein as the “Securities.” With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

One New York Plaza, New York, New York 10004—1980

T: +1.212.859.8000 friedfrank.com

 

Fried, Frank, Harris, Shriver & Jacobson LLP

 

  

May 1, 2023

Page 2

 

The Debt Securities and Debt Securities Guarantees may be issued from time to time pursuant to one or more supplemental indentures to the Indenture, dated as of September 15, 2022 (as supplemented to the date hereof, the “Indenture”), among the Company, Parent and Deutsche Bank Trust Company Americas, as trustee (any such supplemental indenture, a “Supplemental Indenture” and, collectively, the “Supplemental Indentures”). The Depositary Shares may be issued under one or more deposit agreements (each, a “Deposit Agreement”) by and between Parent and a financial institution identified therein as the depositary (each, a “Depositary”). The Depositary may issue receipts (“Depositary Receipts”) for Depositary Shares, each of which will represent a fractional share or multiple shares of Preferred Stock represented by Depositary Shares. The Warrants may be issued under one or more warrant agreements (each, a “Warrant Agreement”) by and between Parent and a financial institution identified therein as the warrant agent (each, a “Warrant Agent”). The Rights may be issued under one or more rights agreements (each, a “Rights Agreement”) and may be evidenced by subscription rights certificates (collectively, the “Rights Certificates”). The Purchase Contracts may be issued under one or more stock purchase agreements (each, a “Purchase Contract Agreement”) by and between Parent and a financial institution identified therein as the purchase contract agent. The Units may be issued under one or more securities purchase unit agreements (each, a “Unit Agreement”) by and between Parent and a financial institution identified therein as the unit agent. The Indenture, the Supplemental Indentures, any certificates evidencing Debt Securities and any notations of guarantee with respect to Debt Securities Guarantees, the Deposit Agreements, the Depositary Receipts, the Warrant Agreements, the Rights Agreements, the Rights Certificates, the Purchase Contract Agreements, the Unit Agreements, and any other documents contemplated thereby or hereby are collectively referred to herein as the “Documents.”

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed, electronic or reproduction copies of such agreements, instruments, documents and records of the Company and the Guarantors, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company, the Guarantors and others, in each case as we have deemed necessary or appropriate for the purposes of this opinion.

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as certified, conformed, electronic or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, the statements, representations and warranties contained in the Documents, certificates and oral or written statements and other information of or from public officials, officers or other appropriate representatives of the Company, the Guarantors and others and assume compliance on the part of all parties to the Documents with their respective covenants and agreements contained therein.

Fried, Frank, Harris, Shriver & Jacobson LLP

 

  

May 1, 2023

Page 3

 

With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

To the extent it may be relevant to the opinions expressed herein, we have assumed that (i) all of the parties to the Documents (other than the Company and the DE Guarantors) are validly existing and in good standing under the laws of their respective jurisdictions of organization; (ii) Parent will have sufficient authorized but unissued and unreserved shares of Common Stock and Preferred Stock on the date of any issuance of shares thereof registered pursuant to the Registration Statement; (iii) the parties to the Documents (other than the Company and the DE Guarantors) have the power and authority to (a) execute and deliver the Documents, (b) perform their obligations thereunder and (c) consummate the transactions contemplated thereby; (iv) each of the Documents has been duly authorized, executed and delivered by each of the parties thereto (other than the Company and the DE Guarantors); (v) each of the Documents constitutes a valid and binding obligation of all of the parties thereto (other than the Company and the Guarantors), enforceable against such parties in accordance with their respective terms and (vi) all of the parties to the Documents will comply with all of their obligations under the Documents and all laws applicable thereto.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

 

  1.

When (i) the Registration Statement and any amendments thereto (including any post-effective amendments) have become effective under the Securities Act, (ii) the terms of the issuance and sale of such shares of Common Stock by Parent (including any Common Stock duly issued upon the exercise of any Warrants exercisable for Common Stock or upon exchange or conversion of any shares of Preferred Stock that are exchangeable or convertible into Common Stock) registered pursuant to the Registration Statement have been duly approved by the Board of Directors of Parent or an authorized committee thereof (the “Parent Board”) in conformity with the Fifth Amended and Restated Certificate of Incorporation of Parent (the “Parent Certificate of Incorporation”) and the Seventh Amended and Restated Bylaws of Parent (the “Parent Bylaws”) and all other necessary corporate action on the part of Parent has been taken in connection therewith and in a manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on Parent and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over Parent and (iii) such shares of Common Stock have been issued and delivered against payment therefor in an amount in excess of the par value thereof, in accordance with the terms of the agreement under which they are sold and in the manner contemplated by the Registration Statement together with the applicable Prospectus Supplement, such shares of Common Stock will be validly issued, fully paid and non-assessable.

Fried, Frank, Harris, Shriver & Jacobson LLP

 

  

May 1, 2023

Page 4

 

  2.

When (i) the Registration Statement and any amendments thereto (including any post-effective amendments) have become effective under the Securities Act, (ii) in accordance with Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”) and in conformity with the Parent Certificate of Incorporation and the Parent Bylaws, (a) the Parent Board has fixed the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions, if any, of a series of Preferred Stock (including any Preferred Stock duly issued upon the exercise of any Warrants exercisable for Preferred Stock) registered pursuant to the Registration Statement and adopted a Certificate of Designations with respect thereto in the form required by applicable law and (b) proper and valid filing with the Office of the Secretary of State of the State of Delaware of such Certificate of Designations has been made, (iii) the terms of the issuance and sale of such shares of Preferred Stock have been duly approved by the Parent Board in conformity with the Parent Certificate of Incorporation and the Parent Bylaws and all other necessary corporate action on the part of Parent has been taken in connection therewith and in a manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on Parent and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over Parent and (iv) such shares of Preferred Stock have been issued and delivered against payment therefor in an amount in excess of the par value thereof, in accordance with the terms of the agreement under which they are sold and in the manner contemplated by the Registration Statement together with the applicable Prospectus Supplement, such shares of Preferred Stock will be validly issued, fully paid and non-assessable.

 

  3.

When (i) the Registration Statement and any amendments thereto (including any post-effective amendments) have become effective under the Securities Act, (ii) the terms of the issuance and sale of the Debt Securities registered pursuant to the Registration Statement have been established in accordance with the Indenture and duly approved by the Board of Directors of the Company or an authorized committee thereof in conformity with the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company, and all other necessary corporate action on the part of the Company has been taken in connection therewith and in a manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on the Company, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (iii) any relevant Supplemental Indenture has been duly authorized, executed and delivered by the Company, each Guarantor party thereto and each other party thereto, (iv) such Debt Securities have been duly executed, authenticated and issued in accordance with the Indenture and any applicable Supplemental Indenture and (v) such Debt Securities have been delivered against payment therefor in accordance with the applicable definitive purchase, underwriting or similar agreement, such Debt Securities will constitute valid and binding obligations of the Company.

Fried, Frank, Harris, Shriver & Jacobson LLP

 

  

May 1, 2023

Page 5

 

  4.

When (i) the Registration Statement and any amendments thereto (including any post-effective amendments) have become effective under the Securities Act, (ii) the terms of the issuance and sale of the Debt Securities Guarantees registered pursuant to the Registration Statement have been established in accordance with the Indenture and duly approved by the Member(s), Manager(s), General Partner(s), Board of Directors, other governing body or committee thereof, as applicable, of each Guarantor providing a guarantee thereof, in conformity with such Guarantor’s (x) Certificate of Incorporation, Articles of Incorporation, Certificate of Formation, Articles of Organization, Certificate of Organization or Certificate of Limited Partnership, as applicable and (y) Bylaws, Limited Liability Company Agreement, Limited Partnership Agreement or Member Control Agreement, as applicable (as each may be amended from time to time), and all other necessary corporate, partnership or limited liability company action on the part of such Guarantor has been taken in connection therewith and in a manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on any of the Company or the Guarantors, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over any of the Company or the Guarantors, (iii) any relevant Supplemental Indenture has been duly authorized, executed and delivered by the Company, each Guarantor party thereto and each other party thereto, (iv) such Debt Securities Guarantees have been duly issued in accordance with the Indenture and any applicable Supplemental Indenture, (v) the corresponding Debt Securities have been duly executed, authenticated and issued in accordance with the Indenture and any applicable Supplemental Indenture and (vi) such Debt Securities have been delivered against payment therefor in accordance with the applicable definitive purchase, underwriting or similar agreement, such Debt Securities Guarantees will constitute valid and binding obligations of the Guarantors.

 

  5.

When (i) the Registration Statement and any amendments thereto (including post-effective amendments) have become effective under the Securities Act, (ii) in accordance with Section 151 of the DGCL and in conformity with the Parent Certificate of Incorporation and the Parent Bylaws, (a) the Parent Board has fixed the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions, if any, of the series of Preferred Stock related to the Depositary Shares (including any Depositary Shares duly issued upon the exercise of any Warrants exercisable for Depositary Shares) registered pursuant to the Registration Statement and adopted a Certificate of Designations with respect to such series of Preferred Stock in the form required by applicable law and (b) proper and valid filing with the Office of the Secretary of State of the State of Delaware of such Certificate of Designations has been made, (iii) the terms of the issuance and sale of such Depositary Shares (and the related series of Preferred Stock) have been established in conformity with the applicable Deposit Agreement and duly approved by the Parent Board in

Fried, Frank, Harris, Shriver & Jacobson LLP

 

  

May 1, 2023

Page 6

 

  conformity with the Parent Certificate of Incorporation and the Parent Bylaws and all other necessary corporate action on the part of Parent has been taken in connection therewith and in a manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on Parent and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over Parent, (iv) the applicable Deposit Agreement has been duly authorized, executed and delivered by Parent and the Depositary, (v) shares of the series of Preferred Stock related to such Depositary Shares have been delivered to the Depositary for deposit in accordance with the Deposit Agreement, (vi) the Depositary Receipts evidencing such Depositary Shares have been duly issued against deposit of such shares of Preferred Stock with the Depositary in accordance with the Deposit Agreement and delivered against payment therefor in accordance with the terms of the agreement under which they are sold and in the manner contemplated by the Registration Statement together with the applicable Prospectus Supplement and (vii) Parent has received consideration in excess of the par value of the Preferred Stock related to the Depositary Shares, such Depositary Shares will be validly issued and will entitle the holders thereof to the rights specified in the Depositary Receipts and the Deposit Agreement.

 

  6.

When (i) the Registration Statement and any amendments thereto (including post-effective amendments) have become effective under the Securities Act, (ii) the terms of the issuance and sale of the Warrants registered pursuant to the Registration Statement have been established in conformity with the applicable Warrant Agreement and duly approved by the Parent Board in conformity with the Parent Certificate of Incorporation and the Parent Bylaws and all other necessary corporate action on the part of Parent has been taken in connection therewith and in a manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on Parent and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over Parent, (iii) the applicable Warrant Agreement has been duly authorized, executed and delivered by Parent and each other party thereto, (iv) such Warrants have been duly authenticated by the Warrant Agent and duly executed and delivered by Parent against payment therefor in accordance with the terms of the applicable Warrant Agreement, in accordance with the terms of the agreement under which they are sold and in the manner contemplated by the Registration Statement together with the applicable Prospectus Supplement, (v) the terms of the Securities issuable upon exercise of the Warrants have been duly approved by the Parent Board in conformity with the Parent Certificate of Incorporation and the Parent Bylaws as specified above, as applicable, (vi) the Common Stock and the Preferred Stock issuable upon exercise of the Warrants have been properly reserved for issuance and (vii) upon exercise of such Warrants into shares of Common Stock, Preferred Stock or Depositary Shares, such shares of Common Stock or Preferred Stock have been issued and delivered against payment therefor in an amount in excess of the par value thereof or Parent has received consideration in excess of the par value of the Preferred Stock related to the Depositary Shares, such Warrants will constitute valid and binding obligations of Parent.

Fried, Frank, Harris, Shriver & Jacobson LLP

 

  

May 1, 2023

Page 7

 

  7.

When (i) the Registration Statement and any amendments thereto (including post-effective amendments) have become effective under the Securities Act, (ii) the terms of the Rights registered pursuant to the Registration Statement have been established by the Parent Board in conformity with the Parent Certificate of Incorporation and the Parent Bylaws and all other necessary corporate action on the part of Parent has been taken in connection therewith and in a manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on Parent and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over Parent, (iii) the applicable Rights Agreement to be entered into in connection with the issuance of any Rights Certificates has been duly authorized, executed and delivered by Parent and each other party thereto, (iv) the specific terms of the Rights have been duly authorized and established in accordance with the Rights Agreement; (vi) such Rights have been duly executed (in the case of certificated Rights) and such Rights have been delivered by Parent against payment, if any, therefor in accordance with the terms of the applicable Rights Agreement and the applicable definitive purchase, underwriting or similar agreement, if any, in accordance with the terms of the agreement under which they are sold and in the manner contemplated by the Registration Statement together with the applicable Prospectus Supplement, (v) the terms of the Securities issuable upon exercise of the Rights have been duly approved by the Parent Board in conformity with the Parent Certificate of Incorporation and the Parent Bylaws as specified above, as applicable, (vi) the Common Stock and the Preferred Stock issuable upon exercise of the Rights have been properly reserved for issuance and (vii) upon exercise of such Rights into shares of Common Stock, Preferred Stock or Depositary Shares, such shares of Common Stock or Preferred Stock have been issued and delivered against payment therefor in an amount in excess of the par value thereof or Parent has received consideration in excess of the par value of the Preferred Stock related to the Depositary Shares, such Rights will constitute valid and binding obligations of Parent.

 

  8.

When (i) the Registration Statement and any amendments thereto (including post-effective amendments) have become effective under the Securities Act, (ii) the terms of the issuance and sale of the Purchase Contracts registered pursuant to the Registration Statement have been established in conformity with the applicable Purchase Contract Agreement and duly approved by the Parent Board in conformity with the Parent Certificate of Incorporation and the Parent Bylaws and all other necessary corporate action on the part of Parent has been taken in connection therewith and in a manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on Parent and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over Parent, (iii) the applicable Purchase Contract Agreement has been duly authorized, executed and

Fried, Frank, Harris, Shriver & Jacobson LLP

 

  

May 1, 2023

Page 8

 

  delivered by Parent and each other party thereto, (iv) the terms of any collateral or security arrangements relating to such Purchase Contracts have been established and the agreements thereto have been validly executed and delivered by each of the parties thereto and any collateral has been deposited with the collateral agent, if applicable, in accordance with such arrangements and (v) such Purchase Contracts have been executed (in the case of certificated Purchase Contracts) and delivered against payment therefor in accordance with the Purchase Contract Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement, such Purchase Contracts will constitute valid and binding obligations of Parent.

 

  9.

When (i) the Registration Statement and any amendments thereto (including post-effective amendments) have become effective under the Securities Act, (ii) the terms of the issuance and sale of the Units registered pursuant to the Registration Statement have been established in conformity with the applicable Unit Agreement and duly approved by the Parent Board in conformity with the Parent Certificate of Incorporation and the Parent Bylaws and all other necessary corporate action on the part of Parent has been taken in connection therewith and in a manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on Parent and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over Parent, (iii) the applicable Unit Agreement has been duly authorized, executed and delivered by Parent and each other party thereto and (iv) the Units have been duly executed (in the case of certificated Units) and delivered against payment therefor in accordance with the Unit Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement, such Units will constitute valid and binding obligations of Parent.

The opinions set forth above are subject to the following qualifications:

 

  (A)

We express no opinion as to the validity, binding effect or enforceability of any provision in any Document:

(i) relating to indemnification, contribution or exculpation;

(ii) relating to any purported waiver, release or variation of rights or other agreement to similar effect (collectively, a “Waiver”) by any party under any of the Documents to the extent such a Waiver is limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty or ground for discharge or release of, or defense available to, an obligor generally or as a guarantor or co-obligor or otherwise available as a matter of law (including judicial decisions);

Fried, Frank, Harris, Shriver & Jacobson LLP

 

  

May 1, 2023

Page 9

 

(iii) relating to (a) forum selection or submission to jurisdiction (including any waiver of any objection to venue in any court or that a court is an inconvenient forum) to any court other than a court of the State of New York or to the extent that the validity, binding effect or enforceability of such provision is to be considered by any court other than a court of the State of New York, (b) choice of governing law to the extent that the validity, binding effect or enforceability of such provision is to be considered by any court other than a court of the State of New York or a federal court sitting in the State of New York, in each case, applying the choice of law rules of the State of New York, (c) service of process or (d) waivers of any rights to trial by jury;

(iv) specifying that provisions thereof may be modified or waived only in writing;

(v) purporting to give any person the power to accelerate obligations without notice to the obligor;

(vi) specifying that any person may exercise set-off or similar rights other than in accordance with applicable law;

(vii) relating to payment of late charges, interest (or discount or equivalent amounts), premium, “make-whole” payments, collection costs or fees at a rate or in an amount, after or upon the maturity or acceleration of the liabilities governed or secured thereby or after or during the continuance of any default or other circumstance, or upon prepayment, that a court would determine in the circumstances to be unreasonable, a penalty or a forfeiture; or

(viii) requiring that any unearned portion of any Debt Securities issued at a discount be paid upon acceleration or otherwise earlier than the stated final maturity.

(B) We express no opinion as to the validity, binding effect or enforceability of any provision of any agreement (i) providing for payments thereunder in a currency other than currency of the United States of America to the extent that a court of competent jurisdiction, under applicable law, will convert any judgment rendered in such other currency into currency of the United States of America or to the extent that payment in a currency other than currency of the United States of America is contrary to applicable law, (ii) providing for governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency or (iii) concerning the enforceability of the waiver of rights or defenses contained in the Documents relating to waiver of stay, extension or usury laws.

(C) We express no opinion as to the effect of any law of any jurisdiction other than the State of New York wherein any party to the Documents may be located or wherein enforcement of any Document may be sought that limits the rates of interest legally chargeable or collectible.

(D) We express no opinion as to any agreement, instrument or other document referred to, or incorporated by reference in, any of the Documents, other than the Documents.

Fried, Frank, Harris, Shriver & Jacobson LLP

 

  

May 1, 2023

Page 10

 

(E) Our opinions are subject to:

(i) bankruptcy, insolvency, reorganization, moratorium and other laws (or related judicial doctrines) now or hereafter in effect relating to or affecting creditors’ rights or remedies generally;

(ii) general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies), whether such principles are considered in a proceeding in equity or at law; and

(iii) the application of any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation, or preferential transfer law or any law governing the distribution of assets of any person now or hereafter in effect affecting creditors’ rights and remedies generally.

(F) Provisions in the Indenture or any Supplemental Indenture that provide that the Guarantors’ liability thereunder shall not be affected by actions or failures to act on the part of the holders or the trustee or by modifications or waivers of provisions of the guaranteed obligations, might not be enforceable if such actions, failures to act, modifications or waivers so change the essential nature of the terms and conditions of the guaranteed obligations that, in effect, a new contract has arisen between such recipient and the primary obligor on whose behalf the Debt Securities Guarantee was issued. We have assumed that (i) the obligations of each Guarantor under the Documents are necessary or convenient to the conduct, promotion or attainment of the business of each such Guarantor and (ii) consideration that is sufficient to support the agreements of each Guarantor under the Documents has been received by each such obligor.

The opinions expressed herein are limited to the laws of the State of New York and to the extent relevant, the DGCL, the Limited Liability Company Act of the State of Delaware and the Revised Uniform Limited Partnership Act of the State of Delaware, each as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein. The opinions expressed herein are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This letter is given only as of the time of its delivery, and we undertake no responsibility to update or supplement this letter after its delivery.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to this firm under the captions “Legal Matters” in the Prospectus and “Legal Matters” in any Prospectus Supplement. In giving these consents, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Fried, Frank, Harris, Shriver & Jacobson LLP

 

  

May 1, 2023

Page 11

 

Very truly yours,

/s/ Fried, Frank, Harris, Shriver & Jacobson LLP

FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

Schedule I

Subsidiary DE Guarantors

 

Entity

   

Jurisdiction of Organization

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

 

I-1

Schedule II

Subsidiary Non-DE Guarantors

 

Entity

   

Jurisdiction of Organization

Clear Wireless LLC    Nevada
Clearwire Spectrum Holdings II LLC    Nevada
Clearwire Spectrum Holdings III LLC    Nevada
Clearwire Spectrum Holdings LLC    Nevada
Nextel South Corp.    Georgia
SprintCom LLC    Kansas

 

II-1

EX-5.2 3 d482993dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

 

LOGO

900 West 48th Place, Suite 900, Kansas City, Missouri, 64112 • 816.753.1000

May 1, 2023

Board of Directors

T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special local counsel to those certain subsidiaries of T-Mobile US, Inc., a Delaware corporation (the “Parent”), listed on Schedule A hereto (the “Opinion Guarantors”) in connection with the filing by the Parent, T-Mobile USA, Inc., a Delaware corporation (“T-Mobile”), and certain subsidiaries of T-Mobile (including the Opinion Guarantors) of a registration statement on Form S-3 (as it may be amended from time to time, the “Registration Statement”) with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to, among other things, the proposed public offering of an indeterminate amount of one or more series of the following securities: (i) debt securities of T-Mobile (the “Debt Securities”), which may be issued from time to time pursuant to the Indenture, dated as of September 15, 2022 by and among T-Mobile, the Parent and Deutsche Bank Trust Company Americas, as trustee (the “Indenture”); and (ii) guarantees of the Debt Securities (the “Guarantees”) by one or more of the Parent and T-Mobile’s subsidiary guarantors, including the Opinion Guarantors, registered under the Registration Statement (the “Guarantors”), all of which may be sold from time to time and on a delayed basis, as set forth in the prospectus which forms a part of the Registration Statement (the “Prospectus”), and as to be set forth in one or more supplements to the Prospectus (each, a “Prospectus Supplement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including electronic copies). We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Opinion Guarantors, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such parties have duly authorized such agreements or instruments by all requisite action (corporate or otherwise), that such agreements or instruments have been duly executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of all parties thereto. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, including all statements in certificates of public officials and officers of the Opinion Guarantors that we reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

polsinelli.com

 

 

Atlanta Boston Chicago Dallas Denver Houston Kansas City Los Angeles Miami Nashville New York Phoenix Raleigh St. Louis Salt Lake City San Diego San Francisco Seattle Silicon Valley Washington, D.C. Wilmington

Polsinelli PC, Polsinelli LLP in California

For purposes of this opinion letter, we have assumed that (i) the offering, issuance, sale, execution, delivery and definitive terms of any Guarantees of the Opinion Guarantors to be offered from time to time will have been duly authorized and established by proper action of the board of directors, or the sole member, as the case may be, of each of the Opinion Guarantors (the “Future Authorization”) consistent with the procedures and terms described in the Registration Statement and in accordance with each Opinion Guarantor’s (a) certificate of incorporation, articles of incorporation, certificate of formation, articles of organization, or equivalent formation document, and (b) bylaws, limited liability company agreement or equivalent governing document, and, for each Opinion Guarantor, the law applicable to corporations or limited liability companies, as the case may be, of such Opinion Guarantor’s state of incorporation or organization, as the case may be, designated on Schedule A hereto (the “Opinion Jurisdiction”), in a manner that does not violate any law, government or court-imposed order or restriction or agreement or instrument then binding on each Opinion Guarantor or otherwise impair the legal or binding nature of the obligations represented by the Guarantees; (ii) at the time of offer, issuance, sale, execution and delivery of any Guarantees, the Registration Statement will have become effective under the Securities Act, and no stop order suspending its effectiveness will have been issued and remain in effect; (iii) any documentation creating or evidencing the Guarantees will be executed by a duly authorized officer of each Opinion Guarantor; (iv) any documentation creating or evidencing the Guarantees will be executed and delivered by the parties thereto as contemplated by the Indenture and, as applicable, any supplemental indenture, and in accordance with the terms of the applicable Future Authorization and the applicable underwriting agreement or purchase agreement and as contemplated by the Registration Statement and/or the applicable Prospectus Supplement; (v) the Parent will receive lawful consideration for the Debt Securities and related Guarantees; and (vi) each Opinion Guarantor will remain validly existing under the laws of its Opinion Jurisdiction.

This opinion letter is based as to matters of law solely on the applicable provisions of the laws of the State of Georgia, the State of Kansas and the State of Nevada (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level), as currently in effect. We express no opinion herein as to any other statutes, rules or regulations (and in particular, we express no opinion as to any effect that such other statutes, rules or regulations may have on the opinions expressed herein).

Based upon, subject to and limited by the foregoing, we are of the opinion that:

1. Each Opinion Guarantor is validly existing as a corporation or limited liability company, as applicable, under the laws of its Opinion Jurisdiction.

2. Each Opinion Guarantor has the corporate or limited liability company power, as applicable, under the laws of its Opinion Jurisdiction to issue the Guarantees.

This opinion letter has been prepared for use in connection with the Registration Statement. Please note that we are opining only as to matters set forth herein, and no opinion should be inferred as to any other matters. This opinion letter is given only as of the time of its delivery, and we assume no obligation or responsibility to update or supplement this opinion letter after its delivery.

We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act.

 

Very truly yours,

/s/ Polsinelli PC

Polsinelli PC

Schedule A

 

Opinion Guarantor    Opinion Jurisdiction
Nextel South Corp.    Georgia
SprintCom LLC    Kansas
Clear Wireless LLC    Nevada
Clearwire Spectrum Holdings LLC    Nevada
Clearwire Spectrum Holdings II LLC    Nevada
Clearwire Spectrum Holdings III LLC    Nevada
 EX-22.1 4 d482993dex221.htm EX-22.1 EX-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

Clear Wireless LLC

   

Nevada

   

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 Retail Stores, 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 PCS Assets, L.L.C.

   

Delaware

   

Guarantor

Sprint Solutions LLC

   

Delaware

   

Guarantor

Sprint Spectrum LLC

   

Delaware

   

Guarantor

Sprint Spectrum Realty Company, LLC

   

Delaware

   

Guarantor

Name of Subsidiary

   

Jurisdiction of Organization

   

Obligor Type

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 5 d482993dex233.htm EX23_3 EX23_3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement 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
May 1, 2023
 EX-23.4 6 d482993dex234.htm EX-23.4 EX-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
May 1, 2023
 EX-25.1 7 d482993dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

☐

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

 

 

 

NEW YORK   13-4941247

(Jurisdiction of Incorporation or

organization if not a U.S. national bank)

  

(I.R.S. Employer

Identification no.)

One Columbus Circle  
NEW YORK, NEW YORK   10019
(Address of principal executive offices)   (Zip Code)

Deutsche Bank Trust Company Americas

Attention: Mirko Mieth

Legal Department

One Columbus Circle 19th Floor

New York, New York 10019

(212) 250 – 1663

(Name, address and telephone number of agent for service)

 

 

T-Mobile US, Inc.

T-Mobile USA, Inc.

(Exact name of obligor 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 Obligors

(See Table of Additional Obligors on next page)

 

12920 SE 38th Street

Bellevue, Washington

   98006
(Address of principal executive offices)
   (Zip Code)

 

 

Debt Securities

(Title of the indenture securities)

 

 

 

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

Clear Wireless LLC

    Nevada    26-3821888

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 Retail Stores, LLC

    Delaware    54-2021574

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 PCS Assets, L.L.C.

    Delaware    33-0783958

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

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 obligor is 12920 SE 38th Street, Bellevue, Washington 98006, and the telephone number is (425) 378-4000.

Item 1. General Information.

Furnish the following information as to the trustee.

 

  (a)

Name and address of each examining or supervising authority to which it is subject.

 

Name

   

Address

Federal Reserve Bank (2nd District)    New York, NY
Federal Deposit Insurance Corporation    Washington, D.C.
New York State Banking Department    Albany, NY

 

  (b)

Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

Not Applicable.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.

 

Exhibit 1 -

    Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998;Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 2 -

    Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 3 -

    Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 4 -

    A copy of existing By-Laws of Deutsche Bank Trust Company Americas, dated March 2, 2022 (see attached).

Exhibit 5 -

    Not applicable.

Exhibit 6 -

    Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 7 -

    A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8 -

    Not Applicable.

Exhibit 9 -

    Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 26th day of April, 2023.

 

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:  

/s/ Carol Ng

  Carol Ng
  Vice President

Exhibit 4

AMENDED AND RESTATED

BY-LAWS

OF

DEUTSCHE BANK TRUST COMPANY AMERICAS

ARTICLE I

STOCKHOLDERS

Section 1.01. Annual Meeting. The annual meeting of the stockholders of Deutsche Bank Trust Company Americas (the “Company”) shall be held in the City of New York within the State of New York within the first four months of the Company’s fiscal year, on such date and at such time and place as the board of directors of the Company (“Board of Directors” or “Board”) may designate in the call or in a waiver of notice thereof, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.

Section 1.02. Special Meetings. Special meetings of the stockholders of the Company may be called by the Board of Directors or by the President, and shall be called by the President or by the Secretary upon the written request of the holders of record of at least twenty-five percent (25%) of the shares of stock of the Company issued and outstanding and entitled to vote, at such times. If for a period of thirteen months after the last annual meeting, there is a failure to elect a sufficient number of directors to conduct the business of the Company, the Board of Directors shall call a special meeting for the election of directors within two weeks after the expiration of such period; otherwise, holders of record of ten percent (10%) of the shares of stock of the Company entitled to vote in an election of directors may, in writing, demand the call of a special meeting at the office of the Company for the election of directors, specifying the date and month thereof, but not less than two nor more than three months from the date of such call. At any such special meeting called on demand of stockholders, the stockholders attending, in person or by proxy, and entitled to vote in an election of directors shall constitute a quorum for the purpose of electing directors, but not for the transaction of any other business.

Section 1.03. Notice of Meetings. Notice of the time, place and purpose of every meeting of stockholders shall be delivered personally or mailed not less than 10 nor more than 50 days before the date of such meeting (or any other action) to each stockholder of record entitled to vote, at his post office address appearing upon the records of the Company or at such other address as shall be furnished in writing by him to the Secretary of the Company for such purpose. Such further notice shall be given as may be required by law or by these By-Laws. Any meeting may be held without notice if all stockholders entitled to vote are present in person or by proxy, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 1.04. Quorum. The holders of record of at least a majority of the shares of the stock of the Company issued and outstanding and entitled to vote, present in person or by proxy, shall, except as otherwise provided by law, by the Company’s Organization Certificate or by these By-Laws, constitute a quorum at all meetings of the stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained.

Section 1.05. Organization of Meetings. Meetings of the stockholders shall be presided over by the Chairman of the Board or, if he is not present, by the President or, if he is not present, by a chairman to be chosen at the meeting. The Secretary of the Company, or in his absence an Assistant Secretary, shall act as secretary of the meeting, if present.

 

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Section 1.06. Voting. At each meeting of stockholders, except as otherwise provided by statute, the Company’s Organization Certificate or these By-Laws, every holder of record of stock entitled to vote shall be entitled to one vote in person or by proxy for each share of such stock standing in his name on the records of the Company. Elections of directors shall be determined by a plurality of the votes cast thereat and, except as otherwise provided by statute, the Company’s Organization Certificate or these By-Laws, all other action shall be determined by a majority of the votes cast at such meeting.

At all elections of directors, the voting shall be by ballot or in such other manner as may be determined by the stockholders present in person or by proxy entitled to vote at such election.

Section 1.07. Action by Consent. Except as may otherwise be provided in the Company’s Organization Certificate, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by all the holders of record of shares of the stock of the Company, issued and outstanding and entitled to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

DIRECTORS

Section 2.01. Chairman of the Board. Following the election of the Board of Directors at each annual meeting, the elected Board shall appoint one of its members as Chairman. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders, and he shall perform such other duties and have such other powers as from time to time may be prescribed by the Board of Directors.

Section 2.02. Lead Independent Director. Following the election of the Board of Directors at each annual meeting, the elected Board may appoint one of its independent members as its Lead Independent Director. When the Chairman of the Board is not present at a meeting of the Board of Directors, the Lead Independent Director, if there be one, shall preside.

Section 2.03. Director Emeritus. The Board of Directors may from time to time elect one or more Directors Emeritus. Each Director Emeritus shall be elected for a term expiring on the date of the regular meeting of the Board of Directors following the next annual meeting. No Director Emeritus shall be considered a “director” for purposes of these By-Laws or for any other purpose.

Section 2.04. Powers, Number, Quorum, Term, Vacancies, Removal. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Company’s Organization Certificate or by these By-Laws required to be exercised or done by the stockholders.

The number of directors may be changed by a resolution passed by a majority of the members of the Board of Directors or by a vote of the holders of record of at least a majority of the shares of stock of the Company issued and outstanding and entitled to vote, but at all times the Board of Directors must consist of not less than seven nor more than thirty directors. No more than one-third of the directors shall be active officers or employees of the Company. At least one-half of the directors must be citizens of the United States at the time of their election and during their continuance in office.

 

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Except as otherwise required by law, rule or regulation, or by the Company’s Organization Certificate, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors, or such committee, as applicable. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or video, or other similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Whether or not a quorum shall be present at any meeting of the Board of Directors or a committee thereof, a majority of the directors present thereat may adjourn the meeting from time to time; notice of the adjourned meeting shall be given to the directors who were not present at the time of the adjournment, but if the time and place of the adjourned meeting are announced, no additional notice shall be required to be given to the directors present at the time of adjournment.

Directors shall hold office until the next annual election and until their successors shall have been elected and shall have qualified. Director vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term.

Any one or more of the directors of the Company may be removed either with or without cause at any time by a vote of the holders of record of at least a majority of the shares of stock of the Company, issued and outstanding and entitled to vote, and thereupon the term of the director or directors who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors, to be filled by a vote of the stockholders as provided in these By-Laws.

Section 2.05. Meetings, Notice. Meetings of the Board of Directors shall be held at such place either within or without the State of New York, as may from time to time be fixed by resolution of the Board, or as may be specified in the call or in a waiver of notice thereof. Regular meetings of the Board of Directors and its Executive Committee shall be held as often as may be required under applicable law, and special meetings may be held at any time upon the call of two directors, the Chairman of the Board or the President, by oral, telegraphic or written notice duly served on or sent or mailed to each director not less than two days before such meeting. Any meeting may be held without notice, if all directors are present, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 2.06. Compensation. The Board of Directors may determine, from time to time, the amount of compensation, which shall be paid to its members. The Board of Directors shall also have power, in its discretion, to allow a fixed sum and expenses for attendance at each regular or special meeting of the Board, or of any committee of the Board. The Board of Directors shall also have power, in its discretion, to provide for and pay to directors rendering services to the Company not ordinarily rendered by directors, as such, special compensation appropriate to the value of such services, as determined by the Board from time to time.

ARTICLE III

COMMITTEES

Section 3.01. Executive Committee. There shall be an Executive Committee of the Board who shall be appointed annually by resolution adopted by the majority of the entire Board of Directors. The Chairman of the Board shall preside at meetings of the Executive Committee. In his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, such other member of the Executive Committee as the Executive Committee from time to time may designate shall preside at such meetings.

 

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Section 3.02. Audit and Fiduciary Committee. There shall be an Audit and Fiduciary Committee appointed annually by resolution adopted by a majority of the entire Board of Directors which shall consist of such number of independent directors, as may from time to time be fixed by the Audit and Fiduciary Committee charter adopted by the Board of Directors.

Section 3.03. Other Committees. The Board of Directors shall have the power to appoint any other Committees as may seem necessary, and from time to time to suspend or continue the powers and duties of such Committees. Each Committee appointed pursuant to this Article shall serve at the pleasure of the Board of Directors.

Section 3.04. Limitations. No committee shall have the authority as to the following matters: (i) the submission to stockholders of any action that needs stockholders’ authorization under New York Banking Law; (ii) the filling of vacancies in the Board of Directors or in any such committee; (iii) the fixing of compensation of the directors for serving on the Board of Directors or on any committee; (iv) the amendment or repeal of these By-Laws, or the adoption of new by-laws; (v) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable; or (vi) the taking of action which is expressly required by any provision of New York Banking Law to be taken at a meeting of the Board of Directors or by a specified proportion of the directors.

ARTICLE IV

OFFICERS

Section 4.01. Titles and Election. The officers of the Company, who shall be chosen by the Board of Directors within twenty-five days after each annual meeting of stockholders, shall be a President, Chief Executive Officer, Chief Risk Officer, Chief Financial Officer, Treasurer, Secretary, and a General Auditor. The Board of Directors from time to time may elect one or more Managing Directors, Directors, Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents as it shall deem necessary, and may define their powers and duties. Any number of offices may be held by the same person, except the offices of President and Secretary.

Section 4.02. Terms of Office. Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified.

Section 4.03. Removal. Any officer may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the Board of Directors.

Section 4.04. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.05. Vacancies. If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board of Directors may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.

 

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Section 4.06. President. The President shall have general authority to exercise all the powers necessary for the President of the Company. In the absence of the Chairman and the Lead Independent Director, the President shall preside at all meetings of the Board of Directors and of the stockholders. The President shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to the office of the president of a corporation and as from time to time may otherwise be prescribed by the Board of Directors.

Section 4.07. Chief Executive Officer. Unless otherwise determined by the Board of Directors, the President shall be the Chief Executive Officer of the Company. The Chief Executive Officer shall exercise the powers and perform the duties usual to the chief executive officer and, subject to the control of the Board of Directors, shall have general management and control of the affairs and business of the Company; he shall appoint and discharge employees and agents of the Company (other than officers elected by the Board of Directors); he shall see that all orders and resolutions of the Board of Directors are carried into effect; he shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to the office of the chief executive officer of a corporation and as from time to time may otherwise be prescribed by the Board of Directors.

Section 4.08. Chief Risk Officer. The Chief Risk Officer shall have the responsibility for the risk management and monitoring of the Company. The Chief Risk Officer shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to his office and as from time to time may otherwise be prescribed by the Board of Directors.

Section 4.09. Chief Financial Officer. The Chief Financial Officer shall have the responsibility for reporting to the Board of Directors on the financial condition of the Company, preparing and submitting all financial reports required by applicable law, and preparing annual financial statements of the Company and coordinating with qualified third party auditors to ensure such financial statements are audited in accordance with applicable law.

Section 4.10. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys, and other valuable effects in the name and to the credit of the Company, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors whenever they may require it an account of all his transactions as Treasurer and of the financial condition of the Company.

Section 4.11. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of proceedings in records or books to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors and shall perform such other duties and have such other powers as may be incident to the office of the secretary of a corporation and as from time to time may otherwise be prescribed by the Board of Directors. The Secretary shall have and be the custodian of the stock records and all other books, records and papers of the Company (other than financial) and shall see that all books, reports, statements, certificates and other documents and records required by law are properly kept and filed.

 

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Section 4.12. General Auditor. The General Auditor shall be responsible, through the Audit and Fiduciary Committee, to the Board of Directors for the determination of the program of the internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall have and may exercise all the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit and Fiduciary Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit and Fiduciary Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit and Fiduciary Committee may request.

Section 4.13. Managing Directors, Directors and Vice Presidents. If chosen, the Managing Directors, Directors and Vice Presidents, in the order of their seniority, shall, in the absence or disability of the President, exercise all of the powers and duties of the President. Such Managing Directors, Directors and Vice Presidents shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Company, and they shall perform such other duties and have such other powers as may be incident to their respective offices and as from time to time may be prescribed by the Board of Directors or the President.

Section 4.14. Duties of Officers may be Delegated. In case of the absence or disability of any officer of the Company, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Section 5.01. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Company. Subject to the other provisions of this Article V, and subject to applicable law, the Company shall indemnify any person made or threatened to be made a party to an action or proceeding (other than one by or in the right of the Company to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Company served in any capacity at the request of the Company, by reason of the fact that such person, his or her testator or intestate, was a director or officer of the Company, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which such person reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company, and had no reasonable cause to believe that such person’s conduct was unlawful.

Section 5.02. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Company. Subject to the other provisions of this Article V, and subject to applicable law, the Company shall indemnify any person made, or threatened to be made, a party to an action by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person, his or her testator or intestate, is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise,

 

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against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company, except that no indemnification under this Section 5.02 shall be made in respect of (a) a threatened action, or a pending action which is settled or otherwise disposed of, or (b) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any 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 portion of the settlement amount and expenses as the court deems proper.

Section 5.03. Authorization of Indemnification. Any indemnification under this Article V (unless ordered by a court) shall be made by the Company only if authorized in the specific case (i) by the Board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be; or (ii) if a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, (x) by the Board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be, has been met by such director or officer; or (y) by the stockholders upon a finding that the director or officer has met the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be. A person who has been successful on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Sections 5.01 or 5.02, shall be entitled to indemnification as authorized in such section.

Section 5.04. Good Faith Defined. For purposes of any determination under Section 5.03, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, or to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Company or another enterprise, or on information supplied to such person by the officers of the Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The provisions of this Section 5.04 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be.

Section 5.05. Serving an Employee Benefit Plan on behalf of the Company. For the purpose of this Article V, the Company shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.

 

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Section 5.06. Indemnification upon Application to a Court. Notwithstanding the failure of the Company to provide indemnification and despite any contrary resolution of the Board or stockholders under Section 5.03, or in the event that no determination has been made within ninety days after receipt of the Company of a written claim therefor, upon application to a court by a director or officer, indemnification shall be awarded by a court to the extent authorized in Section 5.01 or Section 5.02. Such application shall be upon notice to the Company. Neither a contrary determination in the specific case under Section 5.03 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct.

Section 5.07. Expenses Payable in Advance. Subject to the other provisions of this Article V, and subject to applicable law, expenses incurred in defending a civil or criminal action or proceeding may be paid by the Company in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount (i) if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article V, (ii) where indemnification is granted, to the extent expenses so advanced by the Company or allowed by a court exceed the indemnification to which such person is entitled and (iii) upon such other terms and conditions, if any, as the Company deems appropriate. Any such advancement of expenses shall be made in the sole and absolute discretion of the Company only as authorized in the specific case upon a determination made, with respect to a person who is a director or officer at the time of such determination, (i) by the Board acting by a quorum consisting of directors who are not parties to such action or proceeding, or (ii) if a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, (x) by the Board upon the opinion in writing of independent legal counsel or (y) by the stockholders and, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Company. Without limiting the foregoing, the Company reserves the right in its sole and absolute discretion to revoke at any time any approval previously granted in respect of any such request for the advancement of expenses or to, in its sole and absolute discretion, impose limits or conditions in respect of any such approval.

Section 5.08. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses granted pursuant to, or provided by, this Article V shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled whether contained in the Company’s Organization Certificate, these By-Laws or, when authorized by the Organization Certificate or these By-Laws, (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Nothing contained in this Article V shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.

Section 5.09. Insurance. Subject to the other provisions of this Article V, the Company may purchase and maintain insurance (in a single contract or supplement thereto, but not in a retrospective rated contract): (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this Article V, (ii) to indemnify directors and officers in instances in which they may be indemnified by the Company under the provisions of this Article V and applicable law, and (iii) to indemnify directors and officers in instances in which they may not otherwise be indemnified by the Company under the provisions of this Article V, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York Superintendent of Financial Services, for a retention amount and for co-insurance. Notwithstanding the foregoing, any such insurance shall be subject to the provisions of, and the Company shall comply with the requirements set forth in, Section 7023 of the New York State Banking Law.

 

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Section 5.10. Limitations on Indemnification and Insurance. All indemnification and insurance provisions contained in this Article V are subject to any limitations and prohibitions under applicable law, including but not limited to Section 7022 (with respect to indemnification, advancement or allowance) and Section 7023 (with respect to insurance) of the New York State Banking Law and the Federal Deposit Insurance Act (with respect to administrative proceedings or civil actions initiated by any federal banking agency). Notwithstanding anything contained in this Article V to the contrary, no indemnification, advancement or allowance shall be made (i) to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or (ii) in any circumstance where it appears (a) that the indemnification would be inconsistent with a provision of the Company’s Organization Certificate, these By-Laws, a resolution of the Board or of the stockholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the threatened or pending action or proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) if there has been a settlement approved by the court, that the indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the settlement.

Notwithstanding anything contained in this Article V to the contrary, but subject to any requirements of applicable law, (i) except for proceedings to enforce rights to indemnification (which shall be governed by Section 5.06), the Company shall not be obligated to indemnify any director or officer (or his testators intestate) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Company, (ii) with respect to indemnification or advancement of expenses relating to attorneys’ fees under this Article V, counsel for the present or former director or officer must be reasonably acceptable to the Company (and the Company may, in its sole and absolute discretion, establish a panel of approved law firms for such purpose, out of which the present or former director or officer could be required to select an approved law firm to represent him), (iii) indemnification in respect of amounts paid in settlement shall be subject to the prior consent of the Company (not to be unreasonably withheld), (iv) any and all obligations of the Corporation under this Article V shall be subject to applicable law, (v) in no event shall any payments pursuant to this Article V be made if duplicative of any indemnification or advancement of expenses or other reimbursement available to the applicable director or officer (other than for coverage maintained by such person in his individual capacity), and (vi) no indemnification or advancement of expenses shall be provided under these By-Laws to any person in respect of any expenses, judgments, fines or amounts paid in settlement to the extent incurred by such person in his capacity or position with another entity (including, without limitation, an entity that is a stockholder of the Company or any of the branches or affiliates of such stockholder), except as expressly provided in these By-Laws in respect of such person’s capacity and position as a director or officer of the Company or such person is a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Section 5.11. Indemnification of Other Persons. The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses (whether pursuant to an adoption of a policy or otherwise) to employees and agents of the Company (whether similar to those conferred in this Article V upon directors and officers of the Company or on other terms and conditions authorized from time to time by the Board of Directors), as well as to employees of direct and indirect subsidiaries of the Company and to other persons (or categories of persons) approved from time to time by the Board of Directors.

 

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Section 5.12. Repeal. Any repeal or modification of this Article V shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee or agent of the Company existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

ARTICLE VI

CAPITAL STOCK

Section 6.01. Certificates. The interest of each stockholder of the Company shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The certificates of stock shall be signed by the Chairman of the Board or the President or a Managing Director or a Director or a Vice President and by the Secretary, or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed with the seal of the Company or a facsimile thereof, and countersigned and registered in such manner, if any, as the Board of Directors may by resolution prescribe. Where any such certificate is countersigned by a transfer agent other than the Company or its employee, or registered by a registrar other than the Company or its employee, the signature of any such officer may be a facsimile signature. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Company, whether because of death, resignation, retirement, disqualification, removal or otherwise, before such certificate or certificates shall have been delivered by the Company, such certificate or certificates may nevertheless be adopted by the Company and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Company.

Section 6.02. Transfer. The shares of stock of the Company shall be transferred only upon the books of the Company by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

Section 6.03. Record Dates. The Board of Directors may fix in advance a date, not less than 10 nor more than 50 days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the distribution or allotment of any rights, or the date when any change, conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to receive any distribution or allotment of such rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such distribution or allotment or rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Company after any such record date fixed as aforesaid.

Section 6.04. Lost Certificates. In the event that any certificate of stock is lost, stolen, destroyed or mutilated, the Board of Directors may authorize the issuance of a new certificate of the same tenor and for the same number of shares in lieu thereof. The Board may in its discretion, before the issuance of such new certificate, require the owner of the lost, stolen, destroyed or mutilated certificate or the legal representative of the owner to make an affidavit or affirmation setting forth such facts as to the loss, destruction or mutilation as it deems necessary and to give the Company a bond in such reasonable sum as it directs to indemnify the Company.

 

- 10 -

ARTICLE VII

CHECKS, NOTES, ETC.

Section 7.01. Checks, Notes, Etc. All checks and drafts on the Company’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, may be signed by the President or any Managing Director or any Director or any Vice President and may also be signed by such other officer or officers, agent or agents, as shall be thereunto authorized from time to time by the Board of Directors.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01. Fiscal Year. The fiscal year of the Company shall be from January 1 to December 31, unless changed by the Board of Directors.

Section 8.02. Books. There shall be kept at such office of the Company as the Board of Directors shall determine, within or without the State of New York, correct books and records of account of all its business and transactions, minutes of the proceedings of its stockholders, Board of Directors and committees, and the stock book, containing the names and addresses of the stockholders, the number of shares held by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall be registered, and such other books and records as the Board of Directors may from time to time determine.

Section 8.03. Voting of Stock. Unless otherwise specifically authorized by the Board of Directors, all stock owned by the Company, other than stock of the Company, shall be voted, in person or by proxy, by the President or any Managing Director or any Director or any Vice President of the Company on behalf of the Company.

ARTICLE IX

AMENDMENTS

Section 9.01. Amendments. The vote of the holders of at least a majority of the shares of stock of the Company issued and outstanding and entitled to vote shall be necessary at any meeting of stockholders to amend or repeal these By-Laws or to adopt new by-laws. These By-Laws may also be amended or repealed, or new by-laws adopted, at any meeting of the Board of Directors by the vote of at least a majority of the entire Board, provided that any by-law adopted by the Board may be amended or repealed by the stockholders in the manner set forth above.

Any proposal to amend or repeal these By-Laws or to adopt new by-laws shall be stated in the notice of the meeting of the Board of Directors or the stockholders or in the waiver of notice thereof, as the case may be, unless all of the directors or the holders of record of all of the shares of stock of the Company issued and outstanding and entitled to vote are present at such meeting.

 

- 11 -

Exhibit 7

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

      
New York, NY 10019      
   Board of Governors of the Federal Reserve System    OMB Number 7100-0036
   Federal Deposit Insurance Corporation    OMB Number 3064-0052
   Office of the Comptroller of the Currency    OMB Number 1557-0081
      Approval expires December 31, 2024
      Page 1 of 87

Federal Financial Institutions Examination Council

 

LOGO  

Consolidated Reports of Condition and Income for

a Bank with Domestic Offices Only—FFIEC 041

    

 

Report at the close of business December 31, 2022

This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations).

Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations.

 

        20221231      

    (RCON 9999)

This report form is to be filed by banks with domestic offices only and total consolidated assets of less than $100 billion, except those banks that file the FFIEC 051, and those banks that are advanced approaches institutions for regulatory capital purposes that are required to file the FFIEC 031.

 

 

 

 

NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations.

I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting

 

schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief.

We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.

 

 

  

 

Director (Trustee)

  

 

Signature of Chief Financial Officer (or Equivalent)

   

 

Director (Trustee)

  

01/30/2023

   

 

Date of Signature    Director (Trustee)
      

Submission of Reports

 

Each bank must file its Reports of Condition and Income (Call Report) data by either:

 

(a)

Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or

 

(b)

Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR.

For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov.

 

FDIC Certificate Number    623
   (RSSD 9050)

To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files.

The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount.

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

Legal Title of Bank (RSSD 9017)   

New York

City (RSSD 9130)   

NY

   

10019

State Abbreviation (RSSD 9200)    Zip Code (RSSD 9220)
Legal Entity Identifier (LEI)   
8EWQ2UQKS07AKK8ANH81
(Report only if your institution already has an LEI.) (RCON 9224)
 

 

 

The estimated average burden associated with this information collection is 55.53 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.

12/2022            

06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 17 of 87

RC-1

Consolidated Report of Condition for Insured Banks

and Savings Associations for December 31, 2022

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

 

         

Dollar Amounts in Thousands

      RCON      Amount         

Assets

               

1.

    Cash and balances due from depository institutions (from Schedule RC-A)               
   a.    Noninterest-bearing balances and currency and coin (1)            0081        25,000        1.a.  
   b.    Interest-bearing balances (2)            0071        16,031,000        1.b.  

2.

    Securities:               
   a.    Held-to-maturity securities (from Schedule RC-B, column A) (3)            JJ34        0        2.a.  
   b.    Available-for-sale debt securities (from Schedule RC-B, column D)            1773        708,000        2.b.  
   c.    Equity securities with readily determinable fair values not held for trading (4)            JA22        5,000        2.c.  

3.

    Federal funds sold and securities purchased under agreements to resell:               
   a.    Federal funds sold            B987        0        3.a.  
   b.    Securities purchased under agreements to resell (5, 6)            B989        5,918,000        3.b.  

4.

    Loans and lease financing receivables (from Schedule RC-C):               
   a.    Loans and leases held for sale            5369        0        4.a.  
   b.    Loans and leases held for investment      B528        14,072,000              4.b.  
   c.    LESS: Allowance for loan and lease losses      3123        16,000              4.c.  
   d.    Loans and leases held for investment, net of allowance (item 4.b minus 4.c) (7)            B529        14,056,000        4.d.  

5.

    Trading assets (from Schedule RC-D)            3545        0        5.  

6.

    Premises and fixed assets (including capitalized leases)            2145        0        6.  

7.

    Other real estate owned (from Schedule RC-M)            2150        0        7.  

8.

    Investments in unconsolidated subsidiaries and associated companies            2130        0        8.  

9.

    Direct and indirect investments in real estate ventures            3656        0        9.  

10.

    Intangible assets (from Schedule RC-M)            2143        4,000        10.  

11.

    Other assets (from Schedule RC-F) (6)            2160        2,445,000        11.  

12.

    Total assets (sum of items 1 through 11)            2170        39,192,000        12.  

Liabilities

               

13.

    Deposits:               
   a.    In domestic offices (sum of totals of columns A and C from Schedule RC-E)            2200        26,830,000        13.a.  
      (1) Noninterest-bearing (8)      6631        10,895,000              13.a. (1) 
      (2) Interest-bearing      6636        15,935,000              13.a. (2) 
   b.    Not applicable               

14.

    Federal funds purchased and securities sold under agreements to repurchase:               
   a.    Federal funds purchased (9)            B993        0        14.a.  
   b.    Securities sold under agreements to repurchase (10)            B995        0        14.b.  

15.

    Trading liabilities (from Schedule RC-D)            3548        0        15.  

16.

    Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)            3190        111,000        16.  

17.

    and 18. Not applicable               

19.

    Subordinated notes and debentures (11)            3200        0        19.  

 

1.

Includes cash items in process of collection and unposted debits.

2.

Includes time certificates of deposit not held for trading.

3.

Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B.

4.

Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities.

5.

Includes all securities resale agreements, regardless of maturity.

6.

Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.

7.

Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases.

8.

Includes noninterest-bearing demand, time, and savings deposits.

9.

Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

10.

Includes all securities repurchase agreements, regardless of maturity.

11.

Includes limited-life preferred stock and related surplus.

12/2022            

06/2012

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041

Page 18 of 87

RC-2

Schedule RC—Continued

 

Dollar Amounts in Thousands    RCON      Amount      

Liabilities—continued

        
20.    Other liabilities (from Schedule RC-G)      2930        2,772,000     20.
21.    Total liabilities (sum of items 13 through 20)      2948        29,713,000     21.
22.    Not applicable        

Equity Capital

        
   Bank Equity Capital        
23.    Perpetual preferred stock and related surplus      3838        0     23.
24.    Common stock      3230        2,127,000     24.
25.    Surplus (exclude all surplus related to preferred stock)      3839        939,000     25.
26.    a. Retained earnings      3632        6,462,000     26.a.
   b. Accumulated other comprehensive income (1)      B530        (49,000 )    26.b.
   c. Other equity capital components (2)      A130        0     26.c.
27.    a. Total bank equity capital (sum of items 23 through 26.c)      3210        9,479,000     27.a.
   b. Noncontrolling (minority) interests in consolidated subsidiaries      3000        0     27.b.
28.    Total equity capital (sum of items 27.a and 27.b)      G105        9,479,000     28.
29.    Total liabilities and equity capital (sum of items 21 and 28)      3300        39,192,000     29.

Memoranda

To be reported with the March Report of Condition.

 

1.   

Indicate in the box at the right the number of the statement below that best describes the most

         
     comprehensive level of auditing work performed for the bank by independent external auditors as of   

RCON

   

Number

     
   any date during 2021    6724    NA    M.1.

 

1a =

An integrated audit of the reporting institution’s financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or Public Company Accounting Oversight Board (PCAOB) by an independent public accountant that submits a report on the institution

 

1b =

An audit of the reporting institution’s financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution

 

2a =

An integrated audit of the reporting institution’s parent holding company’s consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)

2b =

An audit of the reporting institution’s parent holding company’s consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)

 

3 =

This number is not to be used

 

4 =

Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)

 

5 =

Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority)

 

6 =

Review of the bank’s financial statements by external auditors

 

7 =

Compilation of the bank’s financial statements by external auditors

 

8 =

Other audit procedures (excluding tax preparation work)

 

9 =

No external audit work

 

 

To be reported with the March Report of Condition.   

RCON

   

Date

     
2.    Bank’s fiscal year-end date (report the date in MMDD format)    8678    NA    M.2.

 

1.

Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.

2.

Includes treasury stock and unearned Employee Stock Ownership Plan shares.

06/2012

EX-FILING FEES 8 d482993dexfilingfees.htm EX-FILING FEES EX-FILING FEES

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

Clear Wireless 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 Retail Stores, 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 PCS Assets, L.L.C.

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.

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