0000925421-20-000264.txt : 20200626 0000925421-20-000264.hdr.sgml : 20200626 20200626175853 ACCESSION NUMBER: 0000925421-20-000264 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200626 FILED AS OF DATE: 20200626 DATE AS OF CHANGE: 20200626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOFTBANK GROUP CORP CENTRAL INDEX KEY: 0001065521 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33409 FILM NUMBER: 20995378 BUSINESS ADDRESS: STREET 1: 1-9-1 HIGASHI-SHIMBASHI STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105-7303 BUSINESS PHONE: 01181368892260 MAIL ADDRESS: STREET 1: 1-9-1 HIGASHI-SHIMBASHI STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105-7303 FORMER NAME: FORMER CONFORMED NAME: SOFTBANK CORP DATE OF NAME CHANGE: 19980708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SoftBank Group Capital Ltd CENTRAL INDEX KEY: 0001755163 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33409 FILM NUMBER: 20995379 BUSINESS ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: WIK 3JP BUSINESS PHONE: 650-562-8211 MAIL ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: WIK 3JP REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Delaware Project 4 L.L.C. CENTRAL INDEX KEY: 0001815950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33409 FILM NUMBER: 20995380 BUSINESS ADDRESS: STREET 1: ONE CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: (650) 562-8120 MAIL ADDRESS: STREET 1: ONE CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Delaware Project 6 L.L.C. CENTRAL INDEX KEY: 0001815949 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33409 FILM NUMBER: 20995381 BUSINESS ADDRESS: STREET 1: ONE CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: (650) 562-8120 MAIL ADDRESS: STREET 1: ONE CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 ISSUER: 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 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 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2020-06-26 0001283699 T-Mobile US, Inc. TMUS 0001065521 SOFTBANK GROUP CORP 1-9-1, HIGASHI-SHIMBASHI MINATO-KU TOKYO M0 105-7303 JAPAN 1 0 1 0 0001755163 SoftBank Group Capital Ltd 69 GROSVENOR ST LONDON X0 W1K 3JP UNITED KINGDOM 1 0 1 0 0001815950 Delaware Project 4 L.L.C. 1 CIRCLE STAR WAY 4F SAN CARLOS CA 94070 1 0 1 0 0001815949 Delaware Project 6 L.L.C. 1 CIRCLE STAR WAY 4F SAN CARLOS CA 94070 1 0 1 0 Common Stock 2020-06-26 4 D 0 154147026 101.455 D 150459023 I By SoftBank Group Capital Ltd Common Stock 2020-06-26 4 D 0 19417400 D 131041623 I By SoftBank Group Capital Ltd Common Stock 2020-06-26 4 D 0 19750000 103.00 D 111291623 I By SoftBank Group Capital Ltd Common Stock 2020-06-26 4 D 0 5000000 103.00 D 106291623 I By Delaware Project 6 L.L.C. Contingent Value Right Note (right to acquire) 2020-06-26 4 A 0 2000000000.00 A Common Stock 2000000000.00 I By Delaware Project 4 L.L.C. Marcelo Claure, Stephen Kappes, each members of the Board of Directors of the Issuer, and Ronald D. Fisher, who resigned from the Board of Directors on June 22, 2020, were elected as representatives of Softbank Group Corp. ("SoftBank"), SoftBank Group Capital Ltd ("SBGC"), Delaware Project 4 L.L.C. ("Project 4 LLC") and Delaware Project 6 L.L.C. ("Project 6 LLC"). As a result, each of these entities is a director by deputization for Section 16 purposes. The shares were sold to the Issuer pursuant to a Share Repurchase Agreement, dated as of June 22, 2020 (the "Share Repurchase Agreement"), between SBGC and the Issuer. The Issuer sold 154,147,026 shares of common stock in a registered public offering that closed on June 26, 2020, the net proceeds of which were used by the Issuer to purchase an equal number of shares of Common Stock from SBGC. Represents the number of shares of Common Stock subject to a rights offering by the Issuer pursuant to which it issued holders of record of Common Stock as of 5:00 pm on June 25, 2020 the right to purchase 0.05 shares of Common Stock at $103.00 per share, up to an aggregate of 19,750,000 shares. Pursuant to the Share Repurchase Agreement, SBGC agreed to sell an aggregate of up to 19,750,000 shares to the Issuer, to the extent such shares are issued in the rights offering. Represents the number of shares of Common Stock that the Issuer agreed to sell to an entity controlled by Marcelo Claure for $103.00 per share, subject to receipt of necessary regulatory approvals. Pursuant to the Share Repurchase Agreement, SBGC has agreed to sell to the Issuer 5,000,000 shares upon the closing of such sale to Mr. Claure at the same price per share. Reflects the transfer of 106,291,623 shares of Common Stock to Project 6 LLC. As a result, Project 6 LLC directly owns 106,291,623 shares of Common Stock. Project 6 LLC and SBGC are wholly owned subsidiaries of SoftBank. As a result, SoftBank may be deemed to beneficially own the shares of Common Stock owned directly by Project 6 LLC. Project 4 LLC expressly disclaims the beneficial ownership of the shares of Common Stock owned by Project 6 LLC, Project 6 LLC expressly disclaims beneficial ownership with respect to the CVR Note owned by Project 4 LLC, and SBGC expressly disclaims beneficial ownership with respect to the CVR Note owned by Project 4 LLC and the shares of Common Stock owned by Project 6 LLC. Reflects the acquisition from the Issuer, in accordance with the Share Repurchase Agreement, and as partial consideration, together with a $1,667,167,222.80 cash payment from the Issuer, for the 19,417,400 shares of Common Stock reported on this Form 4, a contingent value right note (the "CVR Note") in the aggregate principal amount of $2,000,000,000. Pursuant to the CVR Note, the Trust will deliver on the Exchange Date (June 1, 2023, which may be extended as provided for in the CVR Note) a number of shares of Common Stock with respect to each $1,000 principal amount of the CVR Note determined by an exchange rate set forth in the CVR Note. The exchange rate is based on the daily volume weighted average price of a share of Common Stock during the 40 trading days preceding June 1, 2023. (Continued from footnote 6) The maximum number of shares of Common Stock that can be received pursuant to the CVR Note is approximately 3,566,400. The number of shares of Common Stock deliverable under the CVR Note is subject to acceleration and adjustment in certain circumstances. Robert Townsend, Senior Vice President & CLO of SOFTBANK GROUP CORP. 2020-06-26 Robert Townsend, Director of SOFTBANK GROUP CAPITAL LTD 2020-06-26 Robert Townsend, Manager of DELAWARE PROJECT 4 L.L.C 2020-06-26 Robert Townsend, Manager of DELAWARE PROJECT 6 L.L.C 2020-06-26