Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent. |
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
|
1
|
NAMES OF REPORTING PERSON
|
|
|
||
Deutsche Telekom Holding B.V.
IRS identification number not applicable.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
The Netherlands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|
|
|
843,196,990
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
538,590,941
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
|
|
|
||
843,196,990
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
|
|
|
||
68.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SoftBank Group Capital Ltd (“SBGC”) and subject to the Proxy,
in each case as of June 24, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the other persons referred to in Schedule B
attached to this Schedule 13D (the “Separately Filing Group Members”).
|
** | Consists of 538,590,941 shares of Common Stock held by DT Holding. |
*** | Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SBGC and subject to the Proxy (of which 44,905,479 of such shares of Common Stock are subject to call options granted by T-Mobile Agent LLC (“T-Mobile Agent”) to Deutsche Telekom, with matching call options granted by SBGC to T-Mobile Agent, and 56,586,144 of such shares of Common Stock are subject to call options granted by SBGC to Deutsche Telekom), in each case as of June 24, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members. |
**** |
Based on the number of shares of Common Stock outstanding as of June 22, 2020, as reported by the Issuer in its Prospectus
Supplement, filed with the Commission on June 24, 2020.
|
1
|
NAMES OF REPORTING PERSON
|
|
|
||
T-Mobile Global Holding GmbH
IRS identification number: 98-0470438
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Federal Republic of Germany
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|
|
|
843,196,990
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
538,590,941
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
|
|
|
||
843,196,990
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
|
|
|
||
68.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* | Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SBGC and subject to the Proxy, in each case as of June 24, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members. |
** | Consists of 538,590,941 shares of Common Stock held by DT Holding. |
*** |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SBGC and subject to the Proxy (of which 44,905,479 of such shares of
Common Stock are subject to call options granted by T-Mobile Agent to Deutsche Telekom, with matching call options granted by SBGC to T-Mobile Agent, and 56,586,144 of such shares of Common Stock are subject to call options granted by
SBGC to Deutsche Telekom), in each case as of June 24, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the
Separately Filing Group Members.
|
**** | Based on the number of shares of Common Stock outstanding as of June 22, 2020, as reported by the Issuer in its Prospectus Supplement, filed with the Commission on June 24, 2020. |
1
|
NAMES OF REPORTING PERSON
|
|
|
||
T-Mobile Global Zwischenholding GmbH
IRS identification number not applicable.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Federal Republic of Germany
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|
|
|
843,196,990
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
538,590,941
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
|
|
|
||
843,196,990
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
|
|
|
||
68.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* | Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SBGC and subject to the Proxy, in each case as of June 24, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members. |
** | Consists of 538,590,941 shares of Common Stock held by DT Holding. |
*** |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SBGC and subject to the Proxy (of which 44,905,479 of such shares of
Common Stock are subject to call options granted by T-Mobile Agent to Deutsche Telekom, with matching call options granted by SBGC to T-Mobile Agent, and 56,586,144 of such shares of Common Stock are subject to call options granted by
SBGC to Deutsche Telekom), in each case as of June 24, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the
Separately Filing Group Members.
|
**** |
Based on the number of shares of Common Stock outstanding as of June 22, 2020, as reported by the Issuer in its Prospectus Supplement,
filed with the Commission on June 24, 2020.
|
1
|
NAMES OF REPORTING PERSON
|
|
|
||
Deutsche Telekom AG
IRS identification number not applicable.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Federal Republic of Germany
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|
|
|
843,196,990
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
538,590,941
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
|
|
|
||
843,196,990
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
|
|
|
||
68.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* | Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SBGC and subject to the Proxy, in each case as of June 24, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members. |
** | Consists of 538,590,941 shares of Common Stock held by DT Holding. |
*** |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding and (ii) 304,606,049 shares of Common Stock held by SBGC and subject to the Proxy (of which 44,905,479 of such shares
of Common Stock are subject to call options granted by T-Mobile Agent to Deutsche Telekom, with matching call options granted by SBGC to T-Mobile Agent, and 56,586,144 of such shares of Common Stock are subject to call options
granted by SBGC to Deutsche Telekom), in each case as of June 24, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting
Persons and the Separately Filing Group Members.
|
**** |
Based on the number of shares of Common Stock outstanding as of June 22, 2020, as reported by the Issuer in its Prospectus Supplement,
filed with the Commission on June 24, 2020.
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Item 4. |
Purpose of the Transaction
|
Item 5. |
Interests in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
(i) |
One or more registered public offerings by T-Mobile of its Common Stock (the first closing of any such offering shall be the “Initial Public Equity Offering”), the net proceeds of which will be used by T-Mobile
to purchase an equal number of issued and outstanding shares of Common Stock from SBGC, pursuant to a Share Repurchase Agreement, dated as of June 22, 2020 (the “Share Repurchase Agreement”), between SBGC and T-Mobile;
|
(ii) |
One or more offerings of cash mandatory exchangeable trust securities (the first closing of any such offering shall be the “Initial Mandatory Exchangeable Offering”) by a trust, to which T-Mobile will resell
Common Stock for cash, which will be used by T-Mobile to purchase an equal number of shares of
|
Common Stock from SBGC, pursuant to the Share Repurchase Agreement;
|
(iii) |
The issuance of registered, transferable subscription rights to T-Mobile’s existing stockholders, which will provide these stockholders with the right to purchase one share of Common Stock for every 20 shares of
Common Stock that they own until July 27, 2020 at the same price per share as the Common Stock sold in the First Public Equity Offering (the “Rights Offering”). SoftBank, Deutsche Telekom, Raul Marcelo Claure and their respective
affiliates have agreed not to exercise any rights granted to them in connection with the Rights Offering. To the extent these rights are exercised in the Rights Offering, SoftBank will sell to T-Mobile, for a cash payment equal to the
aggregate exercise price received by T-Mobile in the Rights Offering, a number of shares of Common Stock equal to the number of shares of Common Stock to be issued upon the exercise of such rights; and
|
(iv) |
Following the receipt of necessary regulatory approvals, the sale by T-Mobile to Claure Mobile LLC, an entity controlled by Raul Marcelo Claure, of 5,000,000 shares of Common Stock (the “Claure Shares”), at the
same price per share as the Common Stock sold in the First Public Equity Offering (the “Claure Purchase”), which will occur simultaneously with the purchase by T-Mobile of 5,000,000 shares of Common Stock from SBGC at an equivalent price
pursuant to the Share Repurchase Agreement.
|
Item 7. |
Material to be Filed as Exhibits
|
Exhibit No.
|
Description of Exhibit
|
|
48
|
Master Framework Agreement, dated as of June 22, 2020, by and among SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 4 L.L.C., Delaware Project 6 L.L.C, Claure Mobile LLC, Deutsche Telekom AG, T-Mobile US, Inc. and
T-Mobile Agent LLC
|
|
49
|
Proxy, Lock-Up and ROFR Agreement, dated as of June 22, 2020, by and among Deutsche Telekom AG, Claure Mobile LLC and Raul Marcelo Claure
|
|
50 | 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 of the Issuer’s Registration Statement on Form S-3 filed with the Commission on June 22, 2020) | |
51 | SB-DT Call Option, dated June 22, 2020, between SoftBank Group Capital Ltd, as grantor, and Deutsche Telekom AG, as optionholder | |
52 | SB-Newco Call Option, dated June 22, 2020, between SoftBank Group Capital Ltd, as grantor, and T-Mobile Agent LLC, as optionholder | |
53 | Newco-DT Call Option, dated June 22, 2020, among T-Mobile Agent LLC, as grantor, SoftBank Group Capital Ltd, as registrar, and Deutsche Telekom AG, as optionholder | |
54 | Call Option Support Agreement, dated June 22, 2020, by and among SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 6 L.L.C., Deutsche Telekom AG and T-Mobile Agent LLC | |
55 | Lock-Up Agreement, dated June 22, 2020, by Deutsche Telekom AG, relating to the Initial Public Equity Offering | |
56 | Lock-Up Agreement, dated June 22, 2020, by Deutsche Telekom AG, relating to the Initial Mandatory Exchangeable Offering | |
Deutsche Telekom AG | ||||
By: | /s/ Dr. Axel Lützner | |||
|
Name: |
Dr. Axel Lützner |
||
Title: | Vice President DT Legal |
By: | /s/ Dr. Ulrich Zwach | |||
|
Name: |
Dr. Ulrich Zwach | ||
Title: | Vice President DT Legal |
T-Mobile Global Zwischenholding GmbH | ||||
By: | /s/ Dr. Christian Dorenkamp | |||
|
Name: |
Dr. Christian Dorenkamp | ||
Title: | Managing Director |
By: | /s/ Helmut Becker | |||
|
Name: |
Helmut Becker | ||
Title: | Managing Director |
T-Mobile Global Holding GmbH | ||||
By: | /s/ Frank Schmidt | |||
|
Name: |
Frank Schmidt | ||
Title: | Managing Director |
By: | /s/ Michaela Klitsch | |||
|
Name: |
Michaela Klitsch | ||
Title: | Managing Director |
Deutsche Telekom Holding B.V. | ||||
By: | /s/ Frans Roose | |||
|
Name: |
Frans Roose | ||
Title: | Managing Director |
By: | /s/ Raphael Kübler | |||
|
Name: |
Raphael Kübler | ||
Title: | Managing Director |
Separately Filing Group Member
|
Aggregate Number
(Percentage) of
Shares Beneficially
Owned(2), (3)
|
Number of Shares Beneficially Owned With(2)
|
|||
Sole
VotingPower
|
Shared
Voting Power
|
Sole
Dispositive Power
|
Shared
Dispositive Power
|
||
SoftBank Group Corp.
|
304,606,049 (24.6%)
|
0
|
0
|
304,606,049
|
0
|
SoftBank Group Capital Limited
|
304,606,049 (24.6%)
|
0
|
0
|
304,606,049
|
0
|
Page
|
|||
ARTICLE1 THE TRANSACTION DOCUMENTS
|
3
|
||
1.1
|
Primacy of Transaction Documents
|
3
|
|
1.2
|
Agreed Forms of Transaction Documents
|
4
|
|
1.3
|
Transaction Documents Not in Final Form
|
5
|
|
1.4
|
SoftBank Ownership
|
6
|
|
ARTICLE 2 EXECUTION OF THE TRANSACTION DOCUMENTS
|
6
|
||
2.1
|
Signing Date
|
6
|
|
2.2
|
Launch Date
|
6
|
|
2.3
|
Pricing Date
|
6
|
|
2.4
|
Closing Date
|
7
|
|
2.5
|
Post-Closing Date
|
7
|
|
2.6
|
Subsequent Sale Right
|
8
|
|
2.7
|
Piggyback Waiver
|
8
|
|
2.8
|
No Resignation
|
8
|
|
ARTICLE 3 CONDITIONS TO THE TRANSACTIONS
|
9
|
||
3.1
|
Company Offering
|
9
|
|
3.2
|
Representations and Warranties
|
9
|
|
3.3
|
Conditions of the Transaction Documents
|
9
|
|
3.4
|
Tax Opinion
|
9
|
|
ARTICLE 4 U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS
|
10
|
||
4.1
|
U.S. Federal Income Tax Treatment of the Transactions
|
10
|
|
4.2
|
Withholding
|
11
|
|
4.3
|
FIRPTA
|
11
|
|
4.4
|
Tax Reporting of Rights
|
11
|
|
ARTICLE 5 REPRESENTATIONS AND WARRANTIES
|
12
|
||
5.1
|
Representations and Warranties of the SoftBank Parties
|
12
|
|
5.2
|
Representations and Warranties of the Company
|
12
|
|
5.3
|
Representations and Warranties of DT
|
13
|
|
ARTICLE 6 INDEMNIFICATION
|
14
|
||
6.1
|
Indemnification by SoftBank.
|
14
|
|
6.2
|
Indemnification by DT for Breach.
|
16
|
|
6.3
|
Indemnification for Transaction Claims
|
16
|
|
6.4
|
SoftBank Tax Indemnification
|
17
|
|
6.5
|
Indemnification Provisions of the Transaction Documents
|
19
|
|
6.6
|
Indemnification and Advancement Procedures
|
20
|
|
6.7
|
Exculpation and Limitation of Liability
|
21
|
ARTICLE 7 REIMBURSEMENT OF EXPENSES; COMPANY TRANSACTION FEE
|
22
|
||
7.1
|
Transaction Expenses
|
22
|
|
7.2
|
Company Transaction Fee
|
22
|
|
7.3
|
Other Expenses
|
22
|
|
ARTICLE 8 PUBLICITY RESTRICTIONS
|
23
|
||
8.1
|
Publicity Restrictions
|
23
|
|
ARTICLE 9 MISCELLANEOUS
|
23
|
||
9.1
|
Termination
|
23
|
|
9.2
|
Further Assurances
|
23
|
|
9.3
|
Survival
|
23
|
|
9.4
|
Amendments and Waivers
|
23
|
|
9.5
|
Assignment; Binding Agreement
|
24
|
|
9.6
|
SoftBank Affiliated Entities
|
24
|
|
9.7
|
Rights Offering Restrictions
|
24
|
|
9.8
|
Third Party Beneficiaries
|
25
|
|
9.9
|
Entire Agreement
|
25
|
|
9.10
|
Severability
|
25
|
|
9.11
|
Counterparts
|
25
|
|
9.12
|
Governing Law; Jurisdiction; Forum; Waiver of Trial by Jury
|
25
|
|
9.13
|
Notices
|
26
|
|
9.14
|
Interpretation
|
28
|
SOFTBANK GROUP CORP | ||||
|
By:
|
|
||
Name: | ||||
Title: | ||||
SOFTBANK GROUP CAPITAL LTD | ||||
|
By:
|
|
||
Name: | ||||
Title: | ||||
DELAWARE PROJECT 4 L.L.C. | ||||
|
By:
|
|
||
Name: | ||||
Title: | ||||
DELAWARE PROJECT 6 L.L.C. | ||||
|
By:
|
|
||
Name: | ||||
Title: | ||||
CLAURE MOBILE LLC | ||||
|
By:
|
|
||
Name: | ||||
Title: | ||||
DEUTSCHE TELEKOM AG | ||||
|
By:
|
|
||
Name: | ||||
Title: | ||||
T-MOBILE US, INC. | ||||
|
By:
|
|
||
Name: | ||||
Title: | ||||
T-MOBILE AGENT LLC | ||||
|
By:
|
|
||
Name: | ||||
Title: | ||||
(i)
|
if to DT or the DT Stockholder, to:
|
||
Deutsche Telekom AG
Friedrich-Ebert-Allee 140
53113 Bonn, Germany
Attention: General Counsel
Email: axel.luetzner@telekom.de
|
|||
with a copy to (which shall not constitute notice):
|
|||
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, New York 10019
Attention: Richard Hall
Andrew C. Elken
Email: Rhall@cravath.com
Aelken@cravath.com
|
|||
(ii)
|
if to Mr. Claure or CM LLC, to:
|
||
Claure Group LLC
200 South Biscayne Blvd., Suite 4200
Miami, FL 33131
Attention: Joan Papadakis
Email: finance@clauregroup.com
|
|||
with a copy to (which shall not constitute notice):
|
|||
K&L Gates LLP
200 South Biscayne Blvd., Suite 3900
Miami, FL 33131
Attention: Clayton E. Parker
Email: clayton.parker@klgates.com
|
DEUTSCHE TELEKOM AG | |||
|
By:
|
||
Name: |
|||
Title: |
|||
|
By:
|
||
Name: |
|||
Title: |
|||
CLAURE MOBILE LLC | |||
By:
|
|||
Name: |
|||
Title: |
|||
RAUL MARCELO CLAURE | |||
|
By:
|
||
Name: |
|||
Title: |
|||
If to the Grantor, to:
|
|
SoftBank Group Capital Ltd
69 Grosvenor Street
London, W1K 3JP United Kingdom
Attention: SBGI Legal
E-mail: sbgi-legal@softbank.com
|
and
SoftBank Group Corp.
Tokyo Shiodome Bldg.
1-9-1 Higashi-shimbashi
Minato-ku, Tokyo 105-7303
Japan
|
||
Attention:
E-mail:
|
Corporate Officer, Head of Legal Unit
sbgrp-legalnotice@g.softbank.co.jp
sbgi-legal@softbank.com
|
|
with a copy to (which shall not constitute notice):
|
||
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
|
||
Attention:
E-mail:
|
Robert DeLaMater
Sarah Payne
DeLaMaterR@sullcrom.com
PayneSA@SULLCROM.com
|
|
If to the Optionholder, to:
|
||
Deutsche Telekom AG
Friedrich-Ebert-Allee 140
53113 Bonn, Germany
|
||
Attention:
E-mail:
|
Axel Lützner, Head of Legal M&A
Axel.Luetzner@telekom.de
|
|
with a copy to (which shall not constitute notice):
|
||
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, New York 10019
|
||
Attention:
E-mail:
|
Richard Hall
Andrew C. Elken
RHall@cravath.com
AElken@cravath.com
|
SOFTBANK GROUP CAPITAL LTD | |||
|
By:
|
||
Name: |
|||
Title: |
|||
Acknowledged and Agreed
|
|||
DEUTSCHE TELEKOM AG
|
|||
|
By:
|
||
Name: |
|||
Title: |
|||
If to the Grantor, to:
|
||
SoftBank Group Capital Ltd
69 Grosvenor Street, London, W1K 3JP United Kingdom
Attention: SBGI Legal
E-mail: sbgi-legal@softbank.com
and
SoftBank Group Corp.
Tokyo Shiodome Bldg.
1-9-1 Higashi-shimbashi
Minato-ku, Tokyo 105-7303
Japan
|
||
Attention:
E-mail:
|
Corporate Officer, Head of Legal Unit
sbgrp-legalnotice@g.softbank.co.jp
sbgi-legal@softbank.com
|
|
If to the Grantor, to:
|
||
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
|
||
Attention:
E-mail:
|
Robert DeLaMater
Sarah Payne
DeLaMaterR@sullcrom.com
PayneSA@SULLCROM.com
|
If to the Optionholder, to:
T-Mobile Agent LLC
c/o T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, WA 98006
Attention: Broady Hodder
E-mail: Broady.Hodder@T-Mobile.com
|
SOFTBANK GROUP CAPITAL LTD
|
|||
|
By:
|
||
Name: |
|||
Title: |
|||
Acknowledged and Agreed | |||
T-MOBILE AGENT LLC
|
|||
By:
|
|||
Name: J. Braxton Carter | |||
Title: Executive Vice President & Chief
Financial Officer
|
|||
If to the Grantor, to:
|
||
T-Mobile Agent LLC
c/o T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, WA 98006
Attention: Broady Hodder
E-mail: Broady.hodder@T-Mobile.com
|
||
If to the Registrar, to:
|
||
SoftBank Group Capital Ltd
69 Grosvenor Street, London, W1K 3JP United Kingdom
Attention: SBGI Legal
E-mail: sbgi-legal@softbank.com
|
||
and
|
||
SoftBank Group Corp.
Tokyo Shiodome Bldg.
1-9-1 Higashi-shimbashi
Minato-ku, Tokyo 105-7303
Japan
|
||
Attention:
E-mail:
|
Corporrate Officer, Head of Legal Unit
bgrp-legalnotice@g.softbank.co.jp
sbgi-legal@softbank.com
|
with a copy to (which shall not constitute notice):
|
||
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
|
||
Attention:
E-mail:
|
Robert DeLaMater
Sarah Payne
DeLaMaterR@sullcrom.com
PayneSA@SULLCROM.com
|
|
If to the Optionholder, to:
|
||
Deutsche Telekom AG
Friedrich-Ebert-Allee 140
53113 Bonn, Germany
Attention: Axel Lützner, Head of Legal M&A
E-mail: Axel.Luetzner@telekom.de
|
||
with a copy to (which shall not constitute notice):
|
||
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, New York 10019
|
||
Attention:
E-mail:
|
Richard Hall
Andrew C. Elken
RHall@cravath.com
AElken@cravath.com
|
T-MOBILE AGENT LLC
|
|||
By:
|
|||
Name: J. Braxton Carter | |||
Title: Executive Vice President & Chief
Financial Officer
|
|||
SOFTBANK GROUP CAPITAL LTD,
as the Registrar,
|
|||
By:
|
|||
Name: |
|||
Title: |
|||
Acknowledged and Agreed | |||
DEUTSCHE TELEKOM AG | |||
By:
|
|||
Name: |
|||
Title: |
|||
SOFTBANK GROUP CORP | ||||
|
By:
|
|||
Name: | ||||
Title: | ||||
SOFTBANK GROUP CAPITAL LTD | ||||
|
By:
|
|||
Name: | ||||
Title: | ||||
DELAWARE PROJECT 6 L.L.C. | ||||
|
By:
|
|||
Name: | ||||
Title: | ||||
DEUTSCHE TELEKOM AG |
||||
|
By:
|
|||
Name: | ||||
Title: | ||||
|
By:
|
|||
Name: | ||||
Title: | ||||
T-MOBILE AGENT LLC |
||||
|
By:
|
|||
Name: | J. Braxton Carter |
|||
Title: | Executive Vice President & Chief Financial Officer |
|||
Very truly yours, |
||
Exact Name of Shareholder |
||
Authorized Signature |
||
Title |
||
Authorized Signature |
||
Title |
Very truly yours, |
||
Exact Name of Shareholder |
||
Authorized Signature |
||
Title |
||
Authorized Signature |
||
Title |