Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)

 

 

T-Mobile US, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872590104

(CUSIP Number)

Dr. Axel Lützner

Vice President DT Legal

Deutsche Telekom AG

Friedrich-Ebert-Allee 140

53113 Bonn, Germany

+49-228-181-0

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 20, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

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 persons 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.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

SCHEDULE 13D/A

 

CUSIP No. 872590104

 

1		NAME 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   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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:   538,590,941
				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   538,590,941
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   62.9%
14		TYPE OF REPORTING PERSON   CO

 

-2-

CUSIP No. 872590104

 

1		NAME 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   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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:   538,590,941
				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   538,590,941
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   62.9%
14		TYPE OF REPORTING PERSON   CO

 

-3-

CUSIP No. 872590104

 

1		NAME 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   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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:   538,590,941
				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   538,590,941
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   62.9%
14		TYPE OF REPORTING PERSON   CO

 

-4-

CUSIP No. 872590104

 

1		NAME 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   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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:   538,590,941
				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   538,590,941
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   62.9%
14		TYPE OF REPORTING PERSON   CO

 

-5-

SCHEDULE 13D/A

Explanatory Note

This Amendment No. 6 (this Amendment No. 6) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the Commission) on May 10, 2013, as amended and supplemented by Amendment No. 1 to Schedule 13D filed with the Commission on November 26, 2013, Amendment No. 2 to Schedule 13D filed with the Commission on January 15, 2014, Amendment No. 3 to Schedule 13D filed with the Commission on March 6, 2018, Amendment No. 4 to Schedule 13D filed with the Commission on April 29, 2018 and Amendment No. 5 to Schedule 13D filed with the Commission on July 26, 2019 (as amended and supplemented, collectively, this Schedule 13D), is being filed by Deutsche Telekom AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (Deutsche Telekom), T-Mobile Global Zwischenholding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany and a direct wholly owned subsidiary of Deutsche Telekom (T-Mobile Global), T-Mobile Global Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany and a direct wholly owned subsidiary of T-Mobile Global (T-Mobile Holding), and Deutsche Telekom Holding B.V., a limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands and a direct wholly owned subsidiary of T-Mobile Holding (DT Holding and, together with Deutsche Telekom, T-Mobile Global and T-Mobile Holding, the Reporting Persons, and each, a Reporting Person), with respect to the shares of common stock, par value $0.00001 per share (the Common Stock), of T-Mobile US, Inc., a Delaware corporation (the Issuer or T-Mobile).

Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 6 and not otherwise defined shall have the respective meanings assigned to such terms in the Schedule 13D.

 

Item 4.

Purpose of the Transaction

The information set forth in Item 6 of this Schedule 13D, including without limitation as to the rights and obligations of the Reporting Persons pursuant to the terms of the Amendment and the Letter Agreement (each as defined in Item 6 below), is hereby incorporated by reference.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows:

On February 20, 2020, T-Mobile, Deutsche Telekom, DT Holding and the other parties to the Business Combination Agreement (as defined below) entered into Amendment No. 2 (the Amendment) to the Business Combination Agreement, dated as of April 29, 2018 (the Business Combination Agreement), by and among T-Mobile, Sprint Corporation (Sprint), Huron Merger Sub LLC, Superior Merger Sub Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom, DT Holding

and SoftBank Group Corp. (SoftBank), as amended by Amendment No. 1 to the Business Combination Agreement, dated July 26, 2019. As previously disclosed, the Business Combination Agreement provides for T-Mobile and Sprint to combine their respective businesses, on the terms and subject to the conditions set forth in the Business Combination Agreement (the Merger Transactions).

The Amendment extends the Outside Date (as defined in the Business Combination Agreement) to July 1, 2020, and further provides that the closing of the Merger Transactions will occur on the first business day of the first month (other than the third month of any calendar quarter) where such first business day is at least three business days following the satisfaction or waiver of all of the conditions to the closing of the Merger Transactions (such date, the Closing Date). In addition, the Amendment modifies the commitments of the parties with respect to actions that may be required to be taken in order to obtain any remaining governmental consents or avoid an action or proceeding by any governmental entity in connection with the Merger Transactions, subject to certain limitations.

Pursuant to the Amendment, SoftBank has also agreed to indemnify T-Mobile and its subsidiaries following the closing of the Merger Transactions against (i) any monetary losses arising out of or resulting from certain specified matters and (ii) the loss of value to T-Mobile and its subsidiaries arising out of or resulting from cessation of access to spectrum of Sprint or its subsidiaries (Lost Spectrum) under certain circumstances, subject to limitations and qualifications contained in the Amendment.

Concurrently with entry into the Amendment, T-Mobile, SoftBank and Deutsche Telekom entered into a letter agreement (the Letter Agreement). Pursuant to the Letter Agreement, SoftBank has agreed to cause its applicable affiliates to surrender to T-Mobile, for no additional consideration, an aggregate of 48,751,557 shares of T-Mobile Common Stock (such number of shares, the SoftBank Specified Shares Amount), effective immediately following the Effective Time (as defined in the Business Combination Agreement). Immediately following such surrender, Deutsche Telekom and SoftBank are expected to hold approximately 43% and 24%, respectively, of the fully diluted shares of T-Mobile Common Stock, with the remaining approximately 33% of the fully diluted shares of T-Mobile Common Stock held by public stockholders. The Letter Agreement further provides that if the trailing 45-day volume-weighted average price per share of T-Mobile Common Stock on the NASDAQ Global Select Market is equal to or greater than $150.00 at any time during the period commencing on the second anniversary of the Closing Date and ending on December 31, 2025 (or, if the Closing Date is on or after May 1, 2020 and SoftBank so elects no later than June 1, 2020, $150.00 at any time during the period commencing on the second anniversary of the Closing Date and ending on the fifth anniversary of the Closing Date or $160.00 at any time during the period following the fifth anniversary of the Closing Date and ending on the sixth anniversary of the Closing Date), T-Mobile will issue to SoftBank, for no additional consideration, a number of shares of T-Mobile Common Stock equal to the SoftBank Specified Shares Amount, subject to the terms and conditions set forth in the Letter Agreement.

In connection with the foregoing arrangements, the Amendment provides for certain modifications to the percentage thresholds applicable to SoftBanks ownership with respect to its director representation rights in the Stockholders Agreement (as defined in the Business Combination Agreement) to be entered into in connection with the closing of the Merger Transactions (which modifications will no longer apply in the event that T-Mobile is obligated to issue the SoftBank Specified Shares Amount).

The foregoing description of the Amendment (including the modifications to the form of the Stockholders Agreement) and the Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Amendment and the Letter Agreement, copies of which are filed as Exhibit 44 and Exhibit 45, respectively, hereto and are incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit No.		Description of Exhibit
44		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 by Amendment No. 1, dated as of July 26, 2019 (incorporated by reference to Exhibit 2.1 to the Issuers Current Report on Form 8-K filed with the Commission on February 20, 2020)
45		Letter Agreement, dated as of February 20, 2020, by and among T-Mobile US, Inc., Deutsche Telekom AG and SoftBank Group Corp (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed with the Commission on February 20, 2020)

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 20, 2020
Deutsche Telekom AG
By:		/s/ Philipp Pohlmann
		Name:		Philipp Pohlmann
		Title:		Senior Vice President DT Finance US&GD
By:		/s/ Dr. Axel Lützner
		Name:		Dr. Axel Lützner
		Title:		Vice President DT Legal
T-Mobile Global Zwischenholding GmbH
By:		/s/ Dr. Christian Dorenkamp
		Name:		Dr. Christian Dorenkamp
		Title:		Managing Director
By:		/s/ Roman Zitz
		Name:		Roman Zitz
		Title:		Managing Director
T-Mobile Global Holding GmbH
By:		/s/ Franco Musone Crispino
		Name:		Franco Musone Crispino
		Title:		Managing Director
By:		/s/ Dr. Uli Kuehbacher
		Name:		Dr. Uli Kuehbacher
		Title:		Managing Director
Deutsche Telekom Holding B.V.
By:		/s/ Dr. Frans Roose
		Name:		Frans Roose
		Title:		Managing Director
By:		/s/ Ton Zijlstra
		Name:		Ton Zijlstra
		Title:		Managing Director

SCHEDULE A-1

Schedule A-1 is amended and restated as follows:

Directors and Executive Officers of T-Mobile Global Holding GmbH

The following table sets forth the names, business addresses and present principal occupation of each director and executive officer of T-Mobile Global Holding GmbH. Unless otherwise noted, each of the persons listed below is principally employed by T-Mobile Global Holding GmbH and is a citizen of the Federal Republic of Germany.

Board of Management

 

Name		Business Address		Present Principal Occupation
Franco Musone Crispino		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		VP Financial Controlling GHS, Deutsche Telekom AG
Michaela Klitsch		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Exec. Programm Manager STI Operations, Deutsche Telekom AG
Dr. Uli Kuehbacher		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Vice President, DT Legal, Deutsche Telekom AG
Dr. Frank Schmidt		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		VP Public Affairs Municipalities at GPRA, Deutsche Telekom AG

SCHEDULE A-2

Schedule A-2 is amended and restated as follows:

Directors and Executive Officers of T-Mobile Global Zwischenholding GmbH

The following table sets forth the names, business addresses and present principal occupation of each director and executive officer of T-Mobile Global Zwischenholding GmbH. Unless otherwise noted, each of the persons listed below is principally employed by T-Mobile Global Zwischenholding GmbH and is a citizen of the Federal Republic of Germany.

Board of Management

 

Name		Business Address		Present Principal Occupation
Helmut Becker		Innere Kanalstr. 98, Köln, Germany 50672		Senior Vice President General Accounting, Deutsche Telekom Services Europe AG
Dr. Christian Dorenkamp		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Senior Vice President Group Tax, Deutsche Telekom AG
Roman Zitz		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Head of Legal Services International Subsidiaries, Deutsche Telekom AG

SCHEDULE A-3

Directors and Executive Officers of Deutsche Telekom AG

Schedule A-3 is amended and restated as follows:

The following tables I and II set forth the names, business addresses and present principal occupation of each director and executive officer of Deutsche Telekom AG. Unless otherwise noted, each of the persons listed below is principally employed by Deutsche Telekom AG and is a citizen of the Federal Republic of Germany.

 

I.	Board of Management

 

Name		Business Address		Present Principal Occupation
Timotheus Höttges		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Chairman of the Board
Adel Al-Saleh *		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Board Member for T-Systems
Birgit Bohle		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Board Member for Human Resources and Labor
Srini Gopalan		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Board Member for Europe
Christian P. Illek		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Board Member for Finance (CFO)
Thomas Kremer		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Board Member for Data Privacy, Legal Affairs and Compliance
Thorsten Langheim		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Board Member for USA and Group Development
Claudia Nemat		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Board Member for Technology and Innovation
Dirk Wössner		Landgrabenweg 151, Bonn, Germany 53227		Board Member for Germany

* = citizen of the United States

= citizen of the United Kingdom

II.	Supervisory Board

 

Name		Business Address		Present Principal Occupation
Josef Bednarski		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Chairman of the Group Works Council Deutsche Telekom AG, Bonn
Rolf Bösinger		Wilhelmstrasse 97, Berlin, Germany 10117		State Secretary, Federal Ministry of Finance, Berlin
Günter Bräunig		Palmengartenstrasse 5-9, Frankfurt am Main, Germany 60325		CEO KfW
Odysseus D. Chatzidis *		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Chairman of the European Works Council of Deutsche Telekom AG, Bonn
Constantin Greve		Friedrich-Ebert-Allee 140 Bonn, Germany 53113		Chairman of the Works Council of Deutsche Telekom AG, Bonn
Lars Hinrichs		Badestraße 2, Hamburg, Germany 20148		CEO Cinco Capital GmbH, Hamburg
Helga Jung		Hahnenbichlstraße 24 86833 Ettringen		Former Member of the Board of Management of Allianz SE, Munich
Prof. Dr. Michael Kaschke		Carl-Zeiss-Strasse 22, Oberkochen, Germany 73447		CEO & President Carl Zeiss AG, Oberkochen
Nicole Koch		Landgrabenweg 147, Bonn, Germany 53227		Chairwoman of the Works Council at Deutsche Telekom Privatkunden-Vertrieb GmbH, Bonn
Dagmar P. Kollmann		Grinzinger Allee 50, Vienna, Austria 1190		Entrepreneur and member of several supervisory and advisory boards
Petra Steffi Kreusel		Hahnstrasse 43d, Frankfurt am Main, Germany 60528		Senior Vice President, Customer & Public Relations at T-Systems International GmbH, Frankfurt am Main
Harald Krüger		Petuelring 130, München, Germany 80788		Former Chairman of the Management Board of Bayerische Motoren Werke Aktiengesellschaft, Munich
Ulrich Lehner		Henkelstraße 67, Düsseldorf, Germany 40589		Member of the Shareholders Committee of Henkel AG & Co. KGaA, Düsseldorf; Chairman of the Supervisory Board Deutsche Telekom AG
Frank Sauerland		Paula-Thiede-Ufer 10, Berlin, Germany 10179		Head of Committee, Collective Bargaining Policy, TC /IT National Committee at the ver.di National Executive Board, Berlin
Lothar Schröder		Ingelheimer Str. 53 28199 Bremen		Trade Union Secretary and former Member of the ver.di National Executive Board, Berlin; Deputy Chairman of the Supervisory Board Deutsche Telekom AG

Name		Business Address		Present Principal Occupation
Nicole Seelemann-Wandtke		Kronshagener Weg 105, Kiel, Germany 24116		Deputy Chairwoman of the Works Council of the Consumer unit at Telekom Deutschland GmbH, Bonn
Sibylle Spoo		Paula-Thiede-Ufer 10, Berlin, Germany 10179		Lawyer, Trade Union Secretary at the ver.di Federal Administration, Berlin
Karl-Heinz Streibich		Zimmerweg 15, Frankfurt, Germany 60325		President acatech Deutsche Akademie der Technikwissenschaften, Berlin
Margret Suckale		Am Rathenaupark 1, Hamburg, Germany 22763		Member of Supervisory Board of Heidelberg Cement AG
Karin Topel		Querstraße 1, Leipzig, Germany 04103		Chairwoman of the Works Council at Deutsche Telekom Technik GmbH, Bonn, Technical Branch Office, Eastern District

* = citizen of Greece

= citizen of Austria

SCHEDULE A-4

Directors and Executive Officers of Deutsche Telekom Holding B.V.

Schedule A-4 is amended and restated as follows:

The following table sets forth the names, business addresses and present principal occupation of each director and executive officer of Deutsche Telekom Holding B.V. Unless otherwise noted, each of the persons listed below is a citizen of the Federal Republic of Germany.

 

Name		Business Address		Present Principal Occupation
Dr. Raphael Kübler		Stationsplein 8K, 6221 BT Maastricht, the Netherlands		Managing Director
Frans Roose *		Stationsplein 8K, 6221 BT Maastricht, the Netherlands		Managing Director
Ton Zijlstra *		Stationsplein 8K, 6221 BT Maastricht, the Netherlands		Managing Director
Roman Zitz		Stationsplein 8K, 6221 BT Maastricht, the Netherlands		Managing Director

* = citizen of the Netherlands