Filing Details
- Accession Number:
- 0001193125-23-161142
- Form Type:
- 13D Filing
- Publication Date:
- 2023-06-05 20:00:00
- Filed By:
- Softbank Group Capital Ltd
- Company:
- T-Mobile Us Inc. (NYSE:TMUS)
- Filing Date:
- 2023-06-06
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SoftBank Group Capital Ltd | 0 | 0 | 0 | 0 | 0 | N A 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO (1) The Reporting Persons may be deemed to be members of a 147 group 148 within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons and the Separately Filing Group Members. (The terms used above are defined in the Explanatory Note and in Items 1, 2 and 6 of this Schedule 13D). CUSIP No. 872590104 1 NAMES OF REPORTING PERSONS Delaware Project 4 L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 3,566,400(1) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 3,566,400(1) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,566,400(1) 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) 1% |
| Delaware Project | 3,566,400 | 0 | 3,566,400 | 0 | 3,566,400 | 3.31% |
| Delaware Project | 0 | 0 | 39,771,809 | 0 | 39,771,809 | 3.61% |
| SoftBank Group Corp | 3,566,400 | 0 | 43,338,209 | 0 | 43,338,209 |
CONFIDENTIAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
T-Mobile US, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
872590104
(CUSIP Number)
| Kenneth A. Siegel, Esq. Morrison & Foerster LLP Shin-Marunouchi Building, 29th Floor 5-1, Marunouchi 1-Chome Chiyoda-ku, Tokyo, 100-6529 Japan +81-3-3214-6522 | Sarah P. Payne, Esq. Sullivan & Cromwell LLP 1870 Embarcadero Road Palo Alto, CA 94303-3308 +1 650 461 5669 | Robert G. DeLaMater, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 +1-212-558-4788 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 1, 2023
(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. ☐
| * | 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 the 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 (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 872590104
| 1 | NAMES OF REPORTING PERSONS
SoftBank Group Capital Ltd | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
| |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 (1) | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) | |||||
| 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)
N/A | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| (1) | 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. |
(The terms used above are defined in the Explanatory Note and in Items 1, 2 and 6 of this Schedule 13D).
CUSIP No. 872590104
| 1 | NAMES OF REPORTING PERSONS
Delaware Project 4 L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
| |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
3,566,400(1) | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
3,566,400(1) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,566,400(1) | |||||
| 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)
<1%(2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | 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. |
| (2) | Based on the number of shares of Common Stock outstanding on April 21, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 27, 2023. |
(The terms used above are defined in the Explanatory Note and in Items 1, 2 and 6 of the Schedule 13D).
CUSIP No. 872590104
| 1 | NAMES OF REPORTING PERSONS
Delaware Project 6 L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
| |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 (1) | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
39,771,809(1) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,771,809(1) | |||||
| 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)
3.31% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | The shares of Common Stock held by Project 6 LLC are subject to the Proxy Agreement (of which 34,971,809 of such shares of Common Stock are subject to the Call Options), in each case as of June 6, 2023. 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. |
| (2) | Based on the number of shares of Common Stock outstanding on April 21, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 27, 2023. |
(The terms used above are defined in the Explanatory Note and in Items 1, 2 and 6 of this Schedule 13D).
CUSIP No. 872590104
| 1 | NAMES OF REPORTING PERSONS
SoftBank Group Corp. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
| |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Japan | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
3,566,400(1) | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
43,338,209(2) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,338,209(2) | |||||
| 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)
3.61%(3) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO | |||||
| (1) | The shares of Common Stock are held by Project 4 LLC, a wholly owned subsidiary of SoftBank. |
| (2) | The shares of Common Stock are held by Project 6 LLC, a wholly owned subsidiary of SoftBank and Project 4 LLC, a wholly owned subsidiary of SoftBank. The shares held by Project 6 LLC are subject to the Proxy Agreement (of which 34,971,809 of such shares of Common Stock held by Project 6 LLC are subject to the Call Options), in each case as of June 6, 2023. 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. |
| (2) | Based on the number of shares of Common Stock outstanding on April 21, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 27, 2023. |
(The terms used above are defined in the Explanatory Note and in Items 1, 2 and 6 of the Schedule 13D).
EXPLANATORY NOTE
This Amendment No. 13 (this Schedule 13D Amendment) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the Commission) on April 2, 2020, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed with the Commission on June 15, 2020, Amendment No. 2 to the Schedule 13D filed with the Commission on June 25, 2020, Amendment No. 3 to the Schedule 13D filed with the Commission on June 26, 2020, Amendment No. 4 to the Schedule 13D filed with the Commission on July 30, 2020, Amendment No. 5 to the Schedule 13D filed with the Commission on October 6, 2020, Amendment No. 6 to the Schedule 13D filed with the Commission on September 7, 2021, Amendment No. 7 to the Schedule 13D filed with the Commission on September 9, 2021, Amendment No. 8 to the Schedule 13D filed with the Commission on September 16, 2021, Amendment No. 9 to the Schedule 13D filed with the Commission on September 28, 2021, Amendment No. 10 to the Schedule 13D filed with the Commission on February 4, 2022, Amendment No. 11 to the Schedule 13D filed with the Commission on March 29, 2022, and Amendment No. 12 to the Schedule 13D filed with the Commission on April 13, 2022 (as amended and supplemented, this Schedule 13D), is being filed on behalf of SoftBank Group Corp., a Japanese kabushiki kaisha (SoftBank), its wholly owned subsidiary SoftBank Group Capital Ltd, a private limited company incorporated in England and Wales (SBGC), SoftBanks wholly owned subsidiary Delaware Project 6 L.L.C., a Delaware limited liability company (Project 6 LLC) and SoftBanks wholly owned subsidiary, Delaware Project 4 L.L.C., a Delaware limited liability company (Project 4 LLC, and together with SoftBank, SBGC and Project 6 LLC, the Reporting Persons), with respect to the common stock of T-Mobile US, Inc., a Delaware corporation (T-Mobile or the Issuer), par value $0.00001 per share (the Common Stock).
Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in this Schedule 13D.
Item 2. Identity and Background.
This Item 2 is supplemented by stating that Appendix A-1, Appendix A-2, Appendix A-3 and Appendix A-4 are incorporated herein by reference, Appendix A-4 includes the board of managers of Project 4 LLC and Appendix A-1, Appendix A-2 and Appendix A-3 each have been amended to reflect a change in executive officers and directors (or managers, as applicable) of SoftBank, SBGC and Project 6 LLC. During the last five years, none of the Reporting Persons nor, to the best of each Reporting Persons knowledge, any person on Appendix A-3 or Appendix A-4 has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such Reporting Person or person is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended to include the following:
As previously disclosed in Amendment No.3 to the Schedule 13D, on June 26, 2020, a trust which was organized by the Issuer (the Trust) completed an offering of cash mandatory exchangeable securities (Trust Securities) and the net proceeds of the offering (the Initial Mandatory Exchangeable Offering), together with a Contingent Value Right Note (the CVR Note), were used by the Trust to purchase 19,417,400 shares of Common Stock from the Issuer. The Issuer then purchased an equal number of shares of Common Stock from SBGC with the proceeds from the sale, and transferred the CVR Note to SBGC. The shares of Common Stock relating to the Initial Mandatory Exchangeable Offering were released from the Proxy Agreement and SBGC then transferred the CVR Note to Project 4 LLC.
Pursuant to the CVR Note, the Trust was required, on June 1, 2023, to deliver a number of shares of Common Stock determined by an exchange rate set forth in the CVR Note. The exchange rate was based on the daily volume weighted average price of a share of Common Stock during the 40 trading days preceding the Exchange Date (the Observation Period). As a result, the holder of the CVR Note was entitled to receive between 0% and approximately 18.4% of the shares of Common Stock underlying each Trust Security depending on the daily volume weighted average price of a share of Common Stock during the Observation Period.
Following the conclusion of the Observation Period and pursuant to the terms of the CVR Note, on June 1, 2023, the Trust delivered 3,566,400 shares of Common Stock to Project 4 LLC, as holder of the CVR Note, the maximum number of shares of Common Stock that could have been acquired pursuant to the CVR Note.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended to include the following:
(a)-(b) The information contained in the cover pages of this Schedule 13D is incorporated herein by reference. Project 4 LLC beneficially owns 3,566,400 shares of Common Stock, which represents less than 1% of the shares of Common Stock outstanding as of April 21, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 27, 2023. Project 6 LLC beneficially owns 39,771,809 shares of Common Stock, which represents approximately 3.31% of the shares of Common Stock outstanding as of April 21, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 27, 2023. The shares of Common Stock beneficially owned by Project 6 LLC are subject to the Proxy Agreement (of which 34,971,809 of such shares are subject to the Call Options). SBGC, Project 4 LLC and Project 6 LLC are wholly owned subsidiaries of SoftBank. As a result, SoftBank may be deemed to beneficially own the shares of Common Stock beneficially owned by Project 4 LLC and Project 6 LLC. The Reporting Persons therefore own an aggregate of 43,338,209 shares of Common Stock, which represents approximately 3.61% of the shares of Common Stock outstanding as of April 21, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 27, 2023.
(c) The information contained in Item 4 of this Schedule 13D is herein incorporated by reference.
SIGNATURES
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: June 6, 2023
| SOFTBANK GROUP CORP. | ||
| By: | /s/ Yuko Yamamoto | |
| Name: | Yuko Yamamoto | |
| Title: | Head of Corporate Legal Department | |
| SOFTBANK GROUP CAPITAL LTD | ||
| By: | /s/ Alex Clavel | |
| Name: | Alex Clavel | |
| Title: | Director | |
| DELAWARE PROJECT 6 L.L.C. | ||
| By: | /s/ Stephen Lam | |
| Name: | Stephen Lam | |
| Title: | Manager | |
| DELAWARE PROJECT 4 L.L.C. | ||
| By: | /s/ Stephen Lam | |
| Name: | Stephen Lam | |
| Title: | Manager | |
APPENDIX A-1
EXECUTIVE OFFICERS AND DIRECTORS
OF
SOFTBANK GROUP CORP.
Set forth below is a list of each executive officer and director of SoftBank Group Corp. setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.
| Name and Business Address | Present Principal Occupation (principal business of employer) | Name and Address of Corporation or Other Organization (if different from address provided in Column 1) | ||
| Masayoshi Son*, a citizen of Japan SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | Representative Director, Corporate Officer, Chairman & CEO of SoftBank Group Corp. | |||
| Yoshimitsu Goto*, a citizen of Japan SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | Board Director, Corporate Officer, Senior Vice President, CFO, CISO & CSusO of SoftBank Group Corp. | |||
| Ken Miyauchi*, a citizen of Japan SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | Board Director of SoftBank Group Corp.; Director & Chairman, SoftBank Corp. | |||
| Kentaro Kawabe*, a citizen of Japan SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | Board Director of SoftBank Group Corp.; President and Representative Director, Co-CEO, Z Holdings Corporation; Executive Director, ZOZO, Inc.; Board Director, SoftBank Corp.; | |||
| Keiko Erikawa*, a citizen of Japan SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | External Board Director, Independent Officer of SoftBank Group Corp.; Chairman Emeritus (Director), KOEI TECMO GAMES CO., LTD; Board Director, KOEI TECMO EUROPE LIMITED; Chairman (Representative Director), KOEI TECMO HOLDINGS CO., LTD.; Director, Foundation for the Fusion Of Science and Technology | |||
| David Chao*, a citizen of Japan SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | External Board Director, Independent Officer of SoftBank Group Corp.; Co-Founder and General Partner, DCM Ventures; | |||
| Masami Iijima*, a citizen of Japan SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | External Board Director, Independent Officer of SoftBank Group Corp.; Director, Ricoh Company, Ltd.; Director, Isetan Mitsukoshi Holdings Ltd.; Counsellor, Bank of Japan; Counselor, MITSUI & CO., LTD.; Director, Takeda Pharmaceutical Company Limited | MITSUI & CO., LTD. 2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-8631 Japan | ||
| Yutaka Matsuo*, a citizen of Japan SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | External Board Director, Independent Officer of SoftBank Group Corp. and Professor, Graduate School of Engineering at the University of Tokyo | |||
| Kenneth A. Siegel*, a citizen of the United States of America SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | External Board Director of SoftBank Group Corp.; Board Director, Member of Executive Committee, Morrison & Foerster LLP | Shin-Marunouchi Building, 29th Floor 5-1, Marunouchi 1-Chome Chiyoda-ku, Tokyo, Japan 100-6529 | ||
| Soichiro Uno**, a citizen of Japan SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | External Audit & Supervisory Board Member of SoftBank Group Corp.; Partner at Nagashima Ohno & Tsunematsu; Director at Dream Incubator Inc.; and Director at TERUMO CORPORATION | |||
| Yuji Nakata**, a citizen of Japan SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | Full-time External Audit & Supervisory Board Member of SoftBank Group Corp. | |||
| Maurice Atsushi Toyama**, a citizen of the United States of America SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | Full-time External Audit & Supervisory Board Member of SoftBank Group Corp. | |||
| Keiichi Otsuka**, a citizen of Japan SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | Full-time External Audit & Supervisory Board Member of SoftBank Group Corp.; Director, Shizuoka Bank (Europe) S.A.; Representative of Otsuka CPA Office; Audit & Supervisory Board Member, TBK Co., Ltd. | |||
| Kazuko Kimiwada, a citizen of Japan SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | Corporate Officer, Senior Vice President of SoftBank Group Corp. | |||
| Timothy A. Mackey, a citizen of New Zealand SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | Corporate Officer, CLO & GCO of SoftBank Group Corp. | |||
| Seiichi Morooka, a citizen of Japan SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | Corporate Officer of SoftBank Group Corp. | |||
| * | Director |
| ** | Corporate Auditor |
APPENDIX A-2
EXECUTIVE OFFICERS
AND DIRECTORS OF
SOFTBANK GROUP
CAPITAL LTD
Set forth below is a list of each executive officer and director of SoftBank Group Capital Ltd setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.
| Name and Business Address | Present Principal Occupation (principal business of employer) | Name and Address of Corporation or Other Organization (if different from address provided in Column 1) | ||
| Alex Clavel*, a citizen of the United States of America c/o SoftBank Group Corp. Tokyo Portcity Takeshiba 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537, Japan | Board Director and Executive Committee member of SB Global Advisers Limited and Board Director of SoftBank Group Capital Limited and Board Director, Chief Executive Officer and President of SB Group US, Inc. | |||
| Navneet Govil*, a citizen of the United States of America c/o SoftBank Group Corp. Tokyo Portcity Takeshiba 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537, Japan | Board Director and Executive Committee Member of SB Global Advisers Limited, Board Director of SB Global Advisers (US) Inc., and CFO of the SoftBank Investment Advisers Group | |||
| Stephen Lam*, a citizen of the United States of America c/o SoftBank Group Corp. Tokyo Portcity Takeshiba 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537, Japan | General Counsel of SoftBank Group International | |||
| * Director | ||||
APPENDIX A-3
EXECUTIVE OFFICERS AND DIRECTORS
OF
DELAWARE PROJECT 6 L.L.C.
Set forth below is a list of each executive officer and manager of Delaware Project 6 L.L.C., setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.
| Name and Business Address | Present Principal Occupation (principal business of employer) | Name and Address of Corporation or Other Organization (if different from address provided in column 1) | ||
| Alex Clavel*, a citizen of the United States of America c/o SoftBank Group Corp. Tokyo Portcity Takeshiba 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537, Japan | Board Director and Executive Committee member of SB Global Advisers Limited and Board Director of SoftBank Group Capital Limited and Board Director, Chief Executive Officer and President of SB Group US, Inc. | |||
| Stephen Lam*, a citizen of the United States of America c/o SoftBank Group Corp. Tokyo Portcity Takeshiba 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537, Japan | General Counsel of SoftBank Group International | |||
| Hugh Manahan, a citizen of the United States of America c/o SoftBank Group Corp. Tokyo Portcity Takeshiba 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537, Japan | Director, Co-Head of Strategic Transactions (Legal) of SoftBank Group International | |||
| Michelle A. Dreyer, a citizen of the United States of America c/o Corporation Service Company 251 Little Falls Drive Wilmington, DE 19808 | Managing Director, Global Restructuring and Independent Director Services | |||
| * Officer | ||||
APPENDIX A-4
EXECUTIVE OFFICERS AND DIRECTORS
OF
DELAWARE PROJECT 4 L.L.C.
Set forth below is a list of each executive officer and manager of Delaware Project 4 L.L.C., setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.
| Name and Business Address | Present Principal Occupation (principal business of employer) | Name and Address of Corporation or Other Organization (if different from address provided in column 1) | ||
| Alex Clavel*, a citizen of the United States of America c/o SoftBank Group Corp. Tokyo Portcity Takeshiba 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537, Japan | Board Director and Executive Committee member of SB Global Advisers Limited and Board Director of SoftBank Group Capital Limited and Board Director, Chief Executive Officer and President of SB Group US, Inc. | |||
| Stephen Lam*, a citizen of the United States of America c/o SoftBank Group Corp. Tokyo Portcity Takeshiba 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537, Japan | General Counsel of SoftBank Group International | |||
| Hugh Manahan, a citizen of the United States of America c/o SoftBank Group Corp. Tokyo Portcity Takeshiba 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537, Japan | Director, Co-Head of Strategic Transactions (Legal) of SoftBank Group International | |||
| * | Officer |