Blog: T-MOBILE US, INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) | MarketScreener – Marketscreener.com

Item 1.01 – Entry into a Material Definitive Agreement

    a.   General: On June 15, 2022, T-Mobile, DISH, and their applicable
         wholly-owned subsidiaries (the "Parties"), entered into and executed a
         binding Term Sheet dated June 15, 2022 (the "Term Sheet"). The Term Sheet
         reflected certain prior discussions with the U.S. Department of Justice's
         Antitrust Division (the "DOJ"), as required by the terms of the Final
         Judgment entered into on April 1, 2020, among T-Mobile, DISH, the DOJ,
         and certain plaintiff states named therein (the "Final Judgment"). The
         Term Sheet is subject to approval by the DOJ in accordance with the Final
         Judgment. If the DOJ does not approve the Term Sheet within 60 days
         following June 15, 2022 (August 14, 2022), the Term Sheet will be
         terminated, unless the parties agree to extend this period.

In addition to binding the Parties to certain material modifications of the
overall commercial relationship, the Term Sheet requires T-Mobile and DISH to
negotiate in good faith an amendment to the MNSA and any other necessary
agreements in order to further effectuate such modifications. These
modifications include, as described further below, certain bilateral roaming
arrangements and restrictions, commitments relating to the migration of
customers off of Sprint’s legacy code division multiple access wireless network
technology (“CDMA”) network, changes to DISH’s pricing and available discounts,
and the addition of DISH minimum purchase commitments. Until such time as the
definitive agreements are entered into (and whether or not any such definitive
agreements are ever finalized, executed, and entered into), the Term Sheet, and
all of the obligations contained within the Term Sheet, shall remain in full
force and effect and binding upon the parties (subject to the DOJ approval noted
above).

    b.   Roaming: T-Mobile and DISH have agreed to enter into a standard bilateral
         roaming agreement with an initial term ending on July 1, 2027.
         Thereafter, the bilateral roaming agreement will automatically renew for
         successive twelve-month periods until terminated by either one or both
         parties in accordance with its terms. In connection with the bilateral
         roaming agreement, the parties will also enter into an inter-operator
         discount agreement that will expire on July 1, 2027, and pursuant to
         which DISH will receive certain pricing reductions for roaming usage on
         the T-Mobile network. Under the terms of the discount agreement, T-Mobile
         will provide nationwide roaming coverage, including in-market roaming,
         and will facilitate customized handover of network services from DISH's
         network to T-Mobile's network at the borders of specified DISH markets.

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    c.   CDMA: T-Mobile agreed to provide certain assistance to DISH in connection
         with the migration of DISH's CDMA customers to handsets that operate on
         existing wireless 4G and 5G infrastructure after the sunset of T-Mobile's
         CDMA network, which assistance, in the aggregate, does not represent a
         material cost to T-Mobile.



    d.   Pricing and Commitments: In exchange for the customized roaming handover
         and in-market roaming described above and certain pricing reductions,
         DISH has agreed to pay T-Mobile not less than an aggregate amount of
         approximately $3.3 billion over a period of four and a half years ending
         January 21, 2027, with a significant portion of such committed amount
         being payable in the first eighteen months.



    e.   Outstanding Dispute Resolution: The Term Sheet contains full mutual
         releases as of the date of the Term Sheet. In addition, the Term Sheet
         contains covenants not to sue with respect to previously existing
         disputes relating to roaming, MNSA invoices, and sunset of the Sprint
         CDMA network, as well as a mutually agreed upon settlement credit to be
         applied against a future DISH invoice.

Item 7.01 – Regulation FD Disclosure

On June 21, 2022, T-Mobile and DISH issued a joint press release in connection
with the announcement of the execution of the Term Sheet. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The information furnished pursuant to this
Item 7.01, including Exhibit 99.1, will not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as may be expressly set forth by
specific reference in such a filing.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits:

Exhibit1      Description

99.1            Press release, dated June 21, 2022, entitled "DISH and T-Mobile
              Expand Network Services Partnership".

104           Cover Page Interactive Data File (formatted as inline XBRL and
              contained in Exhibit 101)

Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain forward-looking statements concerning
T-Mobile, DISH and the proposed transactions (subject to DOJ approval) between
T-Mobile and DISH. All statements other than statements of fact, including
information concerning future results, are forward-looking statements. These
forward-looking statements are generally identified by the words “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar
expressions. Such forward-looking statements include, but are not limited to,
statements about the benefits of the proposed transactions, including
anticipated future financial and operating results, T-Mobile’s objectives,
expectations and intentions, and the expected timing of completion of the
proposed transactions. There are several factors which could cause actual plans
and results to differ materially from those expressed or implied in
forward-looking statements. Such factors include, but are not limited to, the
risk that the DOJ withdraws, retracts or modifies its approval in a manner that
adversely affects T-Mobile or the expected benefits of the proposed transactions
with


1   Any reference in the attached exhibit to our or DISH's corporate website(s)
    and/or other social media sites or platforms, and the contents thereof, is
    provided for convenience only; such websites or platforms and the contents
    thereof are not incorporated by reference into this Report nor does it
    constitute a part of this Report.

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DISH or does not approve the Term Sheet in a timely manner or at all; the
failure to satisfy any of the conditions to the proposed transactions on a
timely basis or at all; the occurrence of events that may give rise to a right
of one or both of the parties to terminate the Term Sheet or definitive
agreements; adverse effects on the market price of T-Mobile’s common stock and
on T-Mobile’s operating results because of a failure to complete the proposed
transactions in the anticipated timeframe or at all; negative effects of the
announcement, pendency or consummation of the proposed transactions on the
market price of T-Mobile’s common stock and on T-Mobile’s operating results,
including as a result of changes in key customer, supplier, employee or other
business relationships; the risk of litigation or regulatory actions; and other
risks and uncertainties detailed in T-Mobile’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2021, including in the sections thereof
captioned “Risk Factors” and “Cautionary Statement Regarding Forward-Looking
Statements,” as well as in its subsequent reports on Form 8-K and Form 10-Q, all
of which are filed with the SEC and available at http://www.sec.gov and
http://www.t-mobile.com. 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 those expressed in or implied by such
forward-looking statements. Given these risks and uncertainties, persons reading
this communication are cautioned not to place undue reliance on such
forward-looking statements. T-Mobile assumes no obligation to update or revise
the information contained in this communication (whether as a result of new
information, future events or otherwise), except as required by applicable law.
References to our and the SEC’s website are inactive textual references only.
Information contained on our and the SEC’s website is not incorporated by
reference in this Report and should not be considered to be a part of this
Report.

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© Edgar Online, source Glimpses

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