T-Mobile US units start consent solicitation for six series of notes

By Mary-Katherine Stinson

Lexington, Ky., March 13 – T-Mobile US, Inc. announced that its wholly owned subsidiaries Sprint LLC and Sprint Capital Corp. have each launched a consent solicitation covering a total of six series of notes, according multiple press releases.

The Sprint solicitation relates to proposed amendments to the following series of Sprint’s senior notes: its $4.25 billion 7.875% notes due 2023 (Cusip: 85207UAF2), its $2.5 billion 7.125% notes due 2024 (Cusip: 85207UAH8), its $1.5 billion 7.625% notes due 2025 (Cusip: 85207UAJ4) and its $1.5 billion 7.625% notes due 2026 (Cusip: 85207UAK1).

The Sprint Capital solicitation relates to proposed amendments to the following series of Sprint Capital’s notes: its $2.475 billion 6.875% notes due 2028 (Cusip: 852060AD4) and its $2 billion 8.75% notes due 2032 (Cusips: 852060AT9, 852060AQ5, U84681AD4).

The consent solicitations are being conducted in connection with the membership interest purchase agreement, dated as of Sept. 6, 2022, made by and among Sprint, Sprint Communications LLC and Cogent Infrastructure, Inc. in which Cogent agreed to acquire certain assets and liabilities primarily relating to the U.S. long-haul fiber network and non-U.S. extensions of Sprint Communications and its subsidiaries. Under the purchase agreement Sprint Communications will undertake a divisive merger and Cogent will purchase from Sprint all the issued and outstanding membership interests of a newly formed Delaware limited liability company resulting from the merger of the wireline business.

Both Sprint and Sprint Capital are soliciting consents for their respective notes to amend the indenture to state that the restriction on mergers, consolidations and transfers will not apply to the wireline transaction or certain mergers related to the separation of the wireline business.

Both Sprint and Sprint Capital will pay a consent solicitation fee of $1.00 per $1,000 principal amount of notes to holders who consent by the expiration of the offer.

The offer expires at 5 p.m. ET on March 17.

The receipt of valid consents of a majority of the total principal amount of each series is required for the success of the consent solicitations. Each consent solicitation is conditioned on the success of the other, although either Sprint of Sprint Capital may choose to waive that condition and choose to accept consents for any particular series of notes.

Promptly following the receipt of consents, Sprint and Sprint Capital will execute one or more supplemental indentures to the indenture to give effect to the proposed amendments. The amendments will become operative upon payment of the applicable consent payment.

Following the solicitation, the Sprint notes will continue to be guaranteed by Sprint Communications, as well as by T-Mobile and T-Mobile USA, Inc., the parent companies of Sprint.

The Sprint Capital notes will continue to be guaranteed by Sprint, Sprint Communications, as well as by T-Mobile and T-Mobile USA, Inc., the parent companies of Sprint.

Bank of New York Mellon, NA is the trustee.

Deutsche Bank Securities Inc. (855 287-1922, 212 250-7527) is the solicitation agent.

Copies of the solicitation statements may be obtained from the information agent D.F. King & Co., Inc. (888 644-5854, 212 269-5550, tmobile@dfking.com).

T-Mobile is a Bellevue, Wash.-based wireless operator.

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