T-Mobile gets consents for Cogent acquisition of wireline business

Chicago, March 17 – T-Mobile US, Inc. announced that its wholly owned subsidiaries Sprint LLC and Sprint Capital Corp. received the necessary consents in the solicitations for a total of six series of notes, according multiple press releases.

Sprint

Sprint received consents from holders representing the following percentage amounts of notes:

• 91.3% principal amount of the $4.25 billion 7.875% notes due 2023 (Cusip: 85207UAF2);

• 93.32% principal amount of the $2.5 billion 7.125% notes due 2024 (Cusip: 85207UAH8);

• 95.92% principal amount of the $1.5 billion 7.625% notes due 2025 (Cusip: 85207UAJ4); and

• 93.96% principal amount of the $1.5 billion 7.625% notes due 2026 (Cusip: 85207UAK1).

Sprint Capital

Noteholders representing the following amounts consented for Sprint Capital notes:

• 88.83% principal amount of the $2.475 billion 6.875% notes due 2028 (Cusip: 852060AD4); and

• 94.03% principal amount of the $2 billion 8.75% notes due 2032 (Cusips: 852060AT9, 852060AQ5, U84681AD4).

Background

The consent solicitations were being conducted in connection with the membership interest purchase agreement, dated Sept. 6, 2022, made between 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 were soliciting consents for their respective notes to amend the indentures 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 consented by the expiration of the offer.

The solicitation expired at 5 p.m. ET on March 17.

Consent payments are expected to be made on March 20.

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 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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