Item 1.01 - Entry into a Material Definitive Agreement
As previously disclosed in a Form 8-K filing on June 21, 2022,
T-Mobile US, Inc., a
Delaware corporation (“T-Mobile”), DISH Network Corporation,
a Nevada corporation (“DISH”), and their applicable wholly-owned
subsidiaries (the “Parties”), entered into and executed a binding
Term Sheet, dated June 15, 2022 (the “Term Sheet”) that, among
other things, modified the Master Network Services Agreement
previously entered into by the Parties on July 1, 2020 (the
“MNSA”) and contained the commercial and settlement terms described
in such filing. As disclosed therein, the Term Sheet was subject to
approval by the U.S. Department of Justice’s Antitrust Division
(the “DOJ”) in accordance with the Final Judgment entered into on
April 1, 2020, among T-Mobile, DISH, the DOJ, and certain
plaintiff states named therein. On June 21, 2022, the Parties
were notified by the DOJ that approval has been granted. As such,
the Term Sheet is now effective and T-Mobile and DISH have commenced
negotiating in good faith an amendment to the MNSA and any other
necessary agreements in order to further effectuate such
modifications. 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, is in full
force and effect and binding upon the parties.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statements
concerning T-Mobile, DISH
and the proposed transactions 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 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 www.sec.gov and 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.
