Form 8-K - Current report

T-MOBILE US, INC.

July 24, 2024

/s/ Peter Osvaldik

Peter Osvaldik

Executive Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2024

LOGO

T-MOBILE US, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

1-33409

20-0836269

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

12920 SE 38th Street

Bellevue, Washington

98006-1350

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (425) 378-4000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	TMUS	The NASDAQ Stock Market LLC
3.550% Senior Notes due 2029	TMUS29	The NASDAQ Stock Market LLC
3.700% Senior Notes due 2032	TMUS32	The NASDAQ Stock Market LLC
3.850% Senior Notes due 2036	TMUS36	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 — Regulation FD Disclosure.

On July 24, 2024, T-Mobile US, Inc. (“T-Mobile”) and KKR & Co. Inc. (“KKR”) issued a joint press release announcing that they have entered into a definitive agreement to establish a joint venture (the “JV”) to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), including Metronet’s broadband infrastructure, residential fiber business operations and existing customers. As part of the transaction, the JV will also acquire Oak Hill Capital’s existing stake. Oak Hill Capital will re-invest to retain a minority position and founder John Cinelli will also retain a minority position in the business following close of the transaction. In connection with the completion of the transaction, T-Mobile and the JV will enter into an Asset Purchase Agreement, pursuant to which, among other things, T-Mobile will acquire Metronet’s residential fiber retail operations and customers, and a Fiber-to-the-Premises Master Framework Agreement, pursuant to which, among other things, T-Mobile will purchase wholesale fiber services from Metronet and become the exclusive seller of Metronet’s residential fiber services. T-Mobile will market and sell such services under the T-Mobile brand. A copy of the joint press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The transaction is expected to close in 2025, subject to customary closing conditions and regulatory approvals. T-Mobile expects to invest approximately $4.9 billion to acquire a 50% equity stake in the JV at the closing and, pursuant to the Asset Purchase Agreement, 100% of Metronet’s residential fiber retail operations and customers, as well as funding of the JV. The JV is expected to be self-funding on a go-forward basis, and T-Mobile does not anticipate contributing any additional future capital to the JV following the closing to support the current business plan to reach an aggregate of approximately 6.5 million homes passed by the end of 2030.

The operating agreement of the JV will provide that from the fourth to the seventh anniversary of the closing, T-Mobile will have an option to purchase a number of newly issued units of the JV to reach 50.01% ownership in the JV, subject to the terms and conditions contained therein. In addition, from the fifth (or in certain circumstances the fourth) to the seventh anniversary of the closing, T-Mobile will have an option to purchase KKR’s interest in the JV at fair market value at the time of exercising such option, subject to certain specified guaranteed minimum and maximum internal rates of return and other terms and conditions (the “Completion Call”).

Following the closing, the board of directors of the JV will consist of two directors appointed by T-Mobile, two directors appointed by KKR and one independent director. If T-Mobile elects to exercise the call option to reach 50.01% ownership in the JV, the board of directors of the JV will consist of three directors appointed by T-Mobile and two directors appointed by KKR. Certain actions by the JV will require the approval of at least one director appointed by KKR and at least one director appointed by T-Mobile and certain actions require the consent of each of KKR and T-Mobile.

The operating agreement of the JV will provide that the JV will be the only vehicle through which T-Mobile and certain affiliates of KKR will build, own or operate fixed wireline broadband services network to homes in certain geographic locations in the United States, subject to certain exceptions for mergers and acquisitions and other matters.

Following the closing of the transaction, T-Mobile expects to report the customers purchased from Metronet as T-Mobile customers, with the associated residential fiber customer operating revenues reflected in Service Revenues and wholesale costs paid to the JV for network access reflected in Cost of Services. T-Mobile’s interests in the JV will be reflected in T-Mobile’s Consolidated Balance Sheet as an investment within Other Assets and T-Mobile’s share of the net income of the JV will be included in Consolidated Statement of Comprehensive Income under the equity method of accounting.

In addition, T-Mobile expects that its current business plan, after assuming a successful completion of this proposed transaction and previously announced pending transactions, continues to support a stockholder remuneration plan of up to $60 billion by mid-2026.

This information, including Exhibit 99.1, is being furnished to the U.S. Securities and Exchange Commission (“SEC”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information contained in this Item 7.01, including Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press Release dated July 24, 2024 (furnished under Item 7.01).

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain forward-looking statements concerning T-Mobile and the proposed transaction with KKR to acquire Metronet. 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 “plan,” “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 transaction, including anticipated future financial and operating results, T-Mobile’s and the JV’s objectives, expectations and intentions, the accounting treatment of the proposed transaction, expectations regarding the JV being self-funding and future contributions (or lack thereof), the expected number of homes passed by the JV in the future, the expected timing of completion of the proposed transaction and T-Mobile’s stock remuneration plan and the size and timing thereof. 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 transaction 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 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 transaction in the anticipated timeframe or at all; negative effects of the pendency or consummation of the proposed transaction on the market price of T-Mobile’s common stock and on T-Mobile’s operating results; the risk of litigation or regulatory actions; the possibility that T-Mobile may not fully realize the projected benefits of the proposed transaction within the expected timeframe or at all; business disruption during the pendency of or following the proposed transaction; diversion of management time from ongoing business operations due to the proposed transaction; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk that the proposed transaction and its announcement or T-Mobile’s fiber strategy generally could have an adverse effect on the ability of T-Mobile or Metronet to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on its operating results and business generally; and other risks and uncertainties detailed in T-Mobile’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, 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 communication and should not be considered to be a part of this communication.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

T-Mobile and KKR Announce Joint

Venture to Acquire Metronet and Offer

Leading Fiber Solution to More U.S. Consumers

The Un-carrier will expand its broadband portfolio and offer more

consumers a differentiated experience, selling fiber internet services

provided by the JV using Metronet’s fiber network deployment and management expertise

BELLEVUE, Wash., NEW YORK, NY, and EVANSVILLE, Ind. — July, 24, 2024 — T-Mobile (NASDAQ: TMUS), America’s 5G leader and fastest-growing fixed wireless broadband provider, today announced it has entered into a definitive agreement to establish a joint venture (JV) with leading global investment firm KKR (NYSE: KKR) that will acquire Metronet, including its broadband infrastructure, rapidly growing residential fiber business operations and existing customers. As part of the transaction, the JV will also acquire Oak Hill Capital’s existing stake. Oak Hill Capital will re-invest to retain a minority position and founder John Cinelli will also retain a minority position once the deal closes.

Metronet is uniquely positioned as the fastest-growing pure play fiber company in the U.S. and an experienced independent fiber-to-the-home (FTTH) operator. The company currently reaches more than 2 million homes and businesses across 17 states with fiber solutions built on a state-of-the art broadband platform. Following the transaction’s close, Metronet will become a wholesale services provider for its retail customers and 100% of its residential fiber retail operations and customers will transition to T-Mobile. T-Mobile will have full responsibility for residential customer acquisition and support, leveraging its differentiated retail, marketing, brand and service model, and will utilize Metronet’s deep digital and fiber infrastructure expertise to expand to more households with fiber broadband services. Metronet will focus on build plans, network engineering and design, network deployment, and customer installation. Following the transaction close, Metronet is expected to be self-funding on a go forward basis and it is expected to reach 6.5 million homes passed by the end of 2030. To support this business plan T-Mobile does not expect to make any additional capital contributions to the JV.

“This is a unique opportunity and a smart, capital-efficient deal that enables T-Mobile to profitably build on our success in broadband and provide fast, affordable and reliable connectivity options to millions more customers nationwide as a complement to our wireless growth strategy,” said Mike Sievert, CEO of T-Mobile. “Metronet is the perfect partner for T-Mobile as a leader in fiber solutions with an incredibly fast build pace, and a top-notch management team. Together with KKR’s strong heritage of corporate partnership and global fiber franchise, we will further expand the Un-carrier’s fiber footprint and deliver real value and choice to customers while addressing a growing demand for fast and reliable broadband.”

“As a leading investor in fiber broadband, KKR has a strong track record of building fiber networks in multiple countries around the world. Since our initial investment in Metronet in 2021, the company has grown rapidly, including constructing new fiber infrastructure and adding subscribers in attractive, underserved markets,” said Waldemar Szlezak, Partner, and Global Head of Digital Infrastructure at KKR. “Our new joint venture with T-Mobile will be transformational for the future of the Metronet business. We look forward to benefitting from T-Mobile’s industry-leading customer experience to support the company in reaching its full potential.”

The JV will be complementary to T-Mobile’s already existing 5G Home Internet offering, a fixed wireless solution currently being used in more than 5 million households and businesses nationwide using fallow network capacity over the Un-carrier’s 5G network, and the company’s previously announced fiber partnerships. This expanded portfolio of offerings will help meet continually increasing consumer demand for higher speed and reliable broadband products.

“We could not be prouder to expand our strategic partnership with KKR and form a new one with T-Mobile — two global leaders in 5G wireless connectivity and digital infrastructure,” said Metronet CEO Dave Heimbach. “Metronet’s 100% fiber network delivers symmetrical multi-gigabit internet service directly to homes and businesses, perfectly complementing T-Mobile’s industry-leading 5G mobile and fixed-wireless offerings to meet consumer demand for seamless, ubiquitous connectivity. With this new partnership, Metronet will expand its fiber network faster and farther, reaching millions more households by the end of the decade.”

KKR is making the investment in Metronet through its global infrastructure strategy. The firm first established its global infrastructure strategy in 2008 and has since been one of the most active infrastructure investors around the world, currently managing over $61 billion in infrastructure assets. KKR has significant experience investing in the growth of leading FTTH providers globally with over 25 million homes passed and building more than four million annually. This includes the creation of independent open access wholesale fiber optic network companies in Chile, Colombia, Peru and in the Netherlands and investments in Hyperoptic in the U.K., Telenor Fiber in Norway and Deutsche Glasfaser in Germany. Most recently, KKR announced the closing of its acquisition of Telecom Italia Netco, which owns and operates the entire national copper and fiber fixed line network in Italy.

The transaction is expected to close in 2025, subject to customary closing conditions and regulatory approvals. At closing, T-Mobile is expected to invest approximately $4.9 billion to acquire a 50% equity stake in the JV and 100% of Metronet’s residential fiber retail operations and customers, as well as funding of the JV.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain forward-looking statements concerning T-Mobile and the proposed transaction with KKR to acquire Metronet’s broadband infrastructure. 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 “plan,” “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 transaction, including anticipated future financial and operating results, T-Mobile’s and the joint venture’s objectives, expectations and intentions, expectations regarding the JV being self-funding and future contributions (or lack thereof), the expected number of homes passed by the JV in the future and the expected timing of completion of the proposed transaction. 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 transaction 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 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 transaction in the anticipated timeframe or at all; negative effects of the pendency or consummation of the proposed transaction on the market price of T-Mobile’s common stock and on T-Mobile’s operating results; the risk of litigation or regulatory actions; the possibility that T-Mobile may not fully realize the projected benefits of the proposed transaction within expected timeframes or at all; business disruption during the pendency of or following the proposed transaction; diversion of management time from ongoing business operations due to the proposed transaction; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk that the proposed transaction and its announcement or T-Mobile’s fiber strategy generally could have an adverse effect on the ability of T-Mobile or Metronet to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on its operating results and business generally; and other risks and uncertainties detailed in T-Mobile’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, 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 communication and should not be considered to be a part of this communication.

Advisors

Citigroup Global Markets Inc. is serving as T-Mobile’s financial advisor on the transaction with Wachtell, Lipton, Rosen & Katz and Davis Wright Tremaine serving as T-Mobile’s legal counsel. Cleary Gottlieb Steen & Hamilton LLP, DLA Piper LLP and Milbank LLP are serving as T-Mobile’s regulatory counsel.

Barclays and Morgan Stanley & Co. LLC are serving as lead financial advisors to KKR, with Goldman Sachs, Mizuho and MUFG also serving as financial advisors. Simpson Thacher is serving as KKR’s legal advisor.

Bank Street Group LLC and TD Securities served as financial advisors to Metronet. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Polsinelli served as legal counsel to Metronet. Lazard served as financial advisor to Oak Hill Capital.

About T-Mobile

T-Mobile US, Inc. (NASDAQ: TMUS) is America’s supercharged Un-carrier, delivering an advanced 4G LTE and transformative nationwide 5G network that will offer reliable connectivity for all. T-Mobile’s customers benefit from its unmatched combination of value and quality, unwavering obsession with offering them the best possible service experience and undisputable drive for disruption that creates competition and innovation in wireless and beyond. Based in Bellevue, Wash., T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile, Metro by T-Mobile and Mint Mobile. For more information please visit: https://www.t-mobile.com

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKRs website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Group’s website at www.globalatlantic.com.

About Metronet

Metronet is PCMag’s “Fastest Major ISP” for 2023 and 2024, providing multi-gigabit internet service to homes and businesses in cities like Colorado Springs, Des Moines, Indianapolis, Lexington, Norfolk, Tallahassee and more than 300 other communities across 17 states. Expanding its fiber-optic network in more than 90 communities at any one time, Metronet has become the country’s largest and fastest growing privately owned fiber-to-the-home company. More information on the Evansville, Ind.-based company can be found at metronet.com.

T-Mobile US, Inc. Media Relations

MediaRelations@t-mobile.com

T-Mobile Investor Relations Contact

investor.relations@t-mobile.com

https://investor.t-mobile.com

KKR Media Relations

Media@KKR.com

Metronet Media Relations

media@metronet.com

Document and Entity Information	Jul. 24, 2024
Document And Entity Information [Line Items]
Entity Incorporation State Country Code	DE
Amendment Flag	false
Entity Central Index Key	0001283699
Document Type	8-K
Document Period End Date	Jul. 24, 2024
Entity Registrant Name	T-MOBILE US, INC.
Entity File Number	1-33409
Entity Tax Identification Number	20-0836269
Entity Address, Address Line One	12920 SE 38th Street
Entity Address, City or Town	Bellevue
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98006-1350
City Area Code	425
Local Phone Number	378-4000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.00001 par value per share
Trading Symbol	TMUS
Security Exchange Name	NASDAQ
M 3.550 Senior Notes Due 2029 [Member]
Document And Entity Information [Line Items]
Security 12b Title	3.550% Senior Notes due 2029
Trading Symbol	TMUS29
Security Exchange Name	NASDAQ
M 3.700 Senior Notes Due 2032 [Member]
Document And Entity Information [Line Items]
Security 12b Title	3.700% Senior Notes due 2032
Trading Symbol	TMUS32
Security Exchange Name	NASDAQ
M 3.850 Senior Notes Due 2036 [Member]
Document And Entity Information [Line Items]
Security 12b Title	3.850% Senior Notes due 2036
Trading Symbol	TMUS36
Security Exchange Name	NASDAQ