UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 24)
T-Mobile US, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
872590104
(CUSIP Number)
Dr. Axel Lützner
Vice President DT Legal
Deutsche Telekom AG
Friedrich-Ebert-Allee 140
53113 Bonn, Germany
+49-228-181-0
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 28, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
SCHEDULE 13D/A
CUSIP No. 872590104
1
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NAME OF REPORTING PERSON
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Deutsche Telekom AG
IRS identification number not applicable.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Federal Republic of Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER*
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693,634,121
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER**
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605,110,755
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
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693,634,121
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
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57.6%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* |
Consists of the sum of (i) 605,110,755 shares of Common Stock held by Deutsche Telekom Holding B.V. (“DT Holding”), (ii) 39,771,809 shares of Common Stock held by Delaware Project 6 L.L.C.
(“Project 6”), a wholly-owned subsidiary of SoftBank Group Corp. (“SoftBank”) and subject to the Proxy (of which 34,971,809 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom AG (“Deutsche
Telekom”)) and (iii) 48,751,557 shares of Common Stock held by Delaware Project 9 L.L.C. (“Project 9”), a wholly-owned subsidiary of SoftBank and subject to the Proxy.
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** |
Consists of 605,110,755 shares of Common Stock held by DT Holding.
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*** |
Based on 1,156,475,060 shares of Common Stock outstanding as of October 20, 2023, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on October 25, 2023 and giving effect to the
issuance of the SoftBank Additional Shares.
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Deutsche Telekom disclaims beneficial ownership in any Common Stock held by Project 6 and Project 9 if such Common Stock is not subject to the Proxy.
SCHEDULE 13D/A
CUSIP No. 872590104
1
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NAME OF REPORTING PERSON
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Deutsche Telekom Holding B.V.
IRS identification number not applicable.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Netherlands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER*
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693,634,121
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER**
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605,110,755
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
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693,634,121
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
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57.6%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* |
Consists of the sum of (i) 605,110,755 shares of Common Stock held by DT Holding, (ii) 39,771,809 shares of Common Stock held by Project 6 and subject to the Proxy (of which 34,971,809 of such
shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom) and (iii) 48,751,557 shares of Common Stock held by Project 9 and subject to the Proxy.
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** |
Consists of 605,110,755 shares of Common Stock held by DT Holding.
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*** |
Based on 1,156,475,060 shares of Common Stock outstanding as of October 20, 2023, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on October 25, 2023 and giving effect to the
issuance of the SoftBank Additional Shares.
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Deutsche Telekom disclaims beneficial ownership in any Common Stock held by Project 6 and Project 9 if such Common Stock is not subject to the Proxy.
SCHEDULE 13D/A
CUSIP No. 872590104
1
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NAME OF REPORTING PERSON
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T-Mobile Global Holding GmbH
IRS identification number: 98-0470438
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Federal Republic of Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER*
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693,634,121
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8
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SHARED VOTING POWER
|
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0
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9
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SOLE DISPOSITIVE POWER**
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605,110,755
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
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693,634,121
|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
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57.6%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* |
Consists of the sum of (i) 605,110,755 shares of Common Stock held by DT Holding, (ii) 39,771,809 shares of Common Stock held by Project 6 and subject to the Proxy (of which 34,971,809 of
such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom) and (iii) 48,751,557 shares of Common Stock held by Project 9 and subject to the Proxy.
|
** |
Consists of 605,110,755 shares of Common Stock held by DT Holding.
|
*** |
Based on 1,156,475,060 shares of Common Stock outstanding as of October 20, 2023, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on October 25, 2023 and giving effect to
the issuance of the SoftBank Additional Shares.
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Deutsche Telekom disclaims beneficial ownership in any Common Stock held by Project 6 and Project 9 if such Common Stock is not subject to the Proxy.
SCHEDULE 13D/A
CUSIP No. 872590104
1
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NAME OF REPORTING PERSON
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T-Mobile Global Zwischenholding GmbH
IRS identification number not applicable.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Federal Republic of Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER*
|
|
|
693,634,121
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|
|
|
|
8
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SHARED VOTING POWER
|
|
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0
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9
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SOLE DISPOSITIVE POWER**
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605,110,755
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10
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SHARED DISPOSITIVE POWER
|
|
|
0
|
|
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|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
|
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693,634,121
|
|
|
|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
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57.6%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
CO
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* |
Consists of the sum of (i) 605,110,755 shares of Common Stock held by DT Holding, (ii) 39,771,809 shares of Common Stock held by Project 6 and subject to the Proxy (of which 34,971,809
of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom) and (iii) 48,751,557 shares of Common Stock held by Project 9 and subject to the Proxy.
|
** |
Consists of 605,110,755 shares of Common Stock held by DT Holding.
|
*** |
Based on 1,156,475,060 shares of Common Stock outstanding as of October 20, 2023, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on October 25, 2023 and giving effect
to the issuance of the SoftBank Additional Shares.
|
Deutsche Telekom disclaims beneficial ownership in any Common Stock held by Project 6 and Project 9 if such Common Stock is not subject to the Proxy.
SCHEDULE 13D/A
Explanatory Note
This Amendment No. 24 (this “Amendment No. 24”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 10, 2013, (as
amended and supplemented from time to time, this “Schedule 13D”), is being filed by Deutsche Telekom AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany
(“Deutsche Telekom”), T-Mobile Global Zwischenholding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany and a direct wholly
owned subsidiary of Deutsche Telekom (“T-Mobile Global”), T-Mobile Global Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of
Germany and a direct wholly owned subsidiary of T-Mobile Global (“T-Mobile Holding”), and Deutsche Telekom Holding B.V., a limited liability company (besloten vennootschap met beperkte aansprakelijkheid)
organized under the laws of the Netherlands and a direct wholly owned subsidiary of T-Mobile Holding (“DT Holding” and, together with Deutsche Telekom, T-Mobile Global and T-Mobile Holding, the “Reporting Persons”, and each, a “Reporting Person”),
pursuant to Section 13(d) of the Exchange Act, and Rule 13d-2(a) thereunder, with respect to the shares of common stock, par value $0.00001 per share (the “Common Stock”), of T-Mobile US, Inc., a Delaware corporation (the “Issuer” or “T-Mobile”).
Except as set forth below, all Items of this Schedule 13D, as amended prior to the date hereof, are materially unchanged. Capitalized terms used in this Amendment
No. 24 and not otherwise defined shall have the respective meanings assigned to such terms in this Schedule 13D.
Deutsche Telekom disclaims beneficial ownership in any Common Stock held by Project 6 and Project 9 if such Common Stock is not subject to the Proxy.
Item 3. |
Source and Amount of Funds or Other Consideration
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This Item 3 is hereby amended and supplemented as follows:
The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference.
Item 4. |
Purpose of the Transaction
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This Item 4 is hereby amended and supplemented as follows:
The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference.
Item 5. |
Interests in Securities of the Issuer
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This Item 5 is hereby amended and supplemented as follows:
(a)-(b) The information contained in the cover pages of this Schedule 13D and the information set forth in Item 6 of this Schedule 13D is incorporated herein by
reference.
As of the date hereof, the Reporting Persons in the aggregate may be deemed to beneficially own 693,634,121 shares of Common Stock, which represent
approximately 57.6% of the shares of Common Stock outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on October 25, 2023 and giving effect to the issuance of the SoftBank Additional Shares. This
includes (i) 605,110,755 shares of Common Stock held by DT Holding, (ii) based solely on the information contained in the Schedule 13D filed by the Separately Filing Group Members, as set forth in Schedule B, an additional 88,523,366 shares of
Common Stock beneficially owned by the Separately Filing Group Members (of which 34,971,809 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom), which is calculated after taking into account the
3,566,400 shares of Common Stock not subject to the Proxy and to which SoftBank reports as holding sole voting power.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
This Item 6 is hereby amended and supplemented as follows:
Issuance of True Up Shares
On December 28, 2023, pursuant to the Letter Agreement, dated as of February 20, 2020 (the “Letter Agreement”), by and among T-Mobile, SoftBank and Deutsche Telekom,
T-Mobile issued 48,751,557 shares of Common Stock (the "SoftBank Additional Shares") to Delaware Project 9 L.L.C. (“Project 9”), a wholly owned subsidiary of SoftBank. The SoftBank Additional Shares are subject to the Proxy.
Additionally, pursuant to the Letter Agreement, Project 9 entered into a security agreement with T-Mobile, which granted a security interest in 18,000,000 SoftBank
Additional Shares for purposes of securing certain of SoftBank's and its affiliates' indemnity obligations under Section 9.4 of the Business Combination Agreement in respect of Specified Claims (as defined in the Business Combination Agreement).
Item 7. |
Material to be Filed as Exhibits
|
This Item 7 is hereby amended by adding the following exhibits:
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 02, 2024
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DEUTSCHE TELEKOM AG
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By:
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/s/ Christoph Appel
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Name:
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Christoph Appel
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Title:
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Attorney-in-fact
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T-MOBILE GLOBAL ZWISCHENHOLDING GMBH
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By:
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/s/ Christoph Appel
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Name:
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Christoph Appel
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Title:
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Attorney-in-fact
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T-MOBILE GLOBAL HOLDING GMBH
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By:
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/s/ Christoph Appel
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Name:
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Christoph Appel
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Title:
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Attorney-in-fact
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DEUTSCHE TELEKOM HOLDING B.V.
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By:
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/s/ Christoph Appel
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Name:
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Christoph Appel
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Title:
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Attorney-in-fact
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SCHEDULE B
Certain Information Regarding the
Separately Filing Group Members(1)
Separately Filing
Group Member
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Aggregate Number
(Percentage) of
Shares Beneficially
Owned(2), (3), (4)
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Number of Shares Beneficially Owned With
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Sole
Voting Power
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Shared
Voting Power
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Sole
Dispositive Power
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Shared
Dispositive Power
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SoftBank Group Corp.
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92,089,766 (7.6%)
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3,566,400
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0
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92,089,766
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0
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SoftBank Group Capital Ltd
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0 (0.0%)
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0
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0
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0
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0
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Delaware Project 6 L.L.C.
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39,771,809 (3.3%)
|
0
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0
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39,771,809
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0
|
Delaware Project 4 L.L.C.
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3,566,400 (0.3%)
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3,566,400
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0
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3,566,400
|
0
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Delaware Project 9 L.L.C.
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48,751,557 (4.0%)
|
0
|
0
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48,751,557
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0
|
(1) See the Schedule 13D/A filed on December 26, 2023 by the Separately Filing Group Members, which includes information regarding each
Separately Filing Group Member’s jurisdiction of organization, principal business, address of principal office and other information.
(2) The information shown in the table with respect to the number of shares beneficially owned by the Separately Filing Group Members is based on the number of shares of Common Stock
beneficially owned by each Separately Filing Group Member as disclosed on the Schedule 13D/A filed on December 26, 2023 by the Separately Filing Group Members.
(3) Based on the number of shares of Common Stock outstanding as of October 20, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on
October 25, 2023 and giving effect to the issuance of the SoftBank Additional Shares.
Exhibit 24.1
[Execution Version]
POWER OF ATTORNEY
Know all by these present, that the undersigned hereby constitutes and appoints Axel Lützner, Roman Zitz and Christoph Appel, any such person signing individually, as the undersigned’s true and lawful
attorneys-in-fact, solely in connection with the undersigned’s ownership, acquisition or disposition of common stock of T-Mobile US, Inc., to:
(1) execute for and on behalf of the undersigned any filings related to the undersigned’s ownership, acquisition or disposition solely of common stock of T-Mobile US, Inc. on Schedule 13D or Forms 3, 4, 5 or 144 in
accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and Rule 144 of the Securities Act of 1933;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such filings on Schedule 13D or Forms 3, 4, 5 or 144, or other form or report, or
any amendment or amendments thereto, and timely file such form with the SEC solely in connection with the undersigned’s ownership, acquisition or disposition of common stock of T-Mobile US, Inc.; and
(3) take any other action of any type in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, solely in
connection with the undersigned’s ownership, acquisition or disposition of T-Mobile US, Inc., it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.
The undersigned hereby grants to such attorneys-in-fact, any such person signing individually, solely in connection with the undersigned’s ownership, acquisition or disposition of common stock of T-Mobile US, Inc.,
full power and authority to do and perform any and every act and thing requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, hereby ratifying and confirming that all such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that none of
the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is assuming any of the undersigned’s responsibilities to comply with Sections 13(d) or 16(a) of the Securities Exchange Act of 1934, Rule 144 of the
Securities Act of 1933 or any other rule or regulation of the SEC.
With respect to the internal relationship between the undersigned and each attorney-in-fact, the undersigned undertakes to indemnify and hold harmless each attorney-in-fact from and against all costs, expenses, claims,
obligations, any damage and any liability of whatever kind incurred by, or asserted against, such attorney-in-fact under or in connection with the agreed upon exercise of any rights granted under this Power of Attorney.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Forms 3, 4, 5 and 144 with respect to the undersigned’s holdings of and transactions in
T-Mobile US, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
[signature page follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of November, 2023.
DEUTSCHE TELEKOM AG
Signature: |
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/s/ Dr. Uli Kühbacher
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Print Name: |
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Title: |
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VP DT Legal |
Signature: |
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/s/ Dr. Ulrich Zwach |
Print Name: |
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Title: |
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VP DT Legal
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[Signature Page to Power of Attorney]
Exhibit 24.2
[Execution Version]
POWER OF ATTORNEY
Know all by these present, that the undersigned hereby constitutes and appoints Axel Lützner, Roman Zitz and Christoph Appel, any such person signing individually, as the undersigned’s true and lawful
attorneys-in-fact, solely in connection with the undersigned’s ownership, acquisition or disposition of common stock of T-Mobile US, Inc., to:
(1) execute for and on behalf of the undersigned any filings related to the undersigned’s ownership, acquisition or disposition solely of common stock of T-Mobile US, Inc. on Schedule 13D or Forms 3, 4, 5 or 144 in
accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and Rule 144 of the Securities Act of 1933;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such filings on Schedule 13D or Forms 3, 4, 5 or 144, or other form or report, or
any amendment or amendments thereto, and timely file such form with the SEC solely in connection with the undersigned’s ownership, acquisition or disposition of common stock of T-Mobile US, Inc.; and
(3) take any other action of any type in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, solely in
connection with the undersigned’s ownership, acquisition or disposition of T-Mobile US, Inc., it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.
The undersigned hereby grants to such attorneys-in-fact, any such person signing individually, solely in connection with the undersigned’s ownership, acquisition or disposition of common stock of T-Mobile US, Inc.,
full power and authority to do and perform any and every act and thing requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, hereby ratifying and confirming that all such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that none of
the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is assuming any of the undersigned’s responsibilities to comply with Sections 13(d) or 16(a) of the Securities Exchange Act of 1934, Rule 144 of the
Securities Act of 1933 or any other rule or regulation of the SEC.
With respect to the internal relationship between the undersigned and each attorney-in-fact, the undersigned undertakes to indemnify and hold harmless each attorney-in-fact from and against all costs, expenses, claims,
obligations, any damage and any liability of whatever kind incurred by, or asserted against, such attorney-in-fact under or in connection with the agreed upon exercise of any rights granted under this Power of Attorney.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Forms 3, 4, 5 and 144 with respect to the undersigned’s holdings of and transactions in
T-Mobile US, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
[signature page follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of November, 2023.
T-MOBILE GLOBAL ZWISCHENHOLDING GMBH
Signature: |
|
/s/ Dr. Christian Dorenkamp
|
Print Name: |
|
Dr. Christian Dorenkamp
|
Title: |
|
Managing Director |
Signature: |
|
/s/ Remigius Lalik |
Print Name: |
|
Remigius Lalik
|
Title: |
|
Managing Director |
[Signature Page to Power of Attorney]
Exhibit 24.3
[Execution Version]
POWER OF ATTORNEY
Know all by these present, that the undersigned hereby constitutes and appoints Axel Lützner, Roman Zitz and Christoph Appel, any such person signing individually, as the undersigned’s true and lawful
attorneys-in-fact, solely in connection with the undersigned’s ownership, acquisition or disposition of common stock of T-Mobile US, Inc., to:
(1) execute for and on behalf of the undersigned any filings related to the undersigned’s ownership, acquisition or disposition solely of common stock of T-Mobile US, Inc. on Schedule 13D or Forms 3, 4, 5 or 144 in
accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and Rule 144 of the Securities Act of 1933;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such filings on Schedule 13D or Forms 3, 4, 5 or 144, or other form or report, or
any amendment or amendments thereto, and timely file such form with the SEC solely in connection with the undersigned’s ownership, acquisition or disposition of common stock of T-Mobile US, Inc.; and
(3) take any other action of any type in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, solely in
connection with the undersigned’s ownership, acquisition or disposition of T-Mobile US, Inc., it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.
The undersigned hereby grants to such attorneys-in-fact, any such person signing individually, solely in connection with the undersigned’s ownership, acquisition or disposition of common stock of T-Mobile US, Inc.,
full power and authority to do and perform any and every act and thing requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, hereby ratifying and confirming that all such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that none of
the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is assuming any of the undersigned’s responsibilities to comply with Sections 13(d) or 16(a) of the Securities Exchange Act of 1934, Rule 144 of the
Securities Act of 1933 or any other rule or regulation of the SEC.
With respect to the internal relationship between the undersigned and each attorney-in-fact, the undersigned undertakes to indemnify and hold harmless each attorney-in-fact from and against all costs, expenses, claims,
obligations, any damage and any liability of whatever kind incurred by, or asserted against, such attorney-in-fact under or in connection with the agreed upon exercise of any rights granted under this Power of Attorney.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Forms 3, 4, 5 and 144 with respect to the undersigned’s holdings of and transactions in
T-Mobile US, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
[signature page follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of November, 2023.
T-MOBILE GLOBAL HOLDING GMBH
Signature: |
|
/s/ Alexander Fleitling |
Print Name: |
|
Alexander Fleitling |
Title: |
|
Managing Director |
Signature: |
|
/s/ Frank Schmidt |
Print Name: |
|
Frank Schmidt |
Title: |
|
Managing Director |
Exhibit 24.4
[Execution Version]
POWER OF ATTORNEY
Know all by these present, that the undersigned hereby constitutes and appoints Jan Willem Hesselink, Frans Roose, Roman Zitz, Axel Liitzner and Christoph Appel, any such person signing individually, as the
undersigned's true and lawful attorneys-in-fact, solely in connection with the undersigned's ownership, acquisition or disposition of common stock of T-Mobile US, Inc., to:
(1) execute for and on behalf of the undersigned any filings related to the undersigned's ownership, acquisition or disposition solely of common stock of T-Mobile US, Inc. on Schedule 13D
or Forms 3, 4, 5 or 144 in accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and Rule 144 of the Securities Act of 1933;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such filings on Schedule 13D or Forms 3, 4, 5 or
144, or other form or report, or any amendment or amendments thereto, and timely file such form with the SEC solely in connection with the undersigned's ownership, acquisition or disposition of common stock of T-Mobile US, Inc.; and
(3) take any other action of any type in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required
by, the undersigned, solely in connection with the undersigned's ownership, acquisition or disposition of T-Mobile US, Inc., it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact, any such person signing individually, solely in connection with the undersigned's ownership, acquisition or disposition of common stock of T-Mobile
US, Inc., full power and authority to do and perform any and every act and thing requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and confirming that all such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that
none of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is assuming any of the undersigned's responsibilities to comply with Sections 13(d) or 16(a) of the Securities Exchange Act of 1934, Rule 144 of
the Securities Act of 1933 or any other rule or regulation of the SEC.
With respect to the internal relationship between the undersigned and each attorney-in-fact, the undersigned undertakes to indemnify and hold harmless each attorney-in-fact from and against all costs,
expenses, claims, obligations, any damage and any liability of whatever kind incurred by, or asserted against, such attorney-in-fact under or in connection with the agreed upon exercise of any rights granted under this Power of Attorney.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of and
transactions in T-Mobile US, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
[signature page follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of November, 2023.
DEUTSCHE TELEKOM HOLDING B.V.
Signature: |
|
/s/ F.C.W. Roose
|
Print Name: |
|
F.C.W. Roose |
Title: |
|
Managing Director |
Signature: |
|
/s/ J.W. Hesselink |
Print Name: |
|
J.W. Hesselink
|
Title: |
|
Managing Director |
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