Sec Form 13D Filing - SoftBank Group Capital Ltd filing for T-Mobile US Inc. (TMUS) - 2023-12-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

T-Mobile US, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872590104

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 22, 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. ☐

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 (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).

CUSIP No. 872590104

(The terms used above are defined in the Explanatory Note and in Items 1, 2 ,4 and 6 of this Schedule 13D).

CUSIP No. 872590104

(The terms used above are defined in the Explanatory Note and in Items 1, 2, 4 and 6 of the Schedule 13D).

CUSIP No. 872590104

(The terms used above are defined in the Explanatory Note and in Items 1, 2, 4 and 6 of this Schedule 13D).

CUSIP No. 872590104

(The terms used above are defined in the Explanatory Note and in Items 1, 2, 4 and 6 of this Schedule 13D).

(The terms used above are defined in the Explanatory Note and in Items 1, 2, 4 and 6 of the Schedule 13D).

EXPLANATORY NOTE

This Amendment No. 14 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 2, 2020, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed with the Commission on June 15, 2020, Amendment No. 2 to the Schedule 13D filed with the Commission on June 25, 2020, Amendment No. 3 to the Schedule 13D filed with the Commission on June 26, 2020, Amendment No. 4 to the Schedule 13D filed with the Commission on July 30, 2020, Amendment No. 5 to the Schedule 13D filed with the Commission on October 6, 2020, Amendment No. 6 to the Schedule 13D filed with the Commission on September 7, 2021, Amendment No. 7 to the Schedule 13D filed with the Commission on September 9, 2021, Amendment No. 8 to the Schedule 13D filed with the Commission on September 16, 2021, Amendment No. 9 to the Schedule 13D filed with the Commission on September 28, 2021, Amendment No. 10 to the Schedule 13D filed with the Commission on February 4, 2022, Amendment No. 11 to the Schedule 13D filed with the Commission on March 29, 2022, Amendment No. 12 to the Schedule 13D filed with the Commission on April 13, 2022 and Amendment No. 13 to the Schedule 13D filed with the Commission on June 6, 2023 (as amended and supplemented, this “Schedule 13D”), is being filed on behalf of SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank”), its wholly owned subsidiary SoftBank Group Capital Ltd, a private limited company incorporated in England and Wales (“SBGC”), SoftBank’s wholly owned subsidiary Delaware Project 6 L.L.C., a Delaware limited liability company (“Project 6 LLC”) SoftBank’s wholly owned subsidiary, Delaware Project 4 L.L.C., a Delaware limited liability company (“Project 4 LLC”) and SoftBank’s wholly owned subsidiary, Delaware Project 9, L.L.C. a Delaware limited liability company (“Project 9 LLC,” and together with SoftBank, SBGC, Project 6 LLC and Project 4 LLC, the “Reporting Persons”), with respect to the common stock of T-Mobile US, Inc., a Delaware corporation (“T-Mobile” or the “Issuer”), par value $0.00001 per share (the “Common Stock”).

Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in this Schedule 13D.

Item 2. Identity and Background.

This Item 2 is supplemented by stating that Appendix A-1 and Appendix A-5 are incorporated herein by reference.

Appendix A-1, Appendix A-2, Appendix A-3 and Appendix A-4 each have been amended to reflect a change in executive officers and directors (or managers, as applicable) of SoftBank, SBGC, Project 6 LLC and Project 4 LLC and Appendix A-5 includes the board of managers of Project 9 LLC. During the last five years, none of the Reporting Persons nor, to the best of each Reporting Person’s knowledge, any person on Appendix A-1, Appendix A-2, Appendix A-3 and Appendix A-4 or Appendix A-5 has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such Reporting Person or person is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to include the following:

As previously disclosed in this Schedule 13D, pursuant to the Letter Agreement, dated as of February 20, 2020 (the “Letter Agreement”), by and among T-Mobile, SoftBank and Deutsche Telekom, SBGC surrendered to T-Mobile, for no additional consideration, an aggregate of 48,751,557 shares (the “SoftBank Specified Shares Amount”) of Common Stock.

The Letter Agreement provided that if the trailing 45-day volume-weighted average price per share of T-Mobile Common Stock on NASDAQ is equal to or greater than $150.00 (as adjusted as provided in the Letter Agreement) at any time during the period commencing on the second anniversary of the Closing Date (i.e. April 1, 2022) and ending on December 31, 2025 (the “Additional Shares Issuance Condition”), T-Mobile would issue to SoftBank, for no additional consideration, a number of shares of Common Stock equal to the SoftBank Specified Shares Amount (the “Additional Shares”), subject to the terms and conditions set forth in the Letter Agreement.

On December 22, 2023, the Additional Shares Issuance Condition was satisfied and pursuant to a notice delivered by SoftBank to T-Mobile, SoftBank and Project 9 LLC, as SoftBank’s wholly owned subsidiary, acquired the right to receive the Additional Shares and therefore “beneficial ownership” of the Additional Shares as determined pursuant Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder. The Reporting Persons have been informed by T-Mobile that it intends to issue the Additional Shares to Project 9 LLC promptly, in accordance with the terms and conditions set forth in the Letter Agreement.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended to include the following:

(a)-(b) The information contained in the cover pages of this Schedule 13D is incorporated herein by reference. Project 4 LLC beneficially owns 3,566,400 shares of Common Stock, which represents less than 1% of the 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 Additional Shares. Project 6 LLC beneficially owns 39,771,809 shares of Common Stock, which represents approximately 3.30% of the 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 Additional Shares. As set forth in Item 4 above Project 9 LLC has acquired beneficial ownership of 48,751,557 shares of Common Stock, which represents approximately 4.05% of the 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 Additional Shares. The shares of Common Stock beneficially owned by Project 6 LLC and Project 9 LLC are (or will be) subject to the Proxy Agreement. 34,971,809 of shares of Common Stock beneficially owned by Project 6 LLC are subject to the Call Options. Project 4 LLC, Project 6 LLC and Project 9 LLC are wholly owned subsidiaries of SoftBank. As a result, SoftBank may be deemed to beneficially own the shares of Common Stock beneficially owned by Project 4 LLC, Project 6 LLC and Project 9 LLC. The Reporting Persons therefore beneficially own an aggregate of 92,089,766 shares of Common Stock, which represents approximately 7.64% of the 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 Additional Shares.

(c) The information contained in Item 4 of this Schedule 13D is herein incorporated by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented to include the following:

In accordance with the terms and conditions set forth in the Letter Agreement, Project 9 LLC will enter into a security agreement with T-Mobile which will grant a security interest in 18,000,000 Additional Shares for the purposes of securing certain of SoftBank’s and its affiliates’ indemnity obligations pursuant to 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.

29 Joint Filing Agreement, dated as of December 26, 2023, by and between SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 6 L.L.C., Delaware Project 4 L.L.C. and Delaware Project 9 L.L.C.

SIGNATURES

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: December 26, 2023

APPENDIX A-1

EXECUTIVE OFFICERS AND DIRECTORS

OF

SOFTBANK GROUP CORP.

Set forth below is a list of each executive officer and director of SoftBank Group Corp. setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

APPENDIX A-2

EXECUTIVE OFFICERS

AND DIRECTORS OF

SOFTBANK GROUP

CAPITAL LTD

Set forth below is a list of each executive officer and director of SoftBank Group Capital Ltd setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

APPENDIX A-3

EXECUTIVE OFFICERS AND DIRECTORS

OF

DELAWARE PROJECT 6 L.L.C.

Set forth below is a list of each executive officer and manager of Delaware Project 6 L.L.C., setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

APPENDIX A-4

EXECUTIVE OFFICERS AND DIRECTORS

OF

DELAWARE PROJECT 4 L.L.C.

Set forth below is a list of each executive officer and manager of Delaware Project 4 L.L.C., setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

APPENDIX A-5

EXECUTIVE OFFICERS AND DIRECTORS

OF

DELAWARE PROJECT 9 L.L.C.

Set forth below is a list of each executive officer and manager of Delaware Project 9 L.L.C., setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.