Sec Form 13D Filing - DEUTSCHE TELEKOM AG filing for T-Mobile US Inc. (TMUS) - 2021-09-16

 

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1	NAME OF REPORTING PERSON
	Deutsche Telekom AG IRS identification number not applicable.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Federal Republic of Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER*
			649,882,564
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER**
			538,590,941
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
	649,882,564
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
	52.1%
14	TYPE OF REPORTING PERSON
	CO

*	Consists of the sum of (i) 538,590,941 shares of Common Stock held by Deutsche Telekom Holding B.V. (“DT Holding”), (ii) 106,291,623 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, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile L.L.C. (“Claure Mobile”), and subject to the Claure Proxy. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons, the Separately Filing Group Members (which shall be defined to include only the persons referred to as Separately Filing Group Members in Schedule B attached to this Amendment No. 16 to this Schedule 13D), Raul Marcelo Claure and Claure Mobile (Raul Marcelo Claure and Claure Mobile, together, the “Claure Parties”).
**	Consists of 538,590,941 shares of Common Stock held by DT Holding.
***	Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy (of which 101,491,623 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom), and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons, the Separately Filing Group Members and the Claure Parties.
****	Based on the number of shares of Common Stock outstanding as of July 28, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on August 3, 2021.

1	NAME OF REPORTING PERSON
	Deutsche Telekom Holding B.V. IRS identification number not applicable.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER*
			649,882,564
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER**
			538,590,941
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON***
	649,882,564
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)****
	52.1%
14	TYPE OF REPORTING PERSON
	CO

*	Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Project 6, and subject to the Proxy, as of October 6, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile, and subject to the Claure Proxy, as of October 6, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons, the Separately Filing Group Members and the Claure Parties.
**	Consists of 538,590,941 shares of Common Stock held by DT Holding.
***	Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 106,291,623 shares of Common Stock held by Project 6 and subject to the Proxy (of which 101,491,623 of such shares of Common Stock are subject to call options granted by Project 6 to Deutsche Telekom), as of October 6, 2020, and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy, as of October 6, 2020. The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons, the Separately Filing Group Members and the Claure Parties.
****	Based on the number of shares of Common Stock outstanding as of July 28, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on August 3, 2021.

CUSIP No. 872590104

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On September 8, 2021, Project 6 entered into a Bridge Margin Loan Agreement (as amended from time to time, the “Bridge Margin Loan Agreement”) with the lenders party thereto (collectively, the “Bridge Margin Lenders”), JPMorgan Chase Bank, N.A., London Branch, as Facility Agent (the “Bridge Facility Agent”) and Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., London Branch, as Joint Calculation Agents, pursuant to which Project 6 pledged to the Bridge Margin Lenders approximately 45,366,669 shares of Common Stock (the “Bridge Pledged TMUS Shares”) and any proceeds thereof to secure its obligations thereunder.

On September 8, 2021, Project 6 entered into master confirmations in respect of variable prepaid forward sale contracts (the “Forward Contracts”) with unaffiliated dealers (the “Dealers”) covering up to 17,935,000 shares of Common Stock. Project 6 pledged shares of Common Stock (the “Pledged VPF Shares”) to secure its obligations under the Forward Contracts. As set forth in the 2021 Master Framework Agreement (as disclosed in Amendment No. 15 to the Schedule 13D filed with the Commission on September 7, 2021) the Pledged VPF Shares are subject to the proxy granted to Deutsche Telekom pursuant to the Proxy Agreement and Deutsche Telekom will (i) continue to have the right to direct the vote of the Pledged VPF Shares (in addition to the Pledged TMUS Shares and the Bridge Pledged TMUS Shares) and (ii) such Pledged VPF Shares will continue to be subject to the terms of the remaining floating options under the SB-DT Call Option.

On September 15, 2021, Project 6 satisfied the conditions for closing under each of the Term Margin Loan Agreement and the Bridge Margin Loan Agreement.

On September 15, 2021, Project 6, Deutsche Telekom, the Term Facility Agent, the Bridge Facility Agent, the Margin Lenders, and the Bridge Margin Lenders entered into an Intercreditor Agreement (the “Margin Loan Intercreditor Agreement”) setting forth certain agreements between the parties thereto with respect to the Pledged TMUS Shares and Bridge Pledged TMUS Shares.  Among other things, and in accordance with the Proxy Agreement, the Margin Loan Intercreditor Agreement provides that, subject to certain exceptions and requirements, in the event of a margin call or acceleration under the Term Margin Loan Agreement or the Bridge Margin Loan Agreement, Deutsche Telekom shall have the right to purchase all or any portion of the Pledged TMUS Shares or Bridge Pledged TMUS Shares, as applicable, then constituting collateral under the Term Margin Loan Agreement or the Bridge Margin Loan Agreement (the “DT ROFR”), at a price per Pledged TMUS Share or Bridge Pledged TMUS Share equal to the closing sale price per Pledged TMUS Share or Bridge Pledged TMUS Share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) as reported in composite transactions for The NASDAQ Global Select Market (“NASDAQ”) on the day on which NASDAQ is open for trading for its regular session immediately preceding the date of delivery of Deutsche Telekom’s commitment to exercise the DT ROFR.

              On September 15, 2021, Project 6, Deutsche Telekom, and the Dealers entered into an Intercreditor Agreement (the “VPF Intercreditor Agreement”) setting forth certain agreements between the parties thereto with respect to the Pledged VPF Shares.  Among other things, and in accordance with the Proxy Agreement, the VPF Intercreditor Agreement sets forth the conditions under which Deutsche Telekom may exercise its rights to purchase shares of Common Stock under the Replacement SB-Newco Call Option and the SB-DT Call Option and grants Deutsche Telekom a right of first refusal with respect to the Pledged VPF Shares if certain events of default or termination events were to occur under the Forward Contracts.  The terms of the VPF Intercreditor Agreement relating to Deutsche Telekom’s purchase rights are substantially similar to the DT ROFR in the Margin Loan Intercreditor Agreement.

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Contingent Floating Rate Options

On September 15, 2021, Project 6, as grantor, and Deutsche Telekom as optionholder, entered into two contingent floating rate option agreements relating to the Term Margin Loan Agreement and Bridge Margin Loan Agreement, respectively (collectively, the “Margin Loan Contingent Floating Rate Options”).  The Margin Loan Contingent Floating Rate Options provide Deutsche Telekom with rights to acquire any remaining Pledged TMUS Shares, Bridge Pledged TMUS Shares and Other Collateral that Project 6 has pledged to the Margin Lenders and Bridge Margin Lenders under the Term Margin Loan Agreement and Bridge Margin Loan Agreement following the exercise of the DT ROFR.  The total aggregate value of Pledged TMUS Shares, Bridge Pledged TMUS Shares, Other Collateral and Bridge Other Collateral that Deutsche Telekom is entitled to purchase under the Margin Loan Contingent Floating Rate Options will in each case be proportional to the portion of obligations under the Term Margin Loan Agreement or Bridge Margin Loan Agreement, as the case may be, that can be repaid with the proceeds received from Deutsche Telekom’s purchase of any Pledged TMUS Shares or Bridge Pledged TMUS Shares pursuant to the DT ROFR (the “ROFR Shares”).   The number of Pledged TMUS Shares, Bridge Pledged TMUS Shares and amount of Other Collateral and Bridge Other Collateral that are subject to the Margin Loan Contingent Floating Rate Options will be reduced by any Pledged TMUS Shares, Bridge Pledged TMUS Shares, Other Collateral or Bridge Other Collateral that are transferred or otherwise disposed of as a result of a foreclosure by the Margin Lenders or Bridge Margin Lenders, as applicable, under the Term Margin Loan Agreement or Bridge Margin Loan Agreement.  Under the terms of the Contingent Floating Rate Option Agreements, Deutsche Telekom may elect to receive additional Pledged TMUS Shares or Bridge Pledged TMUS Shares (if any remain) in lieu of any Other Collateral or Bridge Other Collateral with an equivalent value.

The Margin Loan Contingent Floating Rate Options may be exercised by Deutsche Telekom at any time following the purchase of any ROFR Shares up to the date that is two business days after the later of (i) the date on which all obligations under the Term Margin Loan Agreement and Bridge Margin Loan Agreement are discharged in full and (ii) the date on which all of the collateral under the Term Margin Loan Agreement and Bridge Margin Loan Agreement is released by the Margin Lenders and Bridge Margin Lenders.  The Margin Loan Contingent Floating Rate Options may only be exercised once, in full.  Deutsche Telekom may not exercise its rights under either Margin Loan Contingent Floating Rate Option unless all of Project 6’s obligations under the Term Margin Loan Agreement and Bridge Margin Loan Agreement have been discharged in full.  If an event of default occurs under the Forward Contracts, Deutsche Telekom may not exercise its rights under either Margin Loan Contingent Floating Rate Option unless all of Project 6’s obligations under the Term Margin Loan Agreement, Bridge Margin Loan Agreement and Forward Contracts have been discharged in full.

The Margin Loan Contingent Floating Rate Options can be exercised at an exercise price per share of Common Stock equal to (i) the excess (if any) of (x) the price paid by Deutsche Telekom to purchase any ROFR Shares over (y) the aggregate value of ordinary shares of Alibaba Group Holding Limited pledged as Other Collateral or Bridge Other Collateral to the Margin Lenders or Bridge Margin Lenders under the Term Margin Loan Agreement or Bridge Margin Loan Agreement, as applicable, determined by the average of the daily volume weighted average price per share of such ordinary shares on the principal U.S. national securities exchange on which such shares are listed for trading as reported on Bloomberg L.P. page “BABA US Equity AQR” (or any successor page thereto) or, if not available, by another authoritative sou rce mutually agreed by Project 6 and Deutsche Telekom, in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on a day on which the relevant securities exchange is open for trading (a “Trading Day”), for each of the two consecutive Trading Days immediately preceding the date on which Deutsche Telekom delivers the purchase price for any ROFR Shares, divided by (ii) the aggregate number of shares of Common Stock that Deutsche Telekom is entitled to purchase pursuant to the Margin Loan Contingent Floating Rate Options.

Deutsche Telekom is only entitled to transfer its rights under the Margin Loan Contingent Floating Rate Options to a wholly-owned subsidiary.  Any other pledge, transfer or assignment of rights and obligations requires the consent of both parties to the Margin Loan Contingent Floating Rate Options.

              Also on September 15, 2021, Project 6 and Deutsche Telekom entered into a contingent floating rate option agreement relating to the Forward Contracts (the “Forward Contract Contingent Floating Rate Option”).  The terms of the Forward Contract Contingent Floating Rate Option relating to the Forward Contracts are substantially similar to the Margin Loan Contingent Floating Rate Options described above, except that the exercise price per share of Common Stock under the Forward Contract Contingent Floating Rate Option is equal to (i) the price paid by Deutsche Telekom to purchase any ROFR Shares divided by (ii) the aggregate number of shares of Common Stock that Deutsche Telekom is entitled to purchase pursuant to the Forward Contract Contingent Floating Rate Option. If an event of default occurs under the Forward Contracts, Deutsche Telekom may not exercise its rights under the Forward Contract Contingent Floating Rate Option unless all of Project 6’s obligations under the Term Margin Loan Agreement, Bridge Margin Loan Agreement and Forward Contracts have been discharged in full.

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T-Mobile Global Holding GmbH
By:	/s/ Franco Musone Crispino
	Name:	Franco Musone Crispino
	Title:	Managing Director
By:	/s/ Michaela Klitsch
	Name:	Michaela Klitsch
	Title:	Managing Director