T-Mobile US, Inc. — Major Shareholding Notification 2013

Nov 26, 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

T-Mobile US, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872590104

(CUSIP Number)

Guillaume Maisondieu

Senior Vice President

(Chief Accounting Officer)

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)

November 20, 2013

(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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP No. 872590104

| 1 | NAME OF
REPORTING PERSON T-Mobile Global Holding GmbH IRS identification number: 98-0470438 | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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: 535,286,077 |
| | 8 | SHARED VOTING POWER: 0 |
| | 9 | SOLE DISPOSITIVE POWER: 535,286,077 |
| | 10 | SHARED DISPOSITIVE POWER: 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535,286,077 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 66.8% | |
| 14 | TYPE OF REPORTING PERSON CO | |

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CUSIP No. 872590104

| 1 | NAME OF
REPORTING PERSON T-Mobile Global Zwischenholding GmbH IRS identification number not applicable. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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: 535,286,077 |
| | 8 | SHARED VOTING POWER: 0 |
| | 9 | SOLE DISPOSITIVE POWER: 535,286,077 |
| | 10 | SHARED DISPOSITIVE POWER: 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535,286,077 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 66.8% | |
| 14 | TYPE OF REPORTING PERSON CO | |

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CUSIP No. 872590104

| 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) x | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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: 535,286,077 |
| | 8 | SHARED VOTING POWER: 0 |
| | 9 | SOLE DISPOSITIVE POWER: 535,286,077 |
| | 10 | SHARED DISPOSITIVE POWER: 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535,286,077 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 66.8% | |
| 14 | TYPE OF REPORTING PERSON CO | |

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SCHEDULE 13D/A

Explanatory Note

The purpose of this Amendment No. 1 (this “Amendment No. 1) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 10, 2013 (the “Original Schedule 13D”) is to report a decrease in the percentage of the shares of common stock, par value $0.00001 per share (the “Common Stock”) of T-Mobile US, Inc., a Delaware corporation (the “Issuer”) beneficially owned by the Reporting Persons, solely due to the change in the number of the Issuer’s outstanding shares of Common Stock as a result of the issuance and sale of 72,765,000 shares of Common Stock by the Issuer pursuant to a registered public offering of the Issuer’s Common Stock that closed on November 20, 2013 (the “Equity Offering”). Except as set forth below, all Items of the Original Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 1 and not otherwise defined shall have the respective meanings assigned to such terms in the Original Schedule 13D.

ITEM 4. Purpose of Transaction

The following paragraph is added to Item 4 after the first paragraph.

As a result of the Equity Offering, the 535,286,077 shares of Common Stock beneficially owned by the Reporting Persons represent approximately 66.8% of the fully diluted shares of Common Stock outstanding immediately following the closing of the Equity Offering.

ITEM 5. Interest in Securities of the Issuer

Sections (a)-(b) and (c) of Item 5 are amended and restated as follows:

(a)-(b) The information contained in the cover pages to this Amendment No.1 and the information set forth or incorporated in Items 2, 3, 4 and 6 thereof are incorporated herein by reference. As of November 20, 2013, the Issuer had outstanding 801,461,706 shares of Common Stock, after giving effect to the Equity Offering. Based on the foregoing, the 535,286,077 shares of Common Stock represent approximately 66.8% of the fully diluted shares of Common Stock outstanding immediately following the closing of the Equity Offering.

(c) Except as set forth in the Original Schedule 13D and this Amendment No. 1, to the best knowledge of the Reporting Persons, none of the Reporting Persons has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any Common Stock.

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

The following paragraph is added to Item 6 at the end of the section “Deutsche Telekom Notes”:

On October 16, 2013, pursuant to an underwriting agreement dated October 8, 2013 among the Issuer, T-Mobile USA, certain subsidiaries of T-Mobile USA, Deutsche Telekom and Deutsche Bank Securities Inc., Deutsche Telekom completed a secondary public offering of $5.6 billion aggregate principal amount of the DT Notes, in the following amounts and series: $1,250,000,000 of 6.464% Senior Notes due 2019, $1,250,000,000 of 6.542% Senior Notes due 2020, $1,250,000,000 of 6.633% Senior Notes due 2021, $1,250,000,000 of 6.731% Senior Notes due 2022 and $600,000,000 of 6.836% Senior Notes due 2023. As of the date hereof, Deutsche Telekom continues to own the following amounts of DT Notes:

• Senior Reset Notes due 2019 in an aggregate principal amount of $1.25 billion;

• Senior Reset Notes due 2020 in an aggregate principal amount of $1.25 billion;

• Senior Reset Notes due 2021 in an aggregate principal amount of $1.25 billion;

• Senior Reset Notes due 2022 in an aggregate principal amount of $1.25 billion; and

• Senior Reset Notes due 2023 in an aggregate principal amount of $600 million.

The following paragraph is added to Item 6 at the end of the section “Revolving Credit Facility”:

On November 15, 2013, the Credit Facility was amended to change the required debt to cash flow ratio to 5.00 to 1.00 (for fiscal periods ending on or prior to December 31, 2013), 4.50 to 1.00 (for fiscal periods ending after December 31, 2013 and on or prior to December 31, 2014) and 4.00 to 1.00 (for fiscal periods ending after December 31, 2014). The foregoing description is not complete and is qualified in its entirety by reference to the full and complete terms of the amendment, which is attached as Exhibit 22 hereto and incorporated by reference herein.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby supplemented with the following:

Exhibit No.	Description of Exhibit
22.	Amendment No. 1, dated as of November 15, 2013, to the Credit Agreement, dated May 1, 2013, among T-Mobile US, Inc., T-Mobile USA, Inc., each of the Subsidiaries signatory thereto, Deutsche Telekom AG and the other lenders party
thereto from time to time, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed on November 20, 2013).

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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: November 25, 2013

Deutsche Telekom AG — By:	/s/ Guillaume Maisondieu
	Name:	Guillaume Maisondieu
	Title:	Senior Vice President Group Accounting and Customer Finance
By:	/s/ Axel Lützner
	Name:	Axel Lützner
	Title:	Vice President Legal
T-Mobile Global Zwischenholding GmbH
By:	/s/ Roman Zitz
	Name:	Roman Zitz
	Title:	Managing Director
By:	/s/ Helmut Becker
	Name:	Helmut Becker
	Title:	Managing Director
T-Mobile Global Holding GmbH
By:	/s/ Uli Kuehbacher
	Name:	Uli Kuehbacher
	Title:	Managing Director
By:	/s/ Franco Musone Crispino
	Name:	Franco Musone Crispino
	Title:	Managing Director

SCHEDULE A-3

Directors and Executive Officers of Deutsche Telekom AG

Table II of Schedule A-3 is amended and restated as follows:

II. Supervisory Board

Name	Business Address	Present Principal Occupation
Sari Baldauf	Keilaniementie 1 Espoo, Finland 02150	Chairwoman of the Board of Directors of Fortum
Oyj, Espoo, Finland
Dr. Wulf H. Bernotat	Hamborner Str. 53 Düsseldorf, Germany
40472	Former Chairman of the Board of Management E.ON AG, Dusseldorf
Dr. Hans Bernhard Beus	Wilhelmstraße 97 Berlin, Germany
10117	State Secretary, Federal Ministry of Finance, Berlin
Monika Brandl	Friedrich-Ebert-Allee 140 Bonn, Germany
53113	Chairwoman of the Central Works Council at Group Headquarters/GHS, Deutsche Telekom AG, Bonn
Dr. Hubertus von Grünberg	Vahrenwalder Str. 9 Hannover, Germany
30165	Chairman of the Board of Directors of ABB Ltd., Zurich, Switzerland
Klaus-Dieter Hanas	Hamborner Str. 53 Düsseldorf, Germany
40472	Chairman of the Works Council Deutsche Telekom Kundenservice GmbH, Region Middle-East, Bonn
Lothar Holzwarth	Nauheimer Str. 98 Stuttgart, Germany
70372	Chairman of the works council of Telekom Deutschland GmbH, Bonn
Sylvia Hauke	Friedrich-Ebert-Allee 140 Bonn, Germany
53113	Member of the Central Works Committee of the Central Works Council of Telekom Deutschland GmbH, Bonn
Hans-Jürgen Kallmeier	Palmengartenstr. 5-9 Frankfurt, Germany
60325	Chairman of the Central Works Council T-Systems International GmbH, Frankfurt
Dagmar P. Kollmann	Grinzinger Allee 50-52 Vienna, Austria
1190	Entrepreneur and former CEO of Morgan Stanley Bank AG, Frankfurt on the Main
Petra Steffi Kreusel	Palmengartenstr. 5-9 Frankfurt, Germany
60325	Head of TC Steering Order & Complaints
Management der T-Systems International GmbH, Frankfurt

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| Prof. Dr. Ulrich Lehner | Henkelstraße 67 Düsseldorf, Germany
40589 | Member of the Shareholders’ Committee Henkel AG & Co. KGaA, Dusseldorf; Chairman of the Supervisory Board Deutsche Telekom AG, Bonn |
| --- | --- | --- |
| Waltraud Litzenberger | Friedrich-Ebert-Allee 140 Bonn, Germany
53113 | Chairwoman of the Group Works Council Deutsche Telekom AG, Bonn |
| Dr. Ulrich Schröder | Palmengartenstr. 5-9 Frankfurt, Germany
60325 | Chairman of the Managing Board KfW, Frankfurt on the Main |
| Lothar Schröder | Paula-Thiede-Ufer 10 Berlin, Germany
10179 | Member of the ver.di National Executive Board, Berlin; Deputy Chairman of the Supervisory Board Deutsche Telekom AG, Bonn |
| Michael Sommer | Henriette-Herz-Platz 2 Berlin, Germany
10178 | Chairman of the German Confederation of Trade Unions (DGB), Berlin |
| Sibylle Spoo | Friedrich-Ebert-Allee 140 Bonn, Germany
53113 | Lawyer, Trade Union Secretary at the ver.di Federal Administration, Berlin |
| Dr. h.c. Bernhard Walter | Jürgen-Ponto-Platz 1 Frankfurt, Germany
60329 | Former Chairman of the Board of Managing Directors, Dresdner Bank AG, Frankfurt |
| Lars Hinrichs | Gänsemarkt 43 Hamburg, Germany
20354 | CEO Cinco Capital GmbH, Hamburg |
| Karl-Heinz Streibich | Uhlandstr. 12 Darmstadt, Germany 64297 | CEO Software AG, Darmstadt |

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