Item 7.01 Regulation FD Disclosure.
On March 16, 2020, G. Michael Sievert, President and Chief Operating Officer of
T-Mobile US, Inc. ("T-Mobile") sent an email to T-Mobile employees regarding
on-going business operations and how the company is supporting its customers and
protecting the safety of its employees from coronavirus disease 2019 (COVID-19),
a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The information contained in Item 7.01 and the exhibit attached hereto, 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, nor shall they be deemed 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.
The information contained in Item 7.01 and the exhibit includes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical fact, including
information concerning T-Mobile's response to COVID-19, are forward-looking
statements. These forward-looking statements are generally identified by the
words "anticipate", "believe", "estimate", "expect", "intend", "may", "could" or
similar expressions. Forward-looking statements are based on current
expectations and assumptions, which are subject to risks and uncertainties and
may cause actual results to differ materially from the forward-looking
statements. Important factors that could affect future results and cause those
results to differ materially from those expressed in the forward-looking
statements include, among others, the following: adverse economic, political or
market conditions in the U.S. and international markets and other factors such
as natural disasters, pandemics and outbreaks of contagious diseases and other
adverse public health developments, such as COVID-19; the failure to obtain, or
delays in obtaining, regulatory approval for the merger (the "Merger") with
Sprint Corporation ("Sprint"), pursuant to the Business Combination Agreement
with Sprint and other parties therein (as amended, the "Business Combination
Agreement") and the other transactions contemplated by the Business Combination
Agreement (collectively, the "Transactions"), risks associated with the actions
and conditions we have agreed to in connection with regulatory approval for the
Transactions, and the risk that such regulatory approval may result in the
imposition of additional conditions that, if accepted by the parties, could
adversely affect the combined company or the expected benefits of the
Transactions, or the failure to satisfy any of the other conditions to the
Transactions on a timely basis or at all; the risk of other litigation or
regulatory actions related to the Transactions; the exercise by one or both
parties of a right to terminate the Business Combination Agreement; adverse
effects on the market price of our common stock or on our operating results
because of a failure to complete the Merger in the anticipated timeframe, on the
anticipated terms or at all; inability to obtain the financing contemplated to
be obtained in connection with the Transactions on the expected terms or timing
or at all; the ability of us, Sprint and the combined company to make payments
on debt or to repay existing or future indebtedness when due or to comply with
the covenants contained therein; adverse changes in the ratings of our or
Sprint's debt securities or adverse conditions in the credit markets; negative
effects of the announcement, pendency or consummation of the Transactions on the
market price of our common stock and on our or Sprint's operating results,
including as a result of changes in key customer, supplier, employee or other
business relationships; the assumption of significant liabilities in connection
with, and significant costs related to the Transactions, including financing
costs and unknown liabilities of Sprint that may become liabilities of the
combined company or that may otherwise arise and financing costs; failure to
realize the expected benefits and synergies of the Transactions in the expected
timeframes, in part or at all; costs or difficulties related to the integration
of Sprint's network and operations into our network and operations, including
intellectual property and communications systems, administrative and information
technology infrastructure and accounting, financial reporting and internal
control systems; differences with Sprint's control environments, cultures, and
auditor expectations may result in future material weaknesses, significant
deficiencies, and/or control deficiencies while we work to integrate the
companies and align guidelines and practices; costs or difficulties related to
the completion of the divestiture of Sprint's prepaid wireless businesses to
DISH Network Corporation and the satisfaction of any related government
commitments to such divestiture; the inability of us, Sprint or the combined
company to retain and hire key personnel; the risk that certain contractual
restrictions contained in the Business Combination Agreement during the pendency
of the Transactions could adversely affect our or Sprint's ability to pursue
business opportunities or strategic transactions; competition, industry
consolidation, and changes in the market for wireless services, which could
negatively affect our ability to attract and retain customers; the effects of
any future merger, investment, or acquisition involving us, as well as the
effects of mergers, investments, or acquisitions in the technology, media and
telecommunications
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industry; challenges in implementing our business strategies or funding our
operations, including payment for additional spectrum or network upgrades; the
possibility that we may be unable to renew our spectrum licenses on attractive
terms or acquire new spectrum licenses at reasonable costs and terms;
difficulties in managing growth in wireless data services, including network
quality; material changes in available technology and the effects of such
changes, including product substitutions and deployment costs and performance;
the timing, scope and financial impact of our deployment of advanced network and
business technologies; the impact on our networks and business from major
technology equipment failures; inability to implement and maintain effective
cyber security measures over critical business systems; breaches of our and/or
our third-party vendors' networks, information technology and data security,
resulting in unauthorized access to customer confidential information; natural
disasters, terrorist attacks or similar incidents; unfavorable outcomes of
existing or future litigation; any changes in the regulatory environments in
which we operate, including any increase in restrictions on the ability to
operate our networks and changes in data privacy laws; any disruption or failure
of our third parties' or key suppliers' provisioning of products or services;
material adverse changes in labor matters, including labor campaigns,
negotiations or additional organizing activity, and any resulting financial,
operational and/or reputational impact; changes in accounting assumptions that
regulatory agencies, including the Securities and Exchange Commission ("SEC"),
may require, which could result in an impact on earnings; changes in tax laws,
regulations and existing standards and the resolution of disputes with any
taxing jurisdictions; the possibility that the reset process under our trademark
license results in changes to the royalty rates for our trademarks; the
possibility that we may be unable to adequately protect our intellectual
property rights or be accused of infringing the intellectual property rights of
others; our business, investor confidence in our financial results and stock
price may be adversely affected if our internal controls are not effective; the
occurrence of high fraud rates related to device financing, credit cards,
dealers, or subscriptions; and interests of our majority stockholder may differ
from the interests of other stockholders. Given these risks and uncertainties,
readers are cautioned not to place undue reliance on such forward-looking
statements. We undertake no obligation to revise or publicly release the results
of any revision to these forward-looking statements, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Email to Employees of T-Mobile, dated March 16, 2020.
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document).
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