Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 30, 2018,T-Mobile US, Inc.(“T-Mobile”), announced that, following the declaration by the Securities and Exchange Commission on October 29, 2018 thatT-Mobile’s registration statement on FormS-4 (No.333-226435) (the “Registration Statement”) became effective, it received a written consent of Deutsche Telekom Holding B.V., abesloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands (“DT Holding”), with respect to 538,590,941 shares of common stock ofT-Mobile, par value $0.00001 per share (the“T-Mobile Common Stock”), in favor of the proposals summarized below to adopt (1) the share issuance and (2) an amended and restated certificate of incorporation ofT-Mobile, as further described below and contemplated by the Business Combination Agreement dated as of April 29, 2018 (the “Business Combination Agreement”), by and amongT-Mobile, Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary ofT-Mobile, Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Huron Merger Sub LLC, Sprint Corporation, a Delaware corporation (“Sprint”), Starburst I, Inc., a Delaware corporation, Galaxy Investment Holdings, Inc., a Delaware corporation, and for the limited purposes set forth therein, Deutsche Telekom AG, anAktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, DT Holding, and SoftBank Group Corp., a Japanesekabushiki kaisha (“SoftBank”), pursuant to whichT-Mobile and Sprint will combine their respective businesses, on the terms and subject to the conditions set forth in the Business Combination Agreement (the “Merger Transactions”). The completion of the Merger Transactions remains subject to regulatory approvals and certain other customary closing conditions, and is expected to occur during the first half of 2019.
The approval of the proposals by 538,590,941 shares ofT-Mobile Common Stock pursuant to the written consent of DT Holding constitutes approval by a majority (approximately 63.5%) of the 848,381,358 shares ofT-Mobile Common Stock issued and outstanding and entitled to submit written consents as of October 1, 2018, the record date for the submission of written consents. A summary of the proposals, which are described more fully in the joint consent solicitation statement/prospectus that is part of the Registration Statement, is set forth below:
PROPOSAL 1: “Approval of the issuance of shares ofT-Mobile common stock in the merger transactions described in the joint consent solicitation statement/prospectus.”
PROPOSAL 2: “Approval of the amendment and restatement of theT-Mobile certificate of incorporation in connection with the merger transactions described in the joint consent solicitation statement/prospectus, including eachsub-proposal listed below.”
SUB-PROPOSAL 2(a):“Approval of asub-proposal to increase in the number of authorized shares ofT-Mobile common stock from one billion to two billion, including other amendments incidental or related to the foregoing.”
SUB-PROPOSAL 2(b): “Approval of asub-proposal to amend the director designation rights of Deutsche Telekom AG and to add director designation rights of SoftBank, including other amendments incidental or related to the foregoing.”
SUB-PROPOSAL 2(c): “Approval of asub-proposal to add approval rights of SoftBank, including other amendments incidental or related to the foregoing.”
Important Additional Information
In connection with the proposed transaction,T-Mobile US, Inc.(“T-Mobile”) has filed a registration statement on FormS-4 (FileNo. 333-226435), which contains a joint consent solicitation statement ofT-Mobile and Sprint Corporation (“Sprint”), that also constitutes a prospectus ofT-Mobile (the “joint consent solicitation statement/prospectus”), and each party will file other documents regarding the proposed transaction with the U.S. Securities and Exchange Commission (the “SEC”). The registration statement on FormS-4 was declared effective by the SEC on October 29, 2018, andT-Mobile and Sprint commenced mailing the joint consent solicitation statement/prospectus to their respective stockholders on October 29, 2018. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain these documents free of charge from the SEC’s website or fromT-Mobile or Sprint. The documents filed byT-Mobile may be obtained free of charge atT-Mobile’s website, atwww.t-mobile.com, or at the SEC’s website, at www.sec.gov, or fromT-Mobile by requesting them by mail atT-Mobile US, Inc., Investor Relations, 1 Park Avenue, 14th Floor, New York, NY 10016, or by telephone at212-358-3210. The documents filed by Sprint may be obtained free of charge at Sprint’s website, at www.sprint.com, or at the SEC’s website, at www.sec.gov, or from Sprint by requesting them by mail at Sprint Corporation, Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B679, Overland Park, Kansas 66251, or by telephone at913-794-1091.
