Subsidiary Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the Registrant
Guaranteed Securities
The following securities (collectively, the “T-Mobile USA Senior Notes”) issued by T-Mobile USA, Inc., a Delaware corporation and wholly-owned subsidiary of T-Mobile US, Inc. (the “Company”), were outstanding as of June 30, 2022, including those that may no longer be subject to reporting as provided by Regulation S-X Rule 13-01:
| | |
| Description of Notes |
| 2.250% senior notes due 2026 |
| 2.625% senior notes due 2026 |
| 5.375% senior notes due 2027 |
| 4.750% senior notes due 2028 |
| 4.750% senior notes due 2028-1 held by affiliate |
| 2.625% senior notes due 2029 |
| 3.375% senior notes due 2029 |
| 2.875% senior notes due 2031 |
| 3.500% senior notes due 2031 |
The following securities (collectively, the “T-Mobile USA Senior Secured Notes”) issued by T-Mobile USA, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, were outstanding as of June 30, 2022, including those that are not subject to reporting as provided by Regulation S-X Rule 13-01:
| | |
| Description of Notes |
| 3.500% senior secured notes due 2025 |
| 1.500% senior secured notes due 2026 |
| 3.750% senior secured notes due 2027 |
| 2.050% senior secured notes due 2028 |
| 2.400% senior secured notes due 2029 |
| 3.875% senior secured notes due 2030 |
| 2.250% senior secured notes due 2031 |
| 2.550% senior secured notes due 2031 |
| 2.700% senior secured notes due 2032 |
| 4.375% senior secured notes due 2040 |
| 3.000% senior secured notes due 2041 |
| 4.500% senior secured notes due 2050 |
| 3.300% senior secured notes due 2051 |
| 3.400% senior secured notes due 2052 |
| 3.600% senior secured notes due 2060 |
The following securities (collectively, the “Sprint Senior Notes”) issued by Sprint LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, were outstanding as of June 30, 2022, including those that may no longer be subject to reporting as provided by Regulation S-X Rule 13-01:
| | |
| Description of Notes |
| 7.875% senior notes due 2023 |
| 7.125% senior notes due 2024 |
| 7.625% senior notes due 2025 |
| 7.625% senior notes due 2026 |
The following securities (the “Sprint Communications Senior Notes”) issued by Sprint Communications LLC, a Kansas limited liability company and wholly-owned subsidiary of the Company, were outstanding as of June 30, 2022, including those that may no longer be subject to reporting as provided by Regulation S-X Rule 13-01:
| | |
| Description of Notes |
| 6.000% senior notes due 2022 |
The following securities (collectively, the “Sprint Capital Corporation Senior Notes”) issued by Sprint Capital Corporation, a Delaware corporation and wholly-owned subsidiary of the Company, were outstanding as of June 30, 2022, including those that may no longer be subject to reporting as provided by Regulation S-X Rule 13-01:
| | |
| Description of Notes |
| 6.875% senior notes due 2028 |
| 8.750% senior notes due 2032 |
The following securities (collectively, the “Sprint Spectrum Notes”) issued by Sprint Spectrum Co LLC (a Delaware limited liability company), Sprint Spectrum Co II LLC (a Delaware limited liability company), Sprint Spectrum Co III LLC (a Delaware limited liability company), each a wholly-owned subsidiary of the Company, were outstanding as of June 30, 2022, including those that may no longer be subject to reporting as provided by Regulation S-X Rule 13-01:
| | |
| Description of Notes |
| 4.738% Series 2018-1 A-1 Notes due 2025 |
| 5.152% Series 2018-1 A-2 Notes due 2028 |
Obligors
As of June 30, 2022, the obligors under the T-Mobile USA Senior Notes and the T-Mobile USA Senior Secured Notes consisted of the Company, as a guarantor, and its subsidiaries listed in the following table.
| | | | | | | | |
| Name of Subsidiary | Jurisdiction of Organization | Obligor Type |
| American Telecasting of Seattle, LLC | Delaware | Guarantor |
| American Telecasting of Yuba City, LLC | Delaware | Guarantor |
| APC Realty and Equipment Company, LLC | Delaware | Guarantor |
| Assurance Wireless of South Carolina, LLC | Delaware | Guarantor |
| Assurance Wireless USA, L.P. | Delaware | Guarantor |
| ATI Sub, LLC | Delaware | Guarantor |
| Clear Wireless LLC | Nevada | Guarantor |
| Clearwire Communications LLC | Delaware | Guarantor |
| Clearwire Hawaii Partners Spectrum, LLC | Nevada | Guarantor |
| Clearwire IP Holdings LLC | New York | Guarantor |
| Clearwire Legacy LLC | Delaware | Guarantor |
| Clearwire Spectrum Holdings II LLC | Nevada | Guarantor |
| Clearwire Spectrum Holdings III LLC | Nevada | Guarantor |
| Clearwire Spectrum Holdings LLC | Nevada | Guarantor |
| Clearwire XOHM LLC | Delaware | Guarantor |
| Fixed Wireless Holdings, LLC | Delaware | Guarantor |
| IBSV LLC | Delaware | Guarantor |
| MetroPCS California, LLC | Delaware | Guarantor |
| MetroPCS Florida, LLC | Delaware | Guarantor |
| MetroPCS Georgia, LLC | Delaware | Guarantor |
| MetroPCS Massachusetts, LLC | Delaware | Guarantor |
| MetroPCS Michigan, LLC | Delaware | Guarantor |
| MetroPCS Nevada, LLC | Delaware | Guarantor |
| MetroPCS New York, LLC | Delaware | Guarantor |
| MetroPCS Pennsylvania, LLC | Delaware | Guarantor |
| MetroPCS Texas, LLC | Delaware | Guarantor |
| Nextel Retail Stores, LLC | Delaware | Guarantor |
| Nextel South Corp. | Georgia | Guarantor |
| Nextel Systems, LLC | Delaware | Guarantor |
| Nextel West Corp. | Delaware | Guarantor |
| NSAC, LLC | Delaware | Guarantor |
| PCTV Gold II, LLC | Delaware | Guarantor |
| People’s Choice TV of Houston, LLC | Delaware | Guarantor |
| PRWireless PR, LLC | Delaware | Guarantor |
| PushSpring, LLC | Delaware | Guarantor |
| SIHI New Zealand Holdco, Inc. | Kansas | Guarantor |
| Sprint Capital Corporation | Delaware | Guarantor* |
| | | | | | | | |
| Sprint Communications LLC | Kansas | Guarantor* |
| Sprint Communications Company L.P. | Delaware | Guarantor |
| Sprint Communications Company of New Hampshire, Inc. | New Hampshire | Guarantor |
| Sprint Communications Company of Virginia, Inc. | Virginia | Guarantor |
| Sprint International Communications Corporation | Delaware | Guarantor |
| Sprint International Holding, Inc. | Kansas | Guarantor |
| Sprint International Incorporated | Delaware | Guarantor |
| Sprint International Network Company LLC | Delaware | Guarantor |
| Sprint LLC | Delaware | Guarantor* |
| Sprint PCS Assets, L.L.C. | Delaware | Guarantor |
| Sprint Solutions, Inc. | Delaware | Guarantor |
| Sprint Spectrum LLC | Delaware | Guarantor |
| Sprint Spectrum Realty Company, LLC | Delaware | Guarantor |
| Sprint/United Management Company | Kansas | Guarantor |
| SprintCom LLC | Kansas | Guarantor |
| T-Mobile Central LLC | Delaware | Guarantor |
| T-Mobile Financial LLC | Delaware | Guarantor |
| T-Mobile Innovations LLC | Delaware | Guarantor |
| T-Mobile Leasing LLC | Delaware | Guarantor |
| T-Mobile License LLC | Delaware | Guarantor |
| T-Mobile Northeast LLC | Delaware | Guarantor |
| T-Mobile Puerto Rico Holdings LLC | Delaware | Guarantor |
| T-Mobile Puerto Rico LLC | Delaware | Guarantor |
| T-Mobile Resources LLC | Delaware | Guarantor |
| T-Mobile South LLC | Delaware | Guarantor |
| T-Mobile USA, Inc. | Delaware | Issuer |
| T-Mobile West LLC | Delaware | Guarantor |
| TDI Acquisition Sub, LLC | Delaware | Guarantor |
| TMUS International LLC | Delaware | Guarantor |
| Transworld Telecom II, LLC | Delaware | Guarantor |
| TVN Ventures LLC | Delaware | Guarantor |
| USST of Texas, Inc. | Texas | Guarantor |
| Utelcom LLC | Kansas | Guarantor |
| VMU GP, LLC | Delaware | Guarantor |
| WBS of America, LLC | Delaware | Guarantor |
| WBSY Licensing, LLC | Delaware | Guarantor |
| Wireline Leasing Co., Inc. | Delaware | Guarantor |
* These guarantors provide an unsecured guarantee of the T-Mobile USA Senior Secured Notes.
As of June 30, 2022, the obligors under the Sprint Senior Notes consisted of the Company, as a guarantor; Sprint LLC (a Delaware limited liability company), as issuer and T-Mobile USA, Inc. (a Delaware corporation) and Sprint Communications LLC (a Kansas limited liability company) as guarantors.
As of June 30, 2022, the obligors under the Sprint Communications Senior Notes consisted of the Company, as a guarantor; Sprint Communications LLC (a Kansas limited liability company), as issuer and T-Mobile USA, Inc. (a Delaware corporation) and Sprint LLC (a Delaware limited liability company) as guarantors.
As of June 30, 2022, the obligors under the Sprint Capital Corporation Senior Notes consisted of the Company, as a guarantor; Sprint Capital Corporation (a Delaware corporation), as issuer and T-Mobile USA, Inc. (a Delaware corporation), Sprint LLC (a Delaware limited liability company) and Sprint Communications LLC (a Kansas limited liability company) as guarantors.
As of June 30, 2022, the obligors under the Sprint Spectrum Notes consisted of Sprint Spectrum Co LLC (a Delaware limited liability company), Sprint Spectrum Co II LLC (a Delaware limited liability company), Sprint Spectrum Co III LLC (a Delaware limited liability company), as co-issuers and Sprint Spectrum License Holder LLC (a Delaware limited liability company), Sprint Spectrum License Holder II LLC (a Delaware limited liability company), Sprint Spectrum License Holder III LLC (a Delaware limited liability company), Sprint Spectrum PledgeCo LLC (a Delaware limited liability company), Sprint Spectrum PledgeCo II LLC (a Delaware limited liability company) and Sprint Spectrum PledgeCo III LLC (a Delaware limited liability company) as guarantors.
Pledged Security Collateral
As of June 30, 2022, the obligations under the T-Mobile USA Senior Secured Notes were secured by pledges of the capital stock of the following affiliates of the Company.
| | | | | | | | | | | | | | |
Name of
Issuer | Issuer Jurisdiction of Organization | Number of Shares Owned | Percent of Interest Owned | Percent of Interest Pledged |
| American Telecasting of Seattle, LLC | Delaware | N/A | 100% | 100% |
| American Telecasting of Yuba City, LLC | Delaware | N/A | 100% | 100% |
| APC Realty and Equipment Company, LLC | Delaware | N/A | 100% | 100% |
| Assurance Wireless of South Carolina, LLC | Delaware | N/A | 100% | 100% |
| Assurance Wireless USA, L.P. | Delaware | N/A | 100% | 100% |
| ATI Sub, LLC | Delaware | N/A | 100% | 100% |
| Clear Wireless LLC | Nevada | N/A | 100% | 100% |
| Clearwire Hawaii Partners Spectrum, LLC | Nevada | 14,027,249 units | 100% | 100% |
| Clearwire IP Holdings LLC | New York | N/A | 100% | 100% |
| Clearwire Legacy LLC | Delaware | N/A | 100% | 100% |
| Clearwire Spectrum Holdings II LLC | Nevada | N/A | 100% | 100% |
| Clearwire Spectrum Holdings III LLC | Nevada | N/A | 100% | 100% |
| Clearwire Spectrum Holdings LLC | Nevada | N/A | 100% | 100% |
| Clearwire XOHM LLC | Delaware | N/A | 100% | 100% |
| Fixed Wireless Holdings, LLC | Delaware | N/A | 100% | 100% |
| IBSV LLC | Delaware | N/A | 100% | 100% |
| Metro PCS California, LLC | Delaware | N/A | 100% | 100% |
| MetroPCS Florida, LLC | Delaware | N/A | 100% | 100% |
| MetroPCS Georgia, LLC | Delaware | N/A | 100% | 100% |
| MetroPCS Massachusetts, LLC | Delaware | N/A | 100% | 100% |
| MetroPCS Michigan, LLC | Delaware | N/A | 100% | 100% |
| MetroPCS Nevada, LLC | Delaware | N/A | 100% | 100% |
| MetroPCS New York, LLC | Delaware | N/A | 100% | 100% |
| MetroPCS Pennsylvania, LLC | Delaware | N/A | 100% | 100% |
| MetroPCS Texas, LLC | Delaware | N/A | 100% | 100% |
| Nextel Retail Stores, LLC | Delaware | N/A | 100% | 100% |
| Nextel Systems, LLC | Delaware | N/A | 100% | 100% |
| NSAC, LLC | Delaware | N/A | 100% | 100% |
| PCTV Gold II, LLC | Delaware | N/A | 100% | 100% |
| People’s Choice TV of Houston, LLC | Delaware | N/A | 100% | 100% |
| PRWireless PR, LLC | Delaware | N/A | 100% | 100% |
| PushSpring, LLC | Delaware | N/A | 100% | 100% |
| SIHI Mexico S. de R.L. de C.V. | Mexico | N/A | 100% | 65% |
| | | | | | | | | | | | | | |
| SIHI New Zealand HoldCo, Inc. | Kansas | 100 | 100% | 100% |
| SIHI Scandinavia AB | Sweden | N/A | 100% | 65% |
| Sprint (Thailand) Limited | Thailand | N/A | 100% | 65% |
| Sprint Brasil Servicos de Telecomunicacoes Ltda. | Brazil | N/A | 100% | 65% |
| Sprint Communications Company L.P. | Delaware | N/A | 100% | 4.94% |
| Sprint Communications Company of New Hampshire, Inc. | New Hampshire | 1,000 | 100% | 100% |
| Sprint Communications Company of Virginia, Inc. | Virginia | 100,000 | 100% | 100% |
| Sprint LLC | Delaware | N/A | 100% | 100% |
| Sprint Hong Kong Limited | Hong Kong | None | 100% | 65% |
| Sprint International Argentina SRL | Argentina | None | 100% | 65% |
| Sprint International Australia Pty. Limited | Australia | None | 100% | 65% |
| Sprint International Austria GmbH | Austria | None | 100% | 65% |
| Sprint International Chile Limitada | Chile | N/A | 100% | 65% |
| Sprint International Colombia Ltda. | Colombia | N/A | 100% | 65% |
| Sprint International Communications Canada ULC | Canada | N/A | 100% | 65% |
| Sprint International Communications Corporation | Delaware | 268,641 | 100% | 100% |
| Sprint International Communications Singapore Pte. Ltd. | Singapore | N/A | 100% | 65% |
| Sprint International Czech Republic S.R.O. | Czech Republic | N/A | 100% | 65% |
| Sprint International do Brasil Ltda. | Brazil | N/A | 100% | 65% |
| Sprint International Hungary Korlátolt Felelősségű Társaság | Hungary | N/A | 100% | 65% |
| Sprint International Japan Corp. | Japan | N/A | 100% | 65% |
| Sprint International Korea | Korea | N/A | 100% | 65% |
| Sprint International Network Company LLC | Delaware | N/A | 100% | 100% |
| Sprint International New Zealand | New Zealand | N/A | 100% | 65% |
| Sprint International Norway AS | Norway | N/A | 100% | 65% |
| Sprint International Spain, S.L. | Spain | N/A | 100% | 65% |
| Sprint International Taiwan Limited | Taiwan | N/A | 100% | 65% |
| Sprint PCS Assets, L.L.C. | Delaware | N/A | 100% | 100% |
| Sprint Spectrum Depositor II LLC | Delaware | N/A | 100% | 100% |
| Sprint Spectrum Depositor III LLC | Delaware | N/A | 100% | 100% |
| Sprint Spectrum Depositor LLC | Delaware | N/A | 100% | 100% |
| Sprint Spectrum LLC | Delaware | N/A | 100% | 100% |
| Sprint Spectrum Realty Company, LLC | Delaware | N/A | 100% | 100% |
| Sprint Telecom India Private Limited | India | N/A | 100% | 65% |
| SprintLink Belgium BV | Belgium | N/A | 100% | 65% |
| SprintLink Denmark ApS | Denmark | N/A | 100% | 65% |
| SprintLink France SAS | France | N/A | 100% | 65% |
| SprintLink Germany GmbH | Germany | N/A | 100% | 65% |
| Sprintlink India Private Limited | India | N/A | 100% | 65% |
| SprintLink International (Switzerland) GmbH | Switzerland | N/A | 100% | 65% |
| Sprintlink International Malaysia SDN. BHD. | Malaysia | N/A | 100% | 65% |
| | | | | | | | | | | | | | |
| SprintLink International Philippines, Inc. | Philippines | N/A | 100% | 65% |
| SprintLink Ireland Limited | Ireland | N/A | 100% | 65% |
| SprintLink Italy S.r.l. | Italy | N/A | 100% | 65% |
| SprintLink Netherlands B.V. | Netherlands | N/A | 100% | 65% |
| Sprintlink Poland sp.z o.o | Poland | N/A | 100% | 65% |
| SprintLink UK Limited | United Kingdom | N/A | 100% | 65% |
| TDI Acquisition Sub, LLC | Delaware | N/A | 100% | 100% |
| TVN Ventures LLC | Delaware | N/A | 100% | 100% |
| T-Mobile Central LLC | Delaware | N/A | 100% | 100% |
| T-Mobile Financial LLC | Delaware | N/A | 100% | 100% |
| T-Mobile Leasing LLC | Delaware | N/A | 100% | 100% |
| T-Mobile License LLC | Delaware | N/A | 100% | 100% |
| T-Mobile Northeast LLC | Delaware | N/A | 100% | 100% |
| T-Mobile Puerto Rico Holdings LLC | Delaware | N/A | 100% | 100% |
| T-Mobile Puerto Rico LLC | Delaware | N/A | 100% | 100% |
| T-Mobile Resources LLC | Delaware | N/A | 100% | 100% |
| T-Mobile South LLC | Delaware | N/A | 100% | 100% |
| T-Mobile USA, Inc. | Delaware | 1,000 | 100% | 100% |
| T-Mobile West LLC | Delaware | N/A | 100% | 100% |
| TMUS International LLC | Delaware | N/A | 100% | 100% |
| Transworld Telecom II, LLC | Delaware | N/A | 100% | 100% |
| USST of Texas, Inc. | Texas | 1,000 | 100% | 100% |
| VMU GP, LLC | Delaware | N/A | 100% | 100% |
| WBS of America, LLC | Delaware | N/A | 100% | 100% |
| WBSY Licensing, LLC | Delaware | N/A | 100% | 100% |
| Wireline Leasing Co., Inc. | Delaware | N/A | 100% | 4.94% |
