As filed with the Securities and Exchange Commission on September 23, 2024
Registration No. 333-271553
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
T-Mobile US, Inc.
T-Mobile USA, Inc.
(Exact name of registrant as specified in its charter)
Delaware Delaware | 20-0836269 91-1983600 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Additional Registrants
(See Table of Additional Registrants on next page)
12920 SE 38th Street
Bellevue, Washington 98006
(425) 378-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Mark W. Nelson
Executive Vice President and General Counsel
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
(425) 378-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Daniel J. Bursky
Mark Hayek
John Lawrence
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. | ☐ |
TABLE OF ADDITIONAL REGISTRANTS
In addition to T-Mobile US, Inc., the following direct or indirect subsidiaries of T-Mobile USA, Inc. may be guarantors of debt securities issued by T-Mobile USA, Inc. and are Co-Registrants:
Exact name of registrant as specified in its charter(1) | State or other jurisdiction of incorporation or organization | I.R.S. Employer Identification Number | ||
American Telecasting of Seattle, LLC | Delaware | 54-1540851 | ||
APC Realty and Equipment Company, LLC | Delaware | 52-2013278 | ||
Assurance Wireless of South Carolina, LLC | Delaware | Not applicable | ||
Assurance Wireless USA, L.P. | Delaware | 94-3410099 | ||
ATI Sub, LLC | Delaware | 26-2670017 | ||
Clearwire Communications LLC | Delaware | 26-3783012 | ||
Clearwire Legacy LLC | Delaware | 26-3791581 | ||
Clearwire Spectrum Holdings II LLC | Nevada | Not applicable | ||
Clearwire Spectrum Holdings III LLC | Nevada | Not applicable | ||
Clearwire Spectrum Holdings LLC | Nevada | Not applicable | ||
Fixed Wireless Holdings, LLC | Delaware | 75-3120884 | ||
IBSV LLC | Delaware | 91-2116910 | ||
MetroPCS California, LLC | Delaware | 68-0618381 | ||
MetroPCS Florida, LLC | Delaware | 68-0618383 | ||
MetroPCS Georgia, LLC | Delaware | 68-0618386 | ||
MetroPCS Massachusetts, LLC | Delaware | 20-8303630 | ||
MetroPCS Michigan, LLC | Delaware | 20-2509038 | ||
MetroPCS Nevada, LLC | Delaware | 20-8303430 | ||
MetroPCS New York, LLC | Delaware | 20-8303519 | ||
MetroPCS Pennsylvania, LLC | Delaware | 20-8303570 | ||
MetroPCS Texas, LLC | Delaware | 20-2508993 | ||
Mint Mobile, LLC | Delaware | 84-2466109 | ||
Mint Mobile Incentive Company, LLC | Delaware | Not applicable | ||
Mobile Match, LLC | Delaware | Not applicable | ||
Nextel South Corp. | Georgia | 58-2038468 | ||
Nextel Systems, LLC | Delaware | 54-1878330 | ||
Nextel West Corp. | Delaware | 84-1116272 | ||
NSAC, LLC | Delaware | 54-1879079 | ||
Primo Connect, Inc. | Delaware | 47-3017685 | ||
PRWireless PR, LLC | Delaware | 20-5942061 | ||
PushSpring, LLC | Delaware | 46-2545203 | ||
Sprint Capital Corporation | Delaware | 48-1132866 | ||
Sprint Communications LLC | Delaware | 48-0457967 | ||
Sprint LLC | Delaware | 46-1170005 | ||
Sprint Solutions LLC | Delaware | 47-0882463 | ||
Sprint Spectrum LLC | Delaware | 48-1165245 | ||
Sprint Spectrum Realty Company, LLC | Delaware | 43-1746021 | ||
SprintCom LLC | Kansas | 48-1187511 | ||
T-Mobile Central LLC | Delaware | 91-1973799 | ||
T-Mobile Financial LLC | Delaware | 47-1324347 | ||
T-Mobile Innovations LLC | Delaware | Not applicable | ||
T-Mobile Leasing LLC | Delaware | 47-5079638 | ||
T-Mobile License LLC | Delaware | 91-1917328 | ||
T-Mobile Northeast LLC | Delaware | 52-2069434 | ||
T-Mobile Puerto Rico Holdings LLC | Delaware | 20-2209577 |
Exact name of registrant as specified in its charter(1) | State or other jurisdiction of incorporation or organization | I.R.S. Employer Identification Number | ||
T-Mobile Puerto Rico LLC | Delaware | 66-0649631 | ||
T-Mobile Resources LLC | Delaware | 91-1909782 | ||
T-Mobile South LLC | Delaware | 20-3945483 | ||
T-Mobile West LLC | Delaware | 36-4027581 | ||
TDI Acquisition Sub, LLC | Delaware | 26-2671363 | ||
TMUS International LLC | Delaware | 91-2116909 | ||
TVN Ventures LLC | Delaware | Not applicable | ||
UVNV, Inc. | Delaware | 45-4829750 | ||
VMU GP, LLC | Delaware | Not applicable | ||
WBSY Licensing, LLC | Delaware | 36-4046585 |
(1) | The address of each registrant is 12920 SE 38th Street, Bellevue, Washington 98006, and the telephone number is (425) 378-4000. |
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the registration statement on Form S-3 (Registration No. 333-271553) initially filed by T-Mobile US, Inc. and T-Mobile USA, Inc. (“T-Mobile USA”) on May 1, 2023 with the Securities and Exchange Commission and as amended by Amendment No. 1 thereto filed on September 11, 2023 with the Securities and Exchange Commission (as so amended the “Registration Statement”), is filed (i) to add each of Mint Mobile, LLC, Mint Mobile Incentive Company, LLC, Mobile Match, LLC, Primo Connect, Inc. and UVNV, Inc. as subsidiary guarantors of debt securities of T-Mobile USA and co-registrants under the Registration Statement, (ii) to register Mint Mobile, LLC’s, Mint Mobile Incentive Company, LLC’s, Mobile Match, LLC’s, Primo Connect, Inc.’s and UVNV, Inc.’s guarantees of the debt securities covered by the Registration Statement, (iii) to update the Table of Additional Registrants and (iv) to include additional exhibits to the Registration Statement under Item 16 of Part II thereof.
No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Our estimated expenses in connection with the issuance and distribution of the securities being registered are set forth in the following table.
SEC Registration Fee | $ | * | ||
Legal Fees and Expenses | ** | |||
Trustee Fees and Expenses | ** | |||
Accounting Fees and Expenses | ** | |||
Printing Expenses | ** | |||
NASDAQ and Other Listing Fees | ** | |||
Miscellaneous | ** | |||
|
| |||
Total | $ | ** | ||
|
|
* | In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the registration fee for the securities offered by this prospectus. |
** | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
Item 15. Indemnification of Directors and Officers
Delaware Corporations
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides, in effect, that any person made a party to any action by reason of the fact that he is or was a director, officer, employee or agent of a corporation may and, in some cases, must be indemnified by the corporation against, in the case of a non-derivative action, judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys’ fees) incurred by him as a result of such action and in the case of a derivative action, against expenses (including attorneys’ fees), if in either type of action he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, in the case of a criminal action, he had no reasonable cause to believe his conduct was unlawful. This indemnification does not apply, in a derivative action, to matters as to which it is adjudged that the director, officer, employee or agent is liable to the corporation, unless upon court order it is determined that, despite such adjudication of liability, but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for expenses.
Delaware Limited Liability Companies
Section 18-108 of the Delaware Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
Delaware Limited Partnerships
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its partnership agreement.
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Georgia Corporations
The Georgia Business Corporation Code permits a corporation to indemnify a director or officer if the director or officer seeking indemnification acted in good faith and reasonably believed (i) in the case of conduct in his or her official capacity, that his or her action was in the best interest of the corporation, (ii) in all other cases, that his or her action was at least not opposed to the best interests of the corporation, and (iii) in the case of any criminal proceedings, that he or she had no reasonable cause to believe his or her conduct was unlawful, provided that indemnification in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. The Georgia Business Corporation Code prohibits indemnification of a director in connection with a proceeding by or in the right of the corporation (other than for reasonable expenses) if it is determined that the director has not met the relevant standard of conduct, or with respect to conduct for which he or she was adjudged liable on the basis that a personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity. The Georgia Business Corporation Code additionally prohibits indemnification of an officer for liability arising in connection with appropriation of a business opportunity of the corporation, intentional or knowing violation of law, improper distributions or improper personal benefit.
Kansas Limited Liability Companies
Section 17-7670 of the Kansas Revised Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. To the extent that a present or former member, manager, officer, employee or agent of a limited liability company has been successful on the merits or otherwise as a plaintiff in an action to determine that the plaintiff is a member of a limited liability company or in defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a member, manager, officer, employee or agent of the limited liability company, or is or was serving at the request of the limited liability company as a member, manager, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, or in defense of any claim, issue or matter therein, such member, manager, officer, employee or agent shall be indemnified by the limited liability company against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.
Nevada Limited Liability Companies
Sections 86.411 and 86.421 of the Nevada Limited-Liability Companies law permit indemnification of any person who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager, member, employee or agent of the company, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Indemnification may not be made for any claim as to which such a person has been adjudged to be liable to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Nevada Limited-Liability Companies law allows a company to purchase or maintain insurance for members, managers, employees, and agents of the company.
General
The certificates of incorporation of T-Mobile US, Inc. (“T-Mobile”) and T-Mobile USA, Inc. (“T-Mobile USA”) each provide for indemnification, to the fullest extent permitted by the DGCL, to any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal,
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administrative or investigative, by reason of the fact that he is or was a director or officer of T-Mobile or T-Mobile USA, respectively, or is or was serving at the request of T-Mobile or T-Mobile USA, respectively, as a director, officer, or agent of another corporation, limited liability company, or other enterprise, against expenses (including attorneys’ fees), judgments, liabilities, losses, fines and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding. Each of T-Mobile and T-Mobile USA applies the provisions of its certificate of incorporation to indemnification of directors and officers of its wholly-owned subsidiaries, including the co-registrants. In addition, the organizational documents governing certain of the co-registrants generally provide directors, managers and officers with similar rights to indemnification to the fullest extent permitted by law.
The Fifth Amended and Restated Certificate of Incorporation of T-Mobile provides that no director is liable to T-Mobile or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL.
T-Mobile has entered into indemnification agreements with all of its directors and executive officers and has purchased directors’ and officers’ liability insurance. Any underwriting agreement may provide for indemnification by the underwriters of the issuer(s), any guarantors and their officers and directors for certain liabilities arising under the Securities Act or otherwise.
Item 16. Exhibits
The following exhibits are filed as part of this registration statement:
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Exhibit No. | Document | |
107.1† | Filing Fee Table. |
* | To be filed, if necessary, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Current Report on Form 8-K or other report to be filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act and incorporated herein by reference. |
** | In accordance with Item 601(a)(5) of Regulation S-K, certain schedules (or similar attachments) to this exhibit have been omitted from this filing. The registrant will provide a copy of any omitted schedule to the Securities and Exchange Commission or its staff upon request. |
*** | Previously filed as an exhibit to the Registration Statement. |
† | Filed herewith. |
The registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of any long-term debt instruments that have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.
Item 17. Undertakings
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: |
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange |
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Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
T-MOBILE US, INC. | ||||
By: | /s/ Peter Osvaldik | |||
Name: | Peter Osvaldik | |||
Title: | Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
* G. Michael Sievert | President and Chief Executive Officer (Principal Executive Officer) and Director | September 23, 2024 | ||
/s/ Peter Osvaldik Peter Osvaldik | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
* Timotheus Höttges | Chairman of the Board of Directors | September 23, 2024 | ||
* Marcelo Claure | Director | September 23, 2024 | ||
* Srikant M. Datar | Director | September 23, 2024 | ||
* Srinivasan Gopalan | Director | September 23, 2024 | ||
* Christian P. Illek | Director | September 23, 2024 | ||
* Raphael Kübler | Director | September 23, 2024 | ||
* Thorsten Langheim | Director | September 23, 2024 | ||
* Dominique Leroy | Director | September 23, 2024 | ||
* Letitia A. Long | Director | September 23, 2024 | ||
* Teresa A. Taylor | Director | September 23, 2024 | ||
* Kelvin R. Westbrook | Director | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
André Almeida | Director | September 23, 2024 | ||
James J. Kavanaugh | Director | September 23, 2024 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
T-MOBILE USA, INC. | ||||
By: | /s/ Peter Osvaldik | |||
Name: | Peter Osvaldik | |||
Title: | Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
* G. Michael Sievert | President & Chief Executive Officer (Principal Executive Officer) | September 23, 2024 | ||
/s/ Peter Osvaldik Peter Osvaldik | Executive Vice President & Chief Financial Officer (Principal Financial Officer) and Director | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 | ||
* Christopher M. Miller | Director | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
ASSURANCE WIRELESS OF SOUTH CAROLINA, LLC | ||||
By: | /s/ Peter Osvaldik | |||
Name: | Peter Osvaldik | |||
Title: | President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President (Principal Executive Officer and Principal Financial Officer) | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 | ||
/s/ Peter Osvaldik Peter Osvaldik | President of Assurance Wireless USA, L.P., the Registrant’s Member | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
ATI SUB, LLC CLEARWIRE LEGACY LLC | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik Title: President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President (Principal Executive Officer and Principal Financial Officer) | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 | ||
/s/ Peter Osvaldik Peter Osvaldik | President of Clearwire Communications LLC, the Registrant’s Member | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
CLEARWIRE SPECTRUM HOLDINGS LLC CLEARWIRE SPECTRUM HOLDINGS II LLC FIXED WIRELESS HOLDINGS, LLC | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik Title: President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President (Principal Executive Officer and Principal Financial Officer) | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 | ||
/s/ Peter Osvaldik Peter Osvaldik | President of Clearwire Legacy LLC, the Registrant’s Member | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
APC REALTY AND EQUIPMENT COMPANY, LLC IBSV LLC NSAC, LLC PUSHSPRING, LLC SPRINT COMMUNICATIONS LLC SPRINT SOLUTIONS LLC T-MOBILE INNOVATIONS LLC T-MOBILE LICENSE LLC T-MOBILE NORTHEAST LLC T-MOBILE PUERTO RICO HOLDINGS LLC T-MOBILE PUERTO RICO LLC T-MOBILE RESOURCES LLC T-MOBILE SOUTH LLC T-MOBILE WEST LLC TMUS INTERNATIONAL LLC TVN VENTURES LLC WBSY LICENSING, LLC | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik Title: President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President (Principal Executive Officer and Principal Financial Officer) and Manager | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
MINT MOBILE, LLC MINT MOBILE INCENTIVE COMPANY, LLC MOBILE MATCH, LLC | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik Title: President |
Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President (Principal Executive Officer and Principal Financial Officer) and Manager | September 23, 2024 | ||
/s/ Dara Bazzano Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
CLEARWIRE SPECTRUM HOLDINGS III LLC | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik Title: President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President (Principal Executive Officer and Principal Financial Officer) | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 | ||
/s/ Peter Osvaldik Peter Osvaldik | President of Nextel West Corp., the Registrant’s Member | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
NEXTEL SOUTH CORP. NEXTEL WEST CORP. SPRINT CAPITAL CORPORATION | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik Title: President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President (Principal Executive Officer and Principal Financial Officer) and Director | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 | ||
* | Director | September 23, 2024 | ||
Christopher M. Miller |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
PRIMO CONNECT, INC. UVNV, INC. | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik Title: President |
Each person whose signature appears below constitutes and appoints G. Michael Sievert, Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President (Principal Executive Officer and Principal Financial Officer) and Director | September 23, 2024 | ||
/s/ Dara Bazzano Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 | ||
/s/ Christopher M. Miller Christopher M. Miller | Director | September 23, 2024 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
T-MOBILE FINANCIAL LLC T-MOBILE LEASING LLC | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik Title: President & Treasurer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President & Treasurer (Principal Executive Officer and Principal Financial Officer) and Manager | September 23, 2024 | ||
* Dara Bazzano | Controller (Principal Accounting Officer) | September 23, 2024 | ||
* | Manager | September 23, 2024 | ||
Christopher M. Miller |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
CLEARWIRE COMMUNICATIONS LLC | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik | ||
Title: President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President (Principal Executive Officer and Principal Financial Officer) | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 | ||
/s/ Peter Osvaldik Peter Osvaldik | President of Sprint Communications LLC, the Registrant’s Member | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
SPRINTCOM LLC SPRINT SPECTRUM LLC | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik | ||
Title: President & Treasurer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President & Treasurer (Principal Executive Officer and Principal Financial Officer) and Manager | September 23, 2024 | ||
* Dara Bazzano | Controller (Principal Accounting Officer) | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
NEXTEL SYSTEMS, LLC VMU GP, LLC | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik | ||
Title: President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President (Principal Executive Officer and Principal Financial Officer) | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 | ||
/s/ Peter Osvaldik Peter Osvaldik | President & Treasurer of SprintCom LLC, the Registrant’s Member | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
ASSURANCE WIRELESS USA, L.P. | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik | ||
Title: President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President (Principal Executive Officer and Principal Financial Officer) | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 | ||
/s/ Peter Osvaldik Peter Osvaldik | President of VMU GP, LLC, the Registrant’s General Partner | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
METROPCS CALIFORNIA, LLC METROPCS FLORIDA, LLC METROPCS GEORGIA, LLC METROPCS MASSACHUSETTS, LLC METROPCS MICHIGAN, LLC METROPCS NEVADA, LLC METROPCS NEW YORK, LLC METROPCS PENNSYLVANIA, LLC METROPCS TEXAS, LLC | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik | ||
Title: President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President (Principal Executive Officer and Principal Financial Officer) and Manager | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 | ||
* Christopher M. Miller | Manager | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
PRWIRELESS PR, LLC T-MOBILE CENTRAL LLC | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik | ||
Title: President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President (Principal Executive Officer and Principal Financial Officer) | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 | ||
/s/ Peter Osvaldik Peter Osvaldik | Executive Vice President & Chief Financial Officer of T-Mobile USA, Inc., the Registrant’s Member | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
SPRINT LLC | ||||
By: | /s/ Peter Osvaldik | |||
Name: | Peter Osvaldik | |||
Title: | Executive Vice President & Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
* G. Michael Sievert | President & Chief Executive Officer (Principal Executive Officer) | September 23, 2024 | ||
/s/ Peter Osvaldik Peter Osvaldik | Executive Vice President & Chief Financial Officer (Principal Financial Officer) and Manager | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 23, 2024.
AMERICAN TELECASTING OF SEATTLE, LLC SPRINT SPECTRUM REALTY COMPANY, LLC TDI ACQUISITION SUB, LLC | ||
By: | /s/ Peter Osvaldik | |
Name: Peter Osvaldik | ||
Title: President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Peter Osvaldik Peter Osvaldik | President (Principal Executive Officer and Principal Financial Officer) | September 23, 2024 | ||
* Dara Bazzano | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | September 23, 2024 | ||
/s/ Peter Osvaldik Peter Osvaldik | President of T-Mobile License LLC, the Registrant’s Member | September 23, 2024 |
* By: | /s/ Peter Osvaldik | |
Peter Osvaldik | ||
Attorney-in-Fact |