Item 1.01.
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Entry Into a Material Definitive Agreement.
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On February 26, 2019,
T-Mobile
US, Inc. (the Company) amended the terms of its wireless service
receivable revolving securitization facility (the Airtime Receivables Facility) to extend the revolving period, which was scheduled to terminate on March 12, 2019, to March 12, 2021.
Under the Airtime Receivables Facility, certain wholly-owned subsidiaries of the Company (collectively, the Originators) sell and/or contribute
certain of their wireless service receivables to
T-Mobile
PCS Holdings LLC, a wholly owned subsidiary of the Company
(T-Mobile
PCS Holdings), pursuant to
that certain Receivables Sale and Conveyancing Agreement, dated as of February 26, 2014 (as amended, the Conveyancing Agreement), among the Originators and
T-Mobile
PCS Holdings.
Immediately after acquiring such receivables,
T-Mobile
PCS Holdings sells and/or contributes such receivables to
T-Mobile
Airtime Funding LLC, a special purpose entity and wholly-owned subsidiary of
T-Mobile
PCS Holdings
(T-Mobile
Funding), pursuant to that certain Receivables Sale and Contribution Agreement, dated as of February 26, 2014, (as amended, the Contribution Agreement), between
T-Mobile
PCS Holdings and
T-Mobile
Funding.
Immediately after acquiring such receivables,
T-Mobile
Funding sells such receivables to Billing Gate One LLC, a Delaware limited liability company (Billing Gate One), pursuant to that certain Fourth Amended and Restated Master Receivables Purchase Agreement, dated as of February 26,
2019 (the Master Receivables Purchase Agreement), among
T-Mobile
Funding, as funding seller, Billing Gate One, as purchaser, Landesbank
Hessen-Thüringen
Girozentrale, as bank purchasing agent, MUFG Bank (Europe) N.V., Germany Branch, as bank collection agent,
T-Mobile
PCS Holdings, as servicer, and the Company and
T-Mobile
USA, Inc. (TMUSA), as performance guarantors.
Immediately after acquiring such receivables,
Billing Gate One sells such receivables to a bank purchasing group pursuant to that certain February 2019 Amended and Restated Onward Receivables Purchase Agreement, dated as of February 26, 2019, among Billing Gate One, as seller, Landesbank
Hessen-Thüringen
Girozentrale, as bank purchasing agent, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, as conduit agent, MUFG Bank (Europe) N.V., Germany Branch, as bank collection agent and certain bank
purchasers and conduit purchasers party thereto from time to time.
Billing Gate One has a contractual right of recourse against
T-Mobile
Funding with respect to transfers of the receivables to Billing Gate One under the Master Receivables Purchase Agreement, pursuant to which
T-Mobile
Funding is
required to repurchase certain aged receivables from Billing Gate One and to pay additional amounts in the event of ineligible receivables and certain receivable
write-off
activity or changes in the terms of
the receivables. In addition,
T-Mobile
Funding has continuing involvement with the sold receivables as it may be responsible for absorbing additional credit losses pursuant to the Master Receivables Purchase
Agreement.
T-Mobile
PCS Holdings will service the receivables in exchange for a monthly servicing fee. The
Company and TMUSA will provide performance guarantees of certain obligations of
T-Mobile
PCS Holdings, in its capacity as servicer under the Master Receivables Purchase Agreement, and the Originators under the
Conveyancing Agreement.
The Airtime Receivables Facility contains representations and warranties, affirmative and negative covenants, and events of
default that are similar to comparable securitization transactions.
While the transaction is treated as a sale for accounting and legal purposes, the
Company will not treat the transaction as a sale for federal and state tax purposes.
This summary of the amendments to the Airtime Receivables Facility
does not purport to be complete and is qualified in its entirety by reference to the full text of the Master Receivables Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.