Actionable news
0
All posts from Actionable news
Actionable news in TMUS: T-MOBILE US Inc,

Entry into a Material Definitive Agreement

Amendment to the Master Receivables Purchase Agreement

On February26, 2014, T-Mobile US, Inc. (the Company) and certain subsidiaries entered into agreements pertaining to a wireless phone bill receivables securitization facility (the Securitization Facility) with Landesbank Hessen-Thringen Girozentrale (Helaba) and The Bank of Tokyo Mitsubishi UFJ, Ltd., collectively as bank purchasers, including a Master Receivables Purchase Agreement among T-Mobile Airtime Funding LLC, a special purpose entity and wholly owned subsidiary of the Company (T-Mobile Funding), Billing Gate One LLC, a Delaware limited liability company (the Purchaser), Helaba, as bank purchasing agent, T-Mobile PCS Holdings LLC, a wholly owned subsidiary of the Company (the Servicer), and the Company (the Master Receivables Purchase Agreement). The Securitization Facility, which initially had a $500,000,000 maximum funding commitment and an accordion feature allowing T-Mobile Funding, subject to certain conditions precedent, to increase the maximum funding commitment up to $700,000,000. The Securitization Facility was subsequently amended in November 2014 to, among other things, increase the maximum funding commitment to $640,000,000 while maintaining the accordion feature to increase the maximum funding commitment up to $700,000,000.

On October30, 2015, the Company, T-Mobile Funding, the Servicer, Helaba, as bank purchasing agent, and the Purchaser entered into the October 2015 Amendment to the Master Receivables Purchase Agreement (the Amendment) which, among other things, (i)extended the revolving period for the Securitization Facility, which was scheduled to end on March14, 2016, to March13, 2017 and (ii)increased the maximum funding commitment permitted through the exercise of the accordion feature up to $750,000,000.

In addition, the Amendment (i)decreased the minimum required Consolidated Equity Ratio of the Company and its consolidated subsidiaries from 20.0% to 17.5% and (ii)increased the maximum permitted Consolidated Leverage Ratio of the Company and its consolidated subsidiaries from 450% to 500%. These financial covenants apply as conditions to fundings and as facility termination events.

The foregoing description is not complete and is qualified in its entirety by reference to the full and complete terms of the amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Credit Agreement Amendment

On November2, 2015, T-Mobile USA, Inc. (T-Mobile USA), a direct, wholly-owned subsidiary of the Company entered into Amendment No.3 to its Credit Agreement, dated as of May1, 2013 (the Credit Agreement Amendment), with Deutsche Telekom AG and the other lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

The Credit Agreement includes a financial covenant requiring that T-Mobile USAs Debt to Cash Flow Ratio shall not exceed a maximum level, which applies as a condition to borrowing (tested at the time of the borrowing giving pro forma effect to borrowing) and at any time borrowings are outstanding (tested on a quarterly basis).

The Credit Agreement also includes a covenant restricting the ability of T-Mobile USA and its restricted subsidiaries to incur indebtedness, which includes certain exceptions, including an exception that permits T-Mobile USA and its restricted subsidiaries to incur indebtedness if, at the time of such incurrence, T-Mobile USAs Debt to Cash Flow Ratio, determined giving pro forma effect to such incurrence, is no greater than the same maximum level.

The amendment sets the maximum Debt to Cash Flow Ratio applicable to the financial covenant and the indebtedness covenant permissive exception referred to in the paragraph above at 5.00 to 1.00 (for fiscal periods ending on or prior to June30, 2016), 4.75 to 1.00 (for fiscal periods ending after June30, 2016 and on or prior to June30, 2017) and 4.25 to 1.00 (for fiscal periods ending after June30, 2017).

The foregoing description is not...


More