TMUSP T-Mobile US - 5.50% Mandatory Convertible Preferred Stock, Series A

Item 1.01 – Entry Into Material Definitive Agreement.

On April 13, 2017, the Federal Communications Commission (the “FCC”) announced that T-Mobile US, Inc. (the “Company”) was the winning bidder for 1,525 licenses in the 600MHz spectrum auction for an aggregate purchase price of $7.99 billion. At the inception of the auction process in June 2016, the Company deposited $2.20 billion with the FCC which, based on the final outcome of the auction, is sufficient to cover its down payment obligation that is due on April 27, 2017. The Company is required to pay the remainder of the purchase price ( i.e. , $5.79 billion) to the FCC on or prior to May 11, 2017 and expects to receive the licenses at the conclusion of the FCC’s standard post-auction licensing process. The Company intends to fund the remainder of the purchase price using cash reserves and by issuing $4.0 billion of high-yield notes to the Company’s majority stockholder Deutsche Telekom (“DT”) pursuant to its existing purchase commitments with DT under (i) a purchase agreement, dated as of March 6, 2016 (as amended on October 28, 2016), among the Company, the guarantors party thereto and DT for $2.0 billion 5.300% Senior Notes due 2021, (ii) a purchase agreement, dated as of April 25, 2016 (as amended on October 28, 2016), among the Company, the guarantors party thereto and DT for $1.35 billion 6.000% Senior Notes due 2024 and (iii) a purchase agreement, dated as of April 29, 2016 (as amended on October 28, 2016), among the Company, the guarantors party thereto and DT for $650 million 6.000% Senior Notes due 2024.