Subsidiary Guarantors and Issuers of Guaranteed Securities
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 December 31, 2022, including those that may no longer be subject to reporting as provided by Regulation S-X Rule 13-01:
| | |
| Description of Notes |
| 3.500% senior notes due 2025 |
| 1.500% senior notes due 2026 |
| 2.250% senior notes due 2026 |
| 2.625% senior notes due 2026 |
| 3.750% senior notes due 2027 |
| 5.375% senior notes due 2027 |
| 4.750% senior notes due 2028 |
| 4.750% senior notes due 2028-1 held by affiliate |
| 2.050% senior notes due 2028 |
| 2.625% senior notes due 2029 |
| 2.400% senior notes due 2029 |
| 3.375% senior notes due 2029 |
| 3.875% senior notes due 2030 |
| 2.550% senior notes due 2031 |
| 2.875% senior notes due 2031 |
| 3.500% senior notes due 2031 |
| 2.250% senior notes due 2031 |
| 2.700% senior notes due 2032 |
| 5.200% senior notes due 2033 |
| 4.375% senior notes due 2040 |
| 3.000% senior notes due 2041 |
| 4.500% senior notes due 2050 |
| 3.300% senior notes due 2051 |
| 3.400% senior notes due 2052 |
| 5.650% senior notes due 2053 |
| 3.600% senior notes due 2060 |
| 5.800% senior notes due 2062 |
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 December 31, 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 (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 December 31, 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 December 31, 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 December 31, 2022, the obligors under the T-Mobile USA Senior 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 |
| 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 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 |
| PRWireless PR, LLC | Delaware | Guarantor |
| PushSpring, LLC | Delaware | Guarantor |
| SIHI New Zealand Holdco LLC | Kansas | Guarantor |
| Sprint Capital Corporation | Delaware | Guarantor |
| Sprint Communications LLC | Kansas | Guarantor |
| Sprint Communications Company L.P. | Delaware | Guarantor |
| Sprint International Communications LLC | Delaware | Guarantor |
| Sprint International Holding LLC | Kansas | Guarantor |
| | | | | | | | |
| Sprint International LLC | Delaware | Guarantor |
| Sprint International Network Company LLC | Delaware | Guarantor |
| Sprint LLC | Delaware | Guarantor |
| Sprint PCS Assets, L.L.C. | Delaware | Guarantor |
| Sprint Solutions LLC | Delaware | Guarantor |
| Sprint Spectrum LLC | Delaware | Guarantor |
| Sprint Spectrum Realty Company, LLC | Delaware | 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 |
| TVN Ventures LLC | Delaware | Guarantor |
| Utelcom LLC | Kansas | Guarantor |
| VMU GP, LLC | Delaware | Guarantor |
| WBSY Licensing, LLC | Delaware | Guarantor |
As of December 31, 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 December 31, 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 December 31, 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.
