On May 11, 2023, T-Mobile USA, Inc. (“T-Mobile USA”), a direct, wholly-owned subsidiary of T-Mobile US, Inc. (the “Company”), closed an underwritten public offering of $900 million in aggregate principal amount of its 4.800% Senior Notes due 2028 (the “2028 Notes”), $1.35 billion in aggregate principal amount of its 5.050% Senior Notes due 2033 (the “2033 Notes”) and $1.25 billion in aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes” and, together with the 2028 Notes and the 2033 Notes, the “Notes”) pursuant to an underwriting agreement, dated as of May 8, 2023 (the “Underwriting Agreement”), with the several underwriters named therein, for which Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as representatives. The Notes were issued pursuant to an Indenture (the “Base Indenture”), dated as of September 15, 2022, among T-Mobile USA, the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended and supplemented by (i) a Seventh Supplemental Indenture, dated as of May 11, 2023 (the “Seventh Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2028 Notes, (ii) the Fifth Supplemental Indenture, dated as of February 9, 2023 (the “Fifth Supplemental Indenture”), and an Eighth Supplemental Indenture, dated as of May 11, 2023 (the “Eighth Supplemental Indenture” and collectively with the Fifth Supplemental Indenture, the “2033 Notes Supplemental Indenture”), with respect to the 2033 Notes, each among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee and (iii) a Ninth Supplemental Indenture, dated as of May 11, 2023 (the “Ninth Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2054 Notes (the Base Indenture, as amended and supplemented by each of the Seventh Supplemental Indenture, the Ninth Supplemental Indenture and the 2033 Notes Supplemental Indenture, each an “Indenture” and, collectively, the “Indentures”). The offering of the Notes was registered pursuant to an automatic shelf registration statement on Form S-3 that the Company, T-Mobile USA and certain guarantors filed with the SEC on May 1, 2023 (File No. 333-271553).
The net proceeds from the sale of the Notes are expected to be used for general corporate purposes, which may include among other things, share repurchases and refinancing of existing indebtedness on an ongoing basis.
The 2033 Notes are an additional issuance of the 5.050% Senior Notes due 2033 issued by T-Mobile USA in an aggregate principal of $1.25 billion on February 9, 2023 (the “Existing 2033 Notes”), are fungible with the Existing 2033 Notes and are consolidated with and form a single series with the Existing 2033 Notes. The 2033 Notes have the same terms as the Existing 2033 Notes, other than the settlement date and offering price, and have the same CUSIP number as the Existing 2033 Notes.
T-Mobile USA’s obligations under the Notes will be guaranteed on a senior unsecured basis initially by the Company and certain wholly-owned subsidiaries, subject to release under the conditions provided in the Indenture.
The above description of the Underwriting Agreement and the Indentures is a summary only and is subject to, and qualified entirely by, the Underwriting Agreement, the Base Indenture, the Fifth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture and the Ninth Supplemental Indenture, which are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, to this Current Report on Form 8-K.
