On September 15, 2022, 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 $1.25 billion in aggregate principal amount of its 5.200% Senior Notes due 2033 (the “2033 Notes”), $1.00 billion in aggregate principal amount of its 5.650% Senior Notes due 2053 (the “2053 Notes”) and $750 million in aggregate principal amount of its 5.800% Senior Notes due 2062 (the “2062 Notes” and, together with the 2033 Notes and the 2053 Notes, the “Notes”) pursuant to an underwriting agreement, dated as of September 12, 2022 (the “Underwriting Agreement”), with the several underwriters named therein, for which Barclays Capital Inc., Citigroup Global Markets Inc. 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 First Supplemental Indenture, dated as of September 15, 2022 (the “First Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2033 Notes, (ii) a Second Supplemental Indenture, dated as of September 15, 2022 (the “Second Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2053 Notes and (iii) a Third Supplemental Indenture, dated as of September 15, 2022 (the “Third Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2062 Notes (the Base Indenture, as amended and supplemented by each of the First Supplemental Indenture, the Second Supplemental Indenture and the Third 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 September 28, 2020, as amended (File No. 333-249079).
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 First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, which are filed as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K.
