Issuer Free Writing Prospectus filed pursuant to Rule 433
supplementing the Preliminary Prospectus Supplement dated January 9, 2024
Registration No. 333-271553
Pricing Term Sheet
T-MOBILE USA, INC.
$3,000,000,000
4.850% Senior Notes due 2029 (the “2029 Notes”)
5.150% Senior Notes due 2034 (the “2034 Notes”)
5.500% Senior Notes due 2055 (the “2055 Notes” and, together with the 2029 Notes and the 2034 Notes, the “Notes”)
Pricing Supplement, dated January 9, 2024, to Preliminary Prospectus Supplement, dated January 9, 2024 (the “Preliminary Prospectus Supplement”), of T-Mobile USA, Inc. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement only to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Capitalized terms used in this Pricing Supplement but not defined herein have the meanings given them in the Preliminary Prospectus Supplement.
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| 2029 Notes | 2034 Notes | 2055 Notes | ||||
Principal Amount: | $1,000,000,000 | $1,250,000,000 | $750,000,000 | |||
Title of Securities: | 4.850% Senior Notes due 2029 | 5.150% Senior Notes due 2034 | 5.500% Senior Notes due 2055 | |||
Final Maturity Date: | January 15, 2029 | April 15, 2034 | January 15, 2055 | |||
Public Offering Price: | 99.850% of principal amount, plus accrued and unpaid interest, if any, from January 12, 2024 | 99.654% of principal amount, plus accrued and unpaid interest, if any, from January 12, 2024 | 99.896% of principal amount, plus accrued and unpaid interest, if any, from January 12, 2024 | |||
Coupon: | 4.850% | 5.150% | 5.500% | |||
Yield-to-Maturity: | 4.884% | 5.195% | 5.507% | |||
Spread over Reference Treasury: | +90 bps | +117 bps | +130 bps | |||
Reference Treasury: | 3.750% UST due December 31, 2028 | 4.500% UST due November 15, 2033 | 4.125% UST due August 15, 2053 | |||
Reference Treasury Yield: | 3.984% | 4.025% | 4.207% | |||
Gross Proceeds Before Expenses: | $998,500,000 | $1,245,675,000 | $749,220,000 | |||
Net Proceeds Before Expenses: | $996,000,000 | $1,240,987,500 | $743,970,000 | |||
CUSIP/ISIN Numbers: | CUSIP: 87264A DE2 ISIN: US87264ADE29 | CUSIP: 87264A DF9 ISIN: US87264ADF93 | CUSIP: 87264A DG7 ISIN: US87264ADG76 |
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Terms Applicable to All Notes
| Issuer: | T-Mobile USA, Inc., a Delaware corporation | |||
| Optional Redemption: | Prior to the applicable Par Call Date with respect to each series of Notes, the Issuer may redeem the Notes of such series at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) 100% of the principal amount of the Notes to be redeemed; and
(ii) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming that such Notes matured on their applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 15 basis points in the case of the 2029 Notes, 20 basis points in the case of the 2034 Notes and 20 basis points in the case of the 2055 Notes less (b) unpaid interest accrued to the date of redemption (any excess of the amount described in this bullet point over the amount described in the immediately preceding bullet point, the “Make-Whole Premium”);
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the applicable Par Call Date with respect to each series of Notes, the Issuer may redeem the Notes of such series, in whole or in part, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of notes to be redeemed.
“Par Call Date” with respect to the applicable Series means: | |||
Series | Par Call Date | |||
| 2029 Notes | December 15, 2028 | |||
| 2034 Notes | January 15, 2034 | |||
| 2055 Notes | July 15, 2054 | |||
| Interest Payment Dates: | January 15 and July 15, commencing July 15, 2024 in the case of the 2029 Notes and the 2055 Notes
April 15 and October 15, commencing April 15, 2024 in the case of the 2034 Notes | |||
| Record Dates: | January 1 and July 1 in the case of the 2029 Notes and the 2055 Notes
April 1 and October 1 in the case of the 2034 Notes | |||
| Underwriters: | Joint Book-Running Managers: Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC UBS Securities LLC | |||
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Barclays Capital Inc. BNP Paribas Securities Corp. Commerz Markets LLC Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Santander US Capital Markets LLC SG Americas Securities, LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC
Co-Managers: ING Financial Markets LLC NatWest Markets Securities Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. Drexel Hamilton, LLC Roberts & Ryan Investments Inc. | ||
| Trade Date: | January 9, 2024 | |
| Settlement Date: | January 12, 2024 (T+3)
We expect that delivery of the Notes will be made to investors on or about January 12, 2024, which will be the third business day following the date of this pricing supplement (such settlement being referred to as “T+3”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors. | |
| Form of Offering: | SEC Registered (Registration No. 333-271553) | |
| Denominations: | $2,000 and integral multiples of $1,000 | |
The Issuer has filed a registration statement (Registration No. 333-271553) (including a Prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the Prospectus in that registration statement, the related Preliminary Prospectus Supplement and other documents the Issuer has filed with the SEC, for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, the underwriters or any dealer participating in the offering will arrange to send you the Prospectus and related Preliminary Prospectus Supplement if you request it by contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at +1 (800) 831-9146 or by email at prospectus@citi.com; Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198, Attention: Registration Department; by telephone
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at +1 (866) 471-2526; Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, by telephone at +1 (866) 718-1649 or by email at Prospectus@morganstanley.com; or UBS Securities LLC, 1285 Avenue of the Americas, New York, NY 10019, Attention: Prospectus Department, by telephone at +1 (888) 827-7275.
No PRIIPs KID: Not for retail investors in the European Economic Area (“EEA”) or the United Kingdom. No PRIIPs key information document (“KID”) has been prepared as not available to retail in EEA or the United Kingdom.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers and other notices were automatically generated as a result of this communication being sent via Bloomberg or another communication system.
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