Filed Pursuant to Rule 424(b)(5)
File No. 333-249079
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 28, 2020)
$3,000,000,000
T-Mobile USA, Inc.
$1,000,000,000 4.950% Senior Notes due 2028
$1,250,000,000 5.050% Senior Notes due 2033
$ 750,000,000 5.650% Senior Notes due 2053
T-Mobile USA, Inc., a Delaware corporation (“T-Mobile USA” or the “Issuer”) and a direct wholly-owned subsidiary of T-Mobile US, Inc., a Delaware corporation (“T-Mobile US” or “Parent”) is offering $1,000,000,000 aggregate principal amount of its 4.950% Senior Notes due 2028 (the “2028 Notes”), $1,250,000,000 aggregate principal amount of its 5.050% Senior Notes due 2033 (the “2033 Notes”) and $750,000,000 aggregate principal amount of its 5.650% Senior Notes due 2053 (the “New 2053 Notes”). The New 2053 Notes offered hereby will be an additional issuance of the 5.650% Senior Notes due 2053 issued by the Issuer in an aggregate principal amount of $1,000,000,000 on September 15, 2022 (the “Existing 2053 Notes” and together with the New 2053 Notes, the “2053 Notes”), will be fungible with the Existing 2053 Notes and will be consolidated with and form a single series with the Existing 2053 Notes. The New 2053 Notes offered hereby will have the same terms as the Existing 2053 Notes, other than the settlement date, offering price and initial interest payment date, and will have the same CUSIP number as the Existing 2053 Notes. Immediately after giving effect to the issuance of the New 2053 Notes offered hereby, the aggregate principal amount of the New 2053 Notes offered hereby and the Existing 2053 Notes will be $1,750,000,000. In this prospectus supplement, the term “Notes” collectively refers to the 2028 Notes, the 2033 Notes, the New 2053 Notes, and, where the context requires, the Existing 2053 Notes.
We intend to use the net proceeds from this offering for general corporate purposes, which may include among other things, share repurchases and refinancing of existing indebtedness on an ongoing basis. See “Use of Proceeds.”
The 2028 Notes will bear interest at a rate of 4.950% per year and mature on March 15, 2028. The 2033 Notes will bear interest at a rate of 5.050% per year and mature on July 15, 2033. The 2053 Notes will bear interest at a rate of 5.650% per year and mature on January 15, 2053. Interest on the 2028 Notes will be paid on each March 15 and September 15, commencing March 15, 2023. Interest on the 2033 Notes and the New 2053 Notes will be paid on each January 15 and July 15, commencing July 15, 2023. See “Description of Notes—Brief Description of the Notes and the Note Guarantees—Principal, Maturity and Interest.” There is no sinking fund for the Notes.
Some or all of the Notes are permitted to be redeemed (i) at any time prior to the applicable date indicated in the table below at a price equal to 100% of the principal amount of such Notes being redeemed and a “make whole” premium and (ii) on or after the applicable date indicated in the table below at a price equal to 100% of the principal amount of such Notes being redeemed; plus, in the case of both (i) and (ii), accrued and unpaid interest, if any, to, but not including, the redemption date, as described in this prospectus supplement:
2028 Notes February 15, 2028
2033 Notes April 15, 2033
2053 Notes July 15, 2052
The Issuer’s obligations under the Notes will be guaranteed (such guarantees, the “Guarantees”) (i) initially by T-Mobile US and each wholly-owned subsidiary of the Issuer that is not an Excluded Subsidiary (as defined herein) and is an obligor of the Credit Agreement (as defined herein) and (ii) by any future direct or indirect subsidiary of T-Mobile US that is not a subsidiary of the Issuer or any other guarantor that owns capital stock of the Issuer. However, a guarantor will be automatically and unconditionally released from its obligations in respect of the Notes of any series if, immediately following such release and any concurrent releases of other guarantees of the subsidiary guarantors, the aggregate principal amount of indebtedness for borrowed money of non-guarantor subsidiaries that are not Excluded Subsidiaries (excluding any indebtedness under any Permitted Receivables Financing (as defined herein) and any indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary (as defined herein)) that would remain incurred or issued and outstanding would not exceed $2,000.0 million. See “Description of Notes—Brief Description of the Notes and the Note Guarantees—The Note Guarantees.”
The Notes and the Guarantees will be the Issuer’s and the guarantors’ unsubordinated unsecured obligations; will be senior in right of payment to any future indebtedness of the Issuer or any guarantor to the extent that such future indebtedness provides by its terms that it is subordinated in right of payment to the Notes and the Guarantees; will be equal in right of payment with any of the Issuer’s and the guarantors’ existing and future indebtedness and other liabilities that are not by their terms subordinated in right of payment to the Notes, including, without limitation, obligations under the Credit Agreement, the Existing T-Mobile Unsecured Notes, the Existing Sprint Unsecured Notes and the Tower Obligations (each as defined herein); will be effectively subordinated to all existing and future secured indebtedness of the Issuer or any guarantor, in each case to the extent of the value of the assets securing such indebtedness; and will be structurally subordinated to all of the liabilities and other obligations of the subsidiaries of T-Mobile US that are not obligors with respect to the Notes, including the Existing ABS Notes (as defined herein), the Existing Sprint Spectrum-Backed Notes (as defined herein), factoring arrangements and tower obligations.
This prospectus supplement includes additional information on the terms of the Notes, including redemption prices and covenants. See “Description of Notes.”
Investing in the Notes involves risks. See “Risk Factors” beginning on page S-
11 of this prospectus supplement. You should also consider the risk factors described in the documents incorporated by reference in this prospectus supplement.
Public Offering Price | | | 99.791%(1) | | | 99.827%(2) | | | 104.403%(3) |
Total | | | $997,910,000 | | | $1,247,837,500 | | | $785,847,500 |
Proceeds to T-Mobile USA, Inc.(4) | | | $995,410,000 | | | $1,243,150,000 | | | $780,597,500 |
(1)
| Plus accrued interest, if any, on the 2028 Notes from February 9, 2023, if settlement occurs after that date. |
(2)
| Plus accrued interest, if any, on the 2033 Notes from February 9, 2023, if settlement occurs after that date. |
(3)
| Plus accrued interest on the New 2053 Notes from January 15, 2023 to but excluding the settlement date, totaling $2,825,000 (assuming the settlement date is February 9, 2023). Such accrued interest must be paid by the purchasers of the New 2053 Notes offered hereby. |
(4)
| Before expenses. The underwriting discount is 0.250% of the principal amount of the 2028 Notes, 0.375% of the principal amount of the 2033 Notes and 0.700% of the principal amount of the New 2053 Notes, resulting in total underwriting discounts of (i) $2,500,000 for the 2028 Notes, (ii) $4,687,500 for the 2033 Notes and (iii) $5,250,000 for the New 2053 Notes. |
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Each series of Notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Issuer does not intend to apply for the Notes to be listed on any securities exchange or to arrange for the Notes to be quoted on any quotation system.
The underwriters are offering the Notes as set forth under “Underwriting.” Delivery of the Notes is expected to be made on or about February 9, 2023 through the facilities of The Depository Trust Company.
Joint Book-Running Managers
Deutsche Bank Securities | | | Morgan Stanley | | | RBC Capital Markets | | | Wells Fargo Securities |
Barclays | | | BNP PARIBAS | | | Citigroup | | | COMMERZBANK |
Credit Agricole CIB | | | Credit Suisse | | | Goldman Sachs & Co. LLC | | | J.P. Morgan |
Mizuho | | | MUFG | | | Santander | | | SOCIETE GENERALE |
SMBC Nikko | | | TD Securities | | | Truist Securities | | | US Bancorp |
Co-Managers
ING | | | NatWest Markets | | | PNC Capital Markets LLC |
Scotiabank | | | R. Seelaus & Co., LLC | | | Ramirez & Co., Inc. |
The date of this prospectus supplement is February 6, 2023.