8-KOther EventsExhibits & Filings

T-Mobile US, Inc. 8-K Report, Corporate Update (May 11, 2023)

Filed May 11, 2023For Securities:TMUSTMUSZTMUSITMUSL

Summary

T-Mobile US, Inc. (TMUS) announced on May 11, 2023, the successful closing of a substantial underwritten public offering of senior notes, totaling $3.5 billion. This offering comprised notes with varying maturity dates and interest rates: $900 million of 4.800% Senior Notes due 2028, $1.35 billion of 5.050% Senior Notes due 2033, and $1.25 billion of 5.750% Senior Notes due 2054. The proceeds from this offering are earmarked for general corporate purposes, including potential share repurchases and ongoing debt refinancing. Notably, the issuance of the 2033 Notes represents an additional tranche that is fungible with the existing 5.050% Senior Notes due 2033 previously issued, ensuring a consolidated series with identical terms. T-Mobile USA's obligations under these new notes will be senior unsecured, with guarantees from the Company and certain wholly-owned subsidiaries, subject to specified release conditions. This debt issuance is part of T-Mobile's ongoing capital management strategy.

Key Highlights

  • 1T-Mobile closed a $3.5 billion senior notes offering on May 11, 2023.
  • 2The offering included three tranches: $900M (4.800% due 2028), $1.35B (5.050% due 2033), and $1.25B (5.750% due 2054).
  • 3Proceeds will be used for general corporate purposes, potentially including share repurchases and debt refinancing.
  • 4The 2033 Notes are fungible with and consolidated into the existing 5.050% Senior Notes due 2033.
  • 5The notes are guaranteed on a senior unsecured basis by T-Mobile US, Inc. and certain subsidiaries.
  • 6The offering was registered under a Form S-3 shelf registration statement filed on May 1, 2023.
  • 7Major underwriters included Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC.

Frequently Asked Questions

The net proceeds from the offering are intended for general corporate purposes. This may include activities such as share repurchases and the refinancing of existing indebtedness on an ongoing basis.

The $1.35 billion in 5.050% Senior Notes due 2033 issued in this offering are an additional issuance that is fungible with and will be consolidated with the previously issued $1.25 billion of 5.050% Senior Notes due 2033. They share the same terms and CUSIP number.

T-Mobile USA's obligations under the Notes will be guaranteed on a senior unsecured basis by T-Mobile US, Inc. and certain of its wholly-owned subsidiaries, subject to conditions outlined in the Indenture.

T-Mobile US, Inc., T-Mobile USA, and certain guarantors filed an automatic shelf registration statement on Form S-3 with the SEC on May 1, 2023, to register the offering.