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T-Mobile Agrees to Sell $3.0 Billion of Senior Notes

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T-Mobile US, Inc. (NASDAQ: TMUS) announced a registered public offering of $1,000,000,000 aggregate principal amount of its 4.850% Senior Notes due 2029, $1,250,000,000 aggregate principal amount of its 5.150% Senior Notes due 2034, and $750,000,000 aggregate principal amount of its 5.500% Senior Notes due 2055. The offering is scheduled to close on January 12, 2024, and the net proceeds will be used for general corporate purposes, including share repurchases, dividends, and refinancing of existing indebtedness. The joint book-running managers for the offering are Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and others.
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Reviewing T-Mobile's recent announcement of a multi-tranche debt offering, several financial implications arise. The issuance of $3 billion in senior notes across varying maturities indicates a strategic approach to capital management. The staggered maturities of 2029, 2034 and 2055 offer T-Mobile flexibility in terms of debt servicing and liquidity management. This is particularly relevant given the capital-intensive nature of the telecommunications industry, which requires continuous investment in infrastructure and technology to remain competitive.

The offered interest rates, ranging from 4.850% to 5.500%, are reflective of current market conditions and T-Mobile's creditworthiness. Investors will compare these rates to those of peer companies and prevailing U.S. Treasury yields to assess the relative risk and return. The use of proceeds for general corporate purposes, including potential share repurchases and debt refinancing, could signal T-Mobile's confidence in its operational performance and its commitment to delivering shareholder value. However, the impact on the company's leverage ratio and interest coverage metrics will be a focal point for investors, as these factors influence credit ratings and, consequently, the cost of capital.

From a market perspective, T-Mobile's decision to enter the public debt market can be seen as a response to the evolving competitive landscape in the telecommunications sector. The need for 5G network expansion and improved service offerings to retain and grow the customer base necessitates substantial capital outlays. By securing long-term financing, T-Mobile is positioning itself to meet these capital demands without overly relying on short-term funding sources, which can be more volatile and expensive.

Furthermore, the involvement of a broad consortium of underwriters and book-runners, including prominent investment banks, suggests strong market appetite for T-Mobile's debt instruments. The presence of co-managers such as Drexel Hamilton, LLC and Roberts & Ryan Investments Inc. also indicates an inclusive approach to the distribution of the offering, potentially widening the investor base. The market's reception of this offering will be closely monitored as an indicator of investor confidence not only in T-Mobile but also in the broader telecommunications industry.

From a legal standpoint, the registration of the offering with the Securities and Exchange Commission (SEC) underscores the regulatory compliance T-Mobile must adhere to. The prospectus and related filings will provide investors with detailed information regarding the terms of the notes, the company's financial position and risk factors associated with the investment. The legal framework governing these securities ensures transparency and protection for investors, which is essential for maintaining market integrity.

It is also worth noting that the closing of the offering is subject to customary closing conditions, which may include legal due diligence and the satisfaction of other regulatory requirements. Any deviations or complications in meeting these conditions could affect the timing or even the completion of the offering. Investors will be attentive to any subsequent filings or announcements that might provide additional insights into the legal and regulatory aspects of the transaction.

BELLEVUE, Wash.--(BUSINESS WIRE)-- T-Mobile US, Inc. (NASDAQ: TMUS) (“T-Mobile”) announced today that T-Mobile USA, Inc., its direct wholly-owned subsidiary (“T-Mobile USA” or the “Issuer”), has agreed to sell $1,000,000,000 aggregate principal amount of its 4.850% Senior Notes due 2029 (the “2029 Notes”), $1,250,000,000 aggregate principal amount of its 5.150% Senior Notes due 2034 (the “2034 Notes”) and $750,000,000 aggregate principal amount of its 5.500% Senior Notes due 2055 (the “2055 Notes,” and collectively with the 2029 Notes and the 2034 Notes, the “notes”) in a registered public offering.

The offering of the notes is scheduled to close on January 12, 2024, subject to satisfaction of customary closing conditions. T-Mobile USA intends to use the net proceeds from the offering for general corporate purposes, which may include among other things, share repurchases, any dividends declared by T-Mobile’s Board of Directors and refinancing of existing indebtedness on an ongoing basis.

Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, UBS Securities LLC, 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. and Wells Fargo Securities, LLC are the joint book-running managers for the offering of the notes. ING Financial Markets LLC, NatWest Markets Securities Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., Drexel Hamilton, LLC and Roberts & Ryan Investments Inc. are acting as co-managers.

The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering of notes to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the related prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering of notes. You may get these documents for free by visiting EDGAR on the SEC Web site at http://www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the notes offering will arrange to send you the prospectus and related 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, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at +1 (866) 471-2526 or by e-mail at prospectus-ny@ny.email.gs.com; 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; and UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, by telephone at +1 (888) 827-7275.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes, the related guarantees or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements that are based on T-Mobile management’s current expectations. Such statements include, without limitation, statements about the expected closing of the offering of the notes and statements regarding the intended use of proceeds from the offering of the notes. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including, without limitation, prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect T-Mobile and its results is included in T-Mobile’s filings with the SEC, which are available at http://www.sec.gov.

T-Mobile US Media Relations

MediaRelations@T-Mobile.com

or

Investor Relations

investor.relations@t-mobile.com

Source: T-Mobile US, Inc.

FAQ

What is T-Mobile US, Inc.'s ticker symbol?

The ticker symbol for T-Mobile US, Inc. is TMUS.

What is the purpose of the offering of notes by T-Mobile USA?

The purpose of the offering is for general corporate purposes, including share repurchases, dividends, and refinancing of existing indebtedness.

When is the scheduled closing date for the offering of notes?

The offering of notes is scheduled to close on January 12, 2024.

Who are the joint book-running managers for the offering of the notes?

The joint book-running managers for the offering are Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and others.

T-Mobile US, Inc.

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