T-Mobile US, Inc. (NASDAQ: TMUS) (the “Company”) today
announced, together with T-Mobile USA, Inc., its wholly-owned
subsidiary (“T-Mobile USA”), the preliminary results of its
previously announced offers to exchange (the “Exchange Offers”) any
and all of certain outstanding senior notes of United States
Cellular Corporation (“USCC”). The Exchange Offers were launched
pursuant to the Securities Purchase Agreement announced on May 28,
2024, under which the Company has agreed to purchase certain assets
from USCC.
Today’s preliminary results concern the Company’s offers to
exchange:
(i) USCC’s 6.700% Senior Notes due 2033 (the
“Old USCC 2033 Notes”) for new 6.700% Senior Notes due 2033 to be
issued by T-Mobile USA (the “New 2033 Notes”);
(ii) USCC’s 6.250% Senior Notes due 2069 (the
“Old USCC 2069 Notes”) for new 6.250% Senior Notes due 2069 to be
issued by T-Mobile USA (the “New 2069 Notes”);
(iii) USCC’s 5.500% Senior Notes due 2070
(March) (the “Old USCC March 2070 Notes”) for new 5.500% Senior
Notes due March 2070 to be issued by T-Mobile USA (the “New March
2070 Notes”); and
(iv) USCC’s 5.500% Senior Notes due 2070
(June) (the “Old USCC June 2070 Notes” and, together with the Old
USCC 2033 Notes, the Old USCC 2069 Notes and the Old USCC March
2070 Notes, the “Old USCC Notes”) for new 5.500% Senior Notes due
June 2070 to be issued by T-Mobile USA (the “New June 2070 Notes”
and, collectively with the New 2033 Notes, the New 2069 Notes and
New March 2070 Notes, the “New T-Mobile Notes”);
in each case upon the terms and subject to the conditions set
forth in the Prospectus, as defined below. In connection with the
Exchange Offers, the Company and T-Mobile USA are also soliciting
consents to amend the applicable indentures governing each series
of the Old USCC Notes (the “Consent Solicitations”) to modify or
eliminate certain notice requirements and restrictive covenants in
the indentures governing the Old USCC Notes (the “Proposed
Amendments”).
As of 5:00 p.m., New York City time, on June 13, 2025, which was
the early participation date (the “Early Participation Date”) for
the Exchange Offers and the Consent Solicitations, the principal
amounts of the Old USCC Notes validly tendered and not validly
withdrawn, as advised by D.F. King & Co., Inc., the exchange
agent for the Exchange Offers, are set forth in the table
below:
Aggregate
Principal Amount
(mm)
Title of Series of Old
USCC
Notes
CUSIP No./ ISIN
Title of Series of Notes to
be
Issued by T-Mobile USA
Principal Amount
Tendered
Approximate Percentage
of Old USCC Notes
Tendered
$544
Old USCC 2033 Notes
911684AD0/US911684AD06
New 2033 Notes
$487,219,000
89.56%
$500
Old USCC 2069 Notes
911684702/US9116847024
New 2069 Notes
$371,004,225
74.20%
$500
Old USCC March 2070 Notes
911684801/US9116848014
New March 2070 Notes
$378,044,650
75.61%
$500
Old USCC June 2070 Notes
911684884/US9116848840
New June 2070 Notes
$372,259,875
74.45%
As of the Early Participation Date, the Company and T-Mobile USA
have received valid consents to the Proposed Amendments from the
holders of at least a majority of the outstanding aggregate
principal amount of each series of the Old USCC Notes. Accordingly,
the Proposed Amendments will become operative on the date on which
the Acquisition (as defined in the Prospectus) closes, provided
that if the Settlement Date (as defined in the Prospectus) has not
occurred within five business days following the date on which the
Acquisition closes, the Proposed Amendments previously effected
shall be deemed null and void as if they had not occurred. The
closing of the Acquisition is expected to occur by mid-2025,
subject to the receipt of regulatory approvals and the satisfaction
of customary closing conditions.
Holders of Old USCC 2033 Notes who validly tender such notes
after the Early Participation Date but prior to the Expiration Date
(as defined in the Prospectus), with such notes not validly
withdrawn, will not be eligible to receive $30 principal amount of
the New 2033 Notes (the “Old USCC 2033 Notes Early Participation
Premium”) or a cash payment of $1.00 (the “Old USCC 2033 Notes
Early Consent Fee”), and will only be eligible to receive $970
principal amount of the New 2033 Notes (the “Old USCC 2033 Notes
Exchange Consideration”).
Holders of Old USCC 2069 Notes, Old USCC March 2070 Notes or Old
USCC June 2070 Notes who validly tender such notes after the Early
Participation Date but prior to the Expiration Date, with such
notes not validly withdrawn, will not be eligible to receive $0.75
principal amount of the New 2069 Notes, the New March 2070 Notes or
the New June 2070 Notes, respectively (the “Old USCC 2069 and Old
USCC 2070 Notes Early Participation Premium”) or a cash payment of
$0.025 (the “Old USCC 2069 and Old USCC 2070 Notes Early Consent
Fee”), and will only be eligible to receive $24.25 principal amount
of the New 2069 Notes, New March 2070 Notes and New June 2070
Notes, respectively (the “Old USCC 2069 and Old USCC 2070 Notes
Exchange Consideration”).
As an update to the disclosure in the Prospectus, T-Mobile USA
has applied to list the New 2069 Notes, New March 2070 Notes and
New June 2070 Notes on Nasdaq’s Global Select Market and such notes
are expected to trade on Nasdaq’s Global Select Market (and not
Nasdaq’s U.S. Bond Exchange) on or promptly following the original
issue date of such notes.
Withdrawal rights in connection with the Exchange Offers and
Consent Solicitations expired at 5:00 p.m., New York City time, on
June 13, 2025, which was the withdrawal deadline for the Exchange
Offers and Consent Solicitations. Consents and tendered Old USCC
2033 Notes, Old USCC 2069 Notes, Old USCC March 2070 Notes and Old
USCC June 2070 Notes, whether submitted prior or subsequent to such
time, may not be validly revoked or withdrawn.
A Registration Statement on Form S-4 (the “Registration
Statement”) and related prospectus and consent solicitation
statement (as amended or supplemented from time to time, the
“Prospectus”) relating to the issuance of the New T-Mobile Notes
have been filed with the Securities and Exchange Commission (the
“SEC”). If and when issued, the New T-Mobile Notes will be
registered under the Securities Act of 1933, as amended.
Copies of the Prospectus pursuant to which the Exchange Offers
and Consent Solicitations are being made may be obtained from D.F.
King & Co., Inc., the information agent and exchange agent for
the Exchange Offers and Consent Solicitations. Requests for
documentation and questions regarding procedures for tendering the
Old USCC Notes can be directed to D.F. King & Co., Inc. at
(888) 605-1958 (for information U.S. Toll-free) or (212) 269-5550
(information for banks and brokers). Questions regarding the terms
and conditions of the Exchange Offers and Consent Solicitations
should be directed to the dealer managers, Morgan Stanley & Co.
LLC and Wells Fargo Securities, LLC, at Morgan Stanley & Co.
LLC, 1585 Broadway, New York, New York 10036, Attention: Global
Debt Advisory Group, Collect: (212) 761-1057, Toll Free: (800)
624-1808, Email: lmny@morganstanley.com and Wells Fargo Securities,
LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina
28202, Collect: (704) 410-4235, Toll Free: (866) 309-6316, Email:
liabilitymanagement@wellsfargo.com, Attention: Liability Management
Group, respectively.
Important Information about the Exchange Offers
The Exchange Offers and Consent Solicitations are being made
only by and pursuant to the terms and subject to the conditions set
forth in the Prospectus, which forms a part of the Registration
Statement, and the information in this press release is qualified
by reference to such Prospectus and the Registration Statement.
This press release is for informational purposes only and is not
an offer to buy or sell or the solicitation of an offer to sell
with respect to any securities. The Company is not making an offer
of New T-Mobile Notes in any jurisdiction where the Exchange Offers
are not permitted, and this press release does not constitute an
offer to participate in the Exchange Offers to any person in any
jurisdiction where it is unlawful to make such an offer or
solicitations.
Holders of the Old USCC Notes are urged to carefully read the
Prospectus before making any decision with respect to the Exchange
Offers and Consent Solicitations. None of the Company, T-Mobile
USA, the dealer managers, the trustee with respect to any series of
Old USCC Notes, the trustee with respect to any series of New
T-Mobile Notes, the information agent and exchange agent for the
Exchange Offers or any affiliate of any of them makes any
recommendation as to whether holders of the Old USCC Notes should
exchange their Old USCC Notes for New T-Mobile Notes in the
Exchange Offers, and no one has been authorized by any of them to
make such a recommendation.
Holders of the Old USCC Notes must make their own decision as to
whether to tender Old USCC Notes and, if so, the principal amount
of Old USCC Notes to tender.
About the Company
T-Mobile US, Inc. is America’s supercharged Un-carrier,
delivering an advanced 4G LTE and transformative nationwide 5G
network that will offer reliable connectivity for all. T-Mobile’s
customers benefit from its unmatched combination of value and
quality, unwavering obsession with offering them the best possible
service experience and undisputable drive for disruption that
creates competition and innovation in wireless and beyond. Based in
Bellevue, Wash., T-Mobile provides services through its
subsidiaries and operates its flagship brands, T-Mobile, Metro by
T-Mobile and Mint Mobile. For more information please visit:
https://www.t-mobile.com.
Forward-Looking Statements
This press release contains forward-looking statements that are
based on the Company’s management’s current expectations. Such
statements include, without limitation, statements about the
Exchange Offers and Consent Solicitations and the planned issuance
of the New T-Mobile 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 the Company and its
results is included in the Company’s filings with the SEC, which
are available at http://www.sec.gov.
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