T-Mobile US, Inc. (NASDAQ: TMUS) (the “Company”) today announced that it, together with T-Mobile USA, Inc., its wholly-owned subsidiary (“T-Mobile USA”), has commenced offers to exchange (the “Exchange Offers”) any and all of certain outstanding senior notes of United States Cellular Corporation (“USCC”), pursuant to the Securities Purchase Agreement announced on May 24, 2024, under which the Company has agreed to purchase certain assets from USCC.
Today’s announcement includes 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 USCC Indentures (as defined below) (the “Consent Solicitations”).
The following table sets forth the consideration to be offered to holders of each series of Old USCC Notes in the Exchange Offers and the Consent Solicitations:
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 |
Exchange Consideration(1) |
Early Participation Premium(1) |
Early Consent Fee(2) |
Early Exchange Consideration(3) |
|
New T-Mobile Notes (Principal Amount) |
Cash |
|||||||
$544 |
6.700% Senior Notes due 2033 (the “Old USCC 2033 Notes”) |
911684AD0/US911684AD06 |
6.700% Senior Notes due 2033 (the “New 2033 Notes”) |
$970 |
$30 |
$1.00 |
$1,000 |
$1.00 |
$500 |
6.250% Senior Notes due 2069 (the “Old USCC 2069 Notes”) |
911684702/US9116847024 |
6.250% Senior Notes due 2069 (the “New 2069 Notes”) |
$24.25 |
$0.75 |
$0.025 |
$25 |
$0.025 |
$500 |
5.500% Senior Notes due 2070 (March) (the “Old USCC March 2070 Notes”) |
911684801/US9116848014 |
5.500% Senior Notes due March 2070 (the “New March 2070 Notes”) |
$24.25 |
$0.75 |
$0.025 |
$25 |
$0.025 |
$500 |
5.500% Senior Notes due 2070 (June) (the “Old USCC June 2070 Notes”) |
911684884/US9116848840 |
5.500% Senior Notes due June 2070 (the “New June 2070 Notes”) |
$24.25 |
$0.75 |
$0.025 |
$25 |
$0.025 |
|
| (1) | Consideration in the form of principal amount of (i) the New 2033 Notes per $1,000 principal amount of the Old USCC 2033 Notes and (ii) the New 2069 Notes, the New March 2070 Notes and the New June 2070 Notes per $25 principal amount of the Old USCC 2069 Notes, the Old USCC March 2070 Notes and the Old USCC June 2070 Notes, respectively, of like tenor and coupon, in each case, validly tendered and accepted for exchange, subject to any rounding as described in the Prospectus. |
|
(2) |
Consideration in the form of a cash payment of (i) $1.00 per $1,000 of the Old USCC 2033 Notes and (ii) $0.025 per $25 principal amount of the Old USCC 2069 Notes, the Old USCC March 2070 Notes and Old USCC June 2070 Notes, in each case, for consents to the proposed amendments to the applicable USCC Indenture under which such series of those notes were issued validly delivered prior to the Early Participation Date (defined below) and not validly withdrawn. |
|
(3) |
Expressed per $1,000 principal amount of the Old USCC 2033 Notes and per $25 principal amount of the Old USCC 2069 Notes, Old USCC March 2070 Notes and Old USCC June 2070 Notes. Includes the applicable Early Participation Premium (as defined below) and the applicable Early Consent Fee (as defined below) for each series of Old USCC Notes validly tendered prior to the Early Participation Date and not validly withdrawn. |
No cash payment in respect of accrued but unpaid interest will be paid at settlement of the Exchange Offers with respect to Old USCC Notes tendered for exchange. However, interest on the applicable New T-Mobile Notes will accrue from and including the most recent interest payment date of the tendered Old USCC Notes. Each of the Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on July 1, 2025, unless extended (such date and time as they may be extended, the “Expiration Date”).
In exchange for each $1,000 principal amount of the Old USCC 2033 Notes that is validly tendered prior to 5:00 p.m., New York City time, on June 13, 2025, unless extended by the Company, in its sole discretion (such date and time, as it may be extended, the “Early Participation Date”), and not validly withdrawn, holders of such Old USCC 2033 Notes will be eligible to receive the early exchange consideration set out in the table above (the “Old USCC 2033 Notes Early Exchange Consideration”), which consists of (i) $1,000 principal amount of the New 2033 Notes (including the Early Participation Premium set out in the table above (the “Old USCC 2033 Notes Early Participation Premium”) and (ii) a cash payment of $1.00 (the “Old USCC 2033 Notes Early Consent Fee”).
In exchange for each $1,000 principal amount of the Old USCC 2033 Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date and not validly withdrawn, holders of such Old USCC 2033 Notes will be eligible to receive only the exchange consideration set out in the table above, which is equal to the Old USCC 2033 Notes Early Exchange Consideration less the Old USCC 2033 Notes Early Participation Premium and less the Old USCC 2033 Notes Early Consent Fee, and so consists of $970 principal amount of the New 2033 Notes.
In exchange for each note (or unit) per $25 principal amount of the Old USCC 2069 Notes, Old USCC March 2070 Notes and Old USCC June 2070 Notes that is validly tendered prior to the Early Participation Date, and not validly withdrawn, holders of such series, respectively, will be eligible to receive the early exchange consideration set out in the table above (the “Old USCC 2069 and Old USCC 2070 Notes Early Exchange Consideration”), which in each case consists of (i) $25 principal amount of the corresponding New 2069 Notes, New March 2070 Notes and New June 2070 Notes (including the Early Participation Premiums set out in the table above (the “Old USCC 2069 and Old USCC 2070 Notes Early Participation Premium” and together with the Old USCC 2033 Notes Early Participation Premium, the “Early Participation Premium”) and (ii) a cash payment of $0.025 (the “Old USCC 2069 and Old USCC 2070 Notes Early Consent Fee” and together with the Old USCC 2033 Notes Early Consent Fee, the “Early Consent Fee”).
In exchange for each note (or unit) per $25 principal amount of the Old USCC 2069 Notes, Old USCC March 2070 Notes and Old USCC June 2070 Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date and not validly withdrawn, holders of such series, respectively, will be eligible to receive only the exchange consideration set out in the table above, which is equal to the Old USCC 2069 and Old USCC 2070 Notes Early Exchange Consideration less the Old USCC 2069 and Old USCC 2070 Notes Early Participation Premium and less the Old USCC 2069 and Old USCC 2070 Notes Early Consent Fee, and so consists of $24.25 principal amount of the New 2069 Notes, New March 2070 Notes and New June 2070 Notes, respectively.
The Company will pay the Early Consent Fee on the Settlement Date (as defined in the Prospectus). Holders of Old USCC Notes for which no consent is delivered prior to the Early Participation Date (or Old USCC Notes for which a valid consent is delivered, but such consent is revoked prior to the Early Participation Date) will not receive any Early Consent Fee, even though the proposed amendments to the USCC Indentures (as defined below), once operative, will bind all holders and their transferees. No additional amounts will be paid with respect to any tax withheld from the payment of an Early Consent Fee. No other payment will be made for a holder’s consent to the proposed amendments to the USCC Indentures.
Tenders of Old USCC Notes in connection with any of the Exchange Offers may be withdrawn and consents to the proposed amendments may be revoked at any time prior to 5:00 p.m., New York City time, on June 13, 2025, unless extended by the Company, in its sole discretion (such date and time, as it may be extended, the “Withdrawal Deadline”), but may not be withdrawn or revoked at any time thereafter. Consents may be revoked prior to the Withdrawal Deadline only by validly withdrawing the associated tendered Old USCC Notes. A valid withdrawal of tendered Old USCC Notes prior to the Withdrawal Deadline will be deemed to be a concurrent revocation of the related consent to the proposed amendments to the relevant USCC Indenture, and a revocation of a consent to the proposed amendments prior to the Withdrawal Deadline will be deemed to be a concurrent withdrawal of the related tendered Old USCC Notes. Following the Withdrawal Deadline, tenders of Old USCC Notes may not be validly withdrawn and consents may not be revoked unless the Company elects in its sole discretion to amend the Exchange Offers and Consent Solicitations to allow such actions or the Company is otherwise required by law to permit withdrawal. To the extent the Company elects to allow additional withdrawal rights after the Withdrawal Deadline, it may elect do so without also allowing additional consent revocation rights.
With respect to any Old USCC 2069 Notes, Old USCC March 2070 Notes and Old USCC June 2070 Notes, accepted for exchange by T-Mobile USA, T-Mobile USA will pay a soliciting dealer fee of $0.0625 for each note (or unit) per $25 principal amount of the Old USCC 2069 Notes, Old USCC March 2070 Notes and Old USCC June 2070 Notes that are validly tendered prior to the Expiration Date and not validly withdrawn to retail brokers that are appropriately designated by their tendering holder clients to receive this fee, provided that such fee will only be paid with respect to tenders by holders whose aggregate principal amount of Old USCC Notes is $250,000 or less.
In conjunction with the Exchange Offers, the Company is soliciting consents from holders of each series of Old USCC Notes (“Consents”) to certain proposed amendments to the indentures governing the Old USCC Notes (the “USCC Indentures”) to modify or eliminate certain notice requirements and restrictive covenants in the USCC Indentures (the “Proposed Amendments”). Holders of Old USCC Notes that tender such Old USCC Notes will be deemed to have given Consent to the Proposed Amendments with respect to the Old USCC Notes. To adopt the Proposed Amendments related to a series of Old USCC Notes, the Company must receive Consents from holders representing a majority of the outstanding principal amount of such series of Old USCC Notes (the “Requisite Consents”). If the Requisite Consents are received with respect to any series of Old USCC Notes, a supplemental indenture, giving effect to the Proposed Amendments with respect to the applicable Old USCC Notes, will be executed promptly following the receipt of the Requisite Consents, but in no event prior to the Withdrawal Deadline. The holders may revoke their consent to the proposed amendments at any time prior to the Withdrawal Deadline by withdrawing the Old USCC Notes they have tendered prior to the Withdrawal Deadline but they will not be able to revoke their consent after the Withdrawal Deadline, as further described in the Prospectus. All holders that do not deliver valid unrevoked consents to the Proposed Amendments prior to the Early Participation Date will not be entitled to receive any Early Consent Fee, but will be bound by the Proposed Amendments if it becomes operative, as described in the Prospectus.
Each New T-Mobile Note issued in exchange for an Old USCC Note will have an interest rate and maturity that is identical to the interest rate and maturity of the tendered Old USCC Note, as well as identical interest payment dates and substantially identical optional redemption provisions. The New T-Mobile Notes will be unsecured and unsubordinated obligations of T-Mobile USA and will rank equally with all other unsecured and unsubordinated indebtedness of T-Mobile USA issued from time to time. Each New T-Mobile Note will be fully and unconditionally guaranteed by the Guarantors. The Guarantors’ guarantee will rank pari passu with the Guarantors’ other unsecured and unsubordinated indebtedness for borrowed money. The New T-Mobile Notes offered will be structurally subordinated to all existing and future obligations of any of T-Mobile USA’s non-guarantor subsidiaries and any subsidiaries that T-Mobile USA may in the future acquire or establish.
T-Mobile USA has applied to list the New 2069 Notes, the New March 2070 Notes and the New June 2070 Notes on Nasdaq’s U.S. Bond Exchange. If the application is approved, the Company expects trading in such notes on Nasdaq’s U.S. Bond Exchange to begin on the original issue date or promptly thereafter. T-Mobile USA does not intend to apply for the New 2033 Notes to be listed on any securities exchange or to arrange for the New 2033 Notes to be quoted on any quotation system.
USCC has advised the Company that, as of the date hereof, it does not currently intend to redeem any of the remaining Old USCC Notes. However, in the future, USCC may redeem or otherwise repurchase Old USCC Notes that are not tendered in the exchange offers, as described in the Prospectus under the heading “Risk Factors—Risks Relating to the Exchange Offers and Consent Solicitations— USCC may redeem or otherwise repurchase any Old USCC Notes that are not tendered in the exchange offers on terms that are more favorable to the holders of the Old USCC Notes than the terms of the exchange offers.”
USCC may, in its sole discretion, delist any of the Old USCC 2069 Notes, Old USCC March 2070 Notes and/or Old USCC June 2070 Notes from the New York Stock Exchange, as described in the Prospectus under the heading “Risk Factors— Risks Relating to the Exchange Offers and Consent Solicitations— The Old USCC 2069 Notes, Old USCC March 2070 Notes and Old USCC June 2070 Notes may be delisted from the New York Stock Exchange.”
The description above includes only a summary of certain key terms of the Exchange Offers, Consent Solicitations and the New T-Mobile Notes. A Registration Statement on Form S-4, including a prospectus and consent solicitation statement forming a part thereof (the “Prospectus”), which is subject to change, relating to the issuance of the New T-Mobile Notes has been filed with the Securities and Exchange Commission (the “SEC”) (the “Registration Statement”). 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.
The effectiveness of the Consent Solicitations are subject to the receipt of the Requisite Consents for each series of Old USCC Notes being tendered.
The consummation of each Exchange Offer is subject to, and conditioned upon, the satisfaction or, where permitted, waiver of certain conditions, including, among other things, (i) the Registration Statement having been declared effective by the SEC and not being subject to a stop order by the SEC, (ii) the closing of the Acquisition (as defined in the Prospectus) and (iii) the absence of any actual or threatened legal impediment to the acceptance for exchange of, or exchange of, the Old USCC Notes.
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 solicitation of offers to exchange the Old USCC Notes for New T-Mobile Notes is only being made pursuant to the terms of the Exchange Offers. 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. This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful.
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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