UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Item 8.01. Other Events.
On February 9, 2023, T-Mobile USA, Inc. (“T-Mobile USA”), a direct, wholly-owned subsidiary of T-Mobile US, Inc. (the “Company”), closed an underwritten public offering of $1.00 billion in aggregate principal amount of its 4.950% Senior Notes due 2028 (the “2028 Notes”), $1.25 billion in aggregate principal amount of its 5.050% Senior Notes due 2033 (the “2033 Notes”) and $750 million in aggregate principal amount of its 5.650% Senior Notes due 2053 (the “2053 Notes” and, together with the 2028 Notes and the 2033 Notes, the “Notes”) pursuant to an underwriting agreement, dated as of February 6, 2023 (the “Underwriting Agreement”), with the several underwriters named therein, for which Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC acted as representatives. The Notes were issued pursuant to an Indenture (the “Base Indenture”), dated as of September 15, 2022, among T-Mobile USA, the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended and supplemented by (i) a Fourth Supplemental Indenture, dated as of February 9, 2023 (the “Fourth Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2028 Notes, (ii) a Fifth Supplemental Indenture, dated as of February 9, 2023 (the “Fifth Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2033 Notes and (iii) the Second Supplemental Indenture, dated as of September 15, 2022 (the “Second Supplemental Indenture”), and a Sixth Supplemental Indenture, dated as of February 9, 2023 (the “Sixth Supplemental Indenture” and collectively with the Second Supplemental Indenture, the “2053 Notes Supplemental Indenture”), with respect to the 2053 Notes, each among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee (the Base Indenture, as amended and supplemented by each of the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the 2053 Notes Supplemental Indenture, each an “Indenture” and, collectively, the “Indentures”). The offering of the Notes was registered pursuant to an automatic shelf registration statement on Form S-3 that the Company, T-Mobile USA and certain guarantors filed with the SEC on September 28, 2020, as amended (File No. 333-249079).
The net proceeds from the sale of the Notes are expected to be used for general corporate purposes, which may include among other things, share repurchases and refinancing of existing indebtedness on an ongoing basis.
The 2053 Notes are an additional issuance of the 5.650% Senior Notes due 2053 issued by T-Mobile USA in an aggregate principal of $1.00 billion on September 15, 2022 (the “Existing 2053 Notes”), are fungible with the Existing 2053 Notes and are consolidated with and form a single series with the Existing 2053 Notes. The 2053 Notes have the same terms as the Existing 2053 Notes, other than the settlement date, offering price and initial interest payment date, and have the same CUSIP number as the Existing 2053 Notes.
T-Mobile USA’s obligations under the Notes will be guaranteed on a senior unsecured basis initially by the Company and certain wholly-owned subsidiaries, subject to release under the conditions provided in the Indenture.
The above description of the Underwriting Agreement and the Indentures is a summary only and is subject to, and qualified entirely by, the Underwriting Agreement, the Base Indenture, the Second Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, which are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibits are provided as part of this Current Report on Form 8-K:
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| T-MOBILE US, INC. | |||
| February 9, 2023 | /s/ Peter Osvaldik | ||
| Name: | Peter Osvaldik | ||
| Title: | Executive Vice President and Chief Financial Officer | ||