UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 8, 2024
(Exact Name of Registrant as Specified in Charter)
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (425 ) 378-4000
(Former Name or Former Address, if Changed Since Last Report):
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On May 8, 2024, 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 €600 million in aggregate principal amount
of its 3.550% Senior Notes due 2029 (the “2029 Notes”), €750 million in aggregate principal amount of its 3.700% Senior Notes due 2032 (the “2032 Notes”) and €650 million in aggregate principal amount of its 3.850% Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes and the 2032 Notes, the “Notes”) pursuant to an underwriting agreement,
dated as of April 30, 2024 (the “Underwriting Agreement”), with the several underwriters named therein. 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 Fifteenth Supplemental Indenture, dated as of May 8, 2024 (the “Fifteenth Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2029 Notes, (ii) a Sixteenth Supplemental Indenture, dated as of
May 8, 2024 (the “Sixteenth Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to
the 2032 Notes and (iii) a Seventeenth Supplemental Indenture, dated as of May 8, 2024 (the “Seventeenth Supplemental Indenture”), among T-Mobile USA, the
Company, the other guarantors party thereto and the Trustee, with respect to the 2036 Notes (the Base Indenture, as amended and supplemented by each of the Fifteenth Supplemental Indenture, the Sixteenth Supplemental Indenture and the Seventeenth
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 May 1, 2023, as amended (File No. 333-271553). T-Mobile USA
intends to list the notes on the Nasdaq Bond Exchange.
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, any dividends declared by the Company’s Board of Directors and refinancing of existing indebtedness on an ongoing basis.
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 Fifteenth Supplemental Indenture, the Sixteenth Supplemental Indenture and the Seventeenth Supplemental Indenture, which are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2, 4.3 and
4.4, 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:
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Exhibit No.
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Description
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Underwriting Agreement, dated April 30, 2024, among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and the several
underwriters named in Schedule 1 thereto.
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Indenture, dated as of September 15, 2022, by and among T‑Mobile
USA, Inc., the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 15, 2022).
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Fifteenth Supplemental Indenture, dated as of May 8, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.550 % Senior Note
due 2029.
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Sixteenth Supplemental Indenture, dated as of May 8, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.700% Senior Note due
2032.
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Seventeenth Supplemental Indenture, dated as of May 8, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.850 % Senior Note
due 2036.
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Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.
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Opinion of Ryan Brady, Esq.
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Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
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Consent of Ryan Brady, Esq. (included in Exhibit 5.2).
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Press release entitled “T-Mobile Announces Proposed Public Offering of Euro-Denominated Senior Notes.”
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Press release entitled “T-Mobile Agrees to Sell €2.0 Billion of Euro-Denominated Senior Notes.”
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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T-MOBILE US, INC.
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May 8, 2024
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/s/ Peter Osvaldik
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Name:
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Peter Osvaldik
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Title:
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Executive Vice President and Chief Financial Officer
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