T-Mobile US Inc美股招股说明书(2025-02-06版)

T-Mobile USA, Inc. €1,000,000,000 3.150% Senior Notes due 2032€1,000,000,000 3.500% Senior Notes due 2037€ 750,000,000 3.800% Senior Notes due 2045 T-Mobile USA, Inc., a Delaware corporation (“T-Mobile USA” or the “Issuer”) and a direct wholly-owned subsidiary of T-Mobile US, Inc., aDelaware corporation (“T-Mobile US” or “Parent”) is offering €1,000,000,000 aggregate principal amount of its 3.150% Senior Notes due 2032(the “2032 Notes”), €1,000,000,000 aggregate principal amount of its 3.500% Senior Notes due 2037 (the “2037 Notes”) and €750,000,000aggregate principal amount of its 3.800% Senior Notes due 2045 (the “2045 Notes”). In this prospectus supplement, the term “Notes” collectivelyrefers to the 2032 Notes, the 2037 Notes and the 2045 Notes. We intend to use the net proceeds from this offering for general corporate purposes, which may include among other things, share repurchases,any dividends declared by Parent’s Board of Directors and refinancing of existing indebtedness on an ongoing basis. See “Use of Proceeds.” The 2032 Notes will bear interest at a rate of 3.150% per year and mature on February 11, 2032. The 2037 Notes will bear interest at a rate of3.500% per year and mature on February 11, 2037. The 2045 Notes will bear interest at a rate of 3.800% per year and mature on February 11,2045. Interest on the 2032 Notes will be paid annually in arrears on February 11, commencing February 11, 2026. Interest on the 2037 Notes willbe paid annually in arrears on February 11, commencing February 11, 2026. Interest on the 2045 Notes will be paid annually in arrears onFebruary 11, commencing February 11, 2026. See “Description of Notes—Brief Description of the Notes and the Note Guarantees—Principal,Maturity and Interest.” There is no sinking fund for the Notes. Some or all of the Notes are permitted to be redeemed (i) at any time prior to the applicable date indicated in the table below at a price equal to100% of the principal amount of such Notes being redeemed and a “make whole” premium and (ii) on or after the applicable date indicated in thetable below at a price equal to 100% of the principal amount of such Notes being redeemed; plus, in the case of both (i) and (ii), accrued andunpaid interest, if any, to, but not including, the redemption date, as described in this prospectus supplement. In addition, the Notes will beredeemable if certain events occur involving United States taxation. 2032 NotesNovember 11, 20312037 NotesNovember 11, 20362045 NotesAugust 11, 2044 The Issuer’s obligations under the Notes will be guaranteed (such guarantees, the “Guarantees”) (i) initially by T-Mobile US and each wholly-owned subsidiary of the Issuer that is not an Excluded Subsidiary (as defined herein) and is an obligor of the Credit Agreement (as definedherein) and (ii) by any future direct or indirect subsidiary of T-Mobile US that is not a subsidiary of the Issuer or any other guarantor that ownscapital stock of the Issuer. However, a guarantor will be automatically and unconditionally released from its obligations in respect of the Notes ofany series if, immediately following such release and any concurrent releases of other guarantees of the subsidiary guarantors, the aggregateprincipal amount of indebtedness for borrowed money of non-guarantor subsidiaries that are not Excluded Subsidiaries (excluding anyindebtedness under any Permitted Receivables Financing (as defined herein) and any indebtedness of an “Unrestricted Subsidiary” (or theequivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary (as defined herein)) that would remain incurred orissued and outstanding would not exceed $2,000.0 million. See “Description of Notes—Brief Description of the Notes and the Note Guarantees—The Note Guarantees.” The Notes and the Guarantees will be the Issuer’s and the guarantors’ unsubordinated unsecured obligations; will be senior in right of payment toany future indebtedness of the Issuer or any guarantor to the extent that such future indebtedness provides by its terms that it is subordinated inright of payment to the Notes and the Guarantees; will be equal in right of payment with any of the Issuer’s and the guarantors’ existing andfuture indebtedness and other liabilities that are not by their terms subordinated in right of payment to the Notes, including, without limitation,obligations under the Credit Agreement, the Existing T-Mobile Unsecured Notes, the Existing Sprint Unsecured Notes and the Tower Obligations(each as defined herein); will be effectively subordinated to all existing and future secured indebtedness of the Issuer or any guarantor, in eachcase to the extent of the value of the assets securing such indebtedness; and will be structurally subordinated to all of the liabilities and otherobligations of the subsidiaries of T-Mobile US that are not obligors with respect to the Notes, including the Existing ABS Notes (as definedherein), the Existing Sprint Spect