T-Mobile US Inc美股招股说明书(2025-03-26版)

$1,250,000,000 5.125% Senior Notes due 2032$1,000,000,000 5.300% Senior Notes due 2035$1,250,000,000 5.875% Senior Notes due 2055 T-MobileUSA, Inc., a Delaware corporation(“T-MobileUSA” or the “Issuer”) and a direct wholly-owned subsidiary ofT-MobileUS, Inc., a Delaware corporation(“T-MobileUS” or“Parent”) is offering $1,250,000,000 aggregate principal amount of its 5.125% Senior Notes due 2032 (the “2032 Notes”), $1,000,000,000 aggregate principal amount of its 5.300% SeniorNotes due 2035 (the “2035 Notes”) and $1,250,000,000 aggregate principal amount of its 5.875% Senior Notes due 2055 (the “2055 Notes”). In this prospectus supplement, the term “Notes”collectively refers to the 2032 Notes, the 2035 Notes and the 2055 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’sBoard 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 5.125% per year and mature on May 15, 2032. The 2035 Notes will bear interest at a rate of 5.300% per year and mature on May 15,2035. The 2055 Notes will bear interest at a rate of 5.875% per year and mature on November 15, 2055. Interest on the 2032 Notes will be paid on each May 15 and November 15,commencing May 15, 2025. Interest on the 2035 Notes will be paid on each May 15 and November 15, commencing May 15, 2025. Interest on the 2055 Notes will be paid on each May 15and November 15, commencing May 15, 2025. See “Description of Notes—Brief Description of the Notes and the Note Guarantees—Principal, Maturity and Interest.” There is no sinkingfund 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 to 100% of the principal amount of suchNotes being redeemed and a “make whole” premium and (ii)on or after the applicable date indicated in the table below at a price equal to 100% of the principal amount of such Notes beingredeemed; plus, in the case of both (i)and (ii), accrued and unpaid interest, if any, to, but not including, the redemption date, as described in this prospectus supplement: March 15, 2032February 15, 2035May 15, 2055 The Issuer’s obligations under the Notes will be guaranteed (such guarantees, the “Guarantees”) (i) initially byT-MobileUS and each wholly-owned subsidiary of the Issuer that is notan Excluded Subsidiary (as defined herein) and is an obligor of the Credit Agreement (as defined herein) and (ii)by any future direct or indirect subsidiary ofT-MobileUS that is not asubsidiary of the Issuer or any other guarantor that owns capital stock of the Issuer. However, a guarantor will be automatically and unconditionally released from its obligations in respect ofthe Notes of any series if, immediately following such release and any concurrent releases of other guarantees of the subsidiary guarantors, the aggregate principal amount of indebtedness forborrowed money ofnon-guarantorsubsidiaries that are not Excluded Subsidiaries (excluding any indebtedness under any Permitted Receivables Financing (as defined herein) and anyindebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary (as defined herein)) that would remainincurred or issued and outstanding would not exceed $2,000.0million. 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 to any future indebtedness of the Issueror any guarantor to the extent that such future indebtedness provides by its terms that it is subordinated in right of payment to the Notes and the Guarantees; will be equal in right of paymentwith any of the Issuer’s and the guarantors’ existing and future indebtedness and other liabilities that are not by their terms subordinated in right of payment to the Notes, including, withoutlimitation, obligations under the Credit Agreement, the ExistingT-MobileUnsecured Notes, the Existing Sprint Unsecured Notes and the Tower Obligations (each as defined herein); will beeffectively subordinated to all existing and future secured indebtedness of the Issuer or any guarantor, in each case to the extent of the value of the assets securing such indebtedness; and willbe structurally subordinated to all of the liabilities and other obligations of the subsidiaries ofT-MobileUS that are not obligors with respect to the Notes, including the Existing ABS Notes(as defined herein), the Existing Sprint Spectrum-Backed Notes (as defined herein), factoring arrangements and tower obligations. This prospectus supplement includes additional information on the terms of the Notes, including redemption prices and co