T-Mobile US Inc美股招股说明书(2025-05-23版)

T-MobileUSA, Inc. Offers to ExchangeAll Outstanding Notes of United States Cellular Corporation of the Series Specified Belowand Solicitation of Consents to Amend the Related Indentures Withdrawal Deadline: 5:00 p.m., New York City Time, June 13, 2025, unless extendedEarly Participation Date: 5:00 p.m., New York City Time, June 13, 2025, unless extendedExpiration Date: 5:00 p.m., New York City Time, July 1, 2025, unless extended This investment involves risks. Prior to participating in any of the exchange offers and consenting to the proposed amendments, please see thesection entitled “Risk Factors” beginning on page 24 of this prospectus for a discussion of the risks that you should consider. Additionally, seethe “Risk Factors” inT-MobileUS, Inc.’s Annual Report on Form10-Kfor the fiscal year ended December31, 2024 and in T-Mobile US, Inc.’sQuarterly Report on Form 10-Q for the quarter ended March 31, 2025, which are each incorporated by reference herein, to read about factorsyou should consider before investing in the NewT-MobileNotes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. The dealer managers for the exchange offers and solicitation agents for the consent solicitations for the Old USCC Notes are: MorganStanley Table of Contents (continued) These exchange offers and consent solicitations are being made to all holders of each series of the above-referenced Old USCC Notes. None ofT-MobileUS, Inc.,T-MobileUSA, USCC, the exchange agent and information agent (each as defined below), the USCC Trustee (as definedbelow), the Trustee (as defined below), or the dealer managers and solicitation agents makes any recommendation as to whether holders of Old USCCNotes should exchange their notes in the exchange offers or deliver consents to the proposed amendments to the USCC Indentures (as defined below). In exchange for each $1,000 principal amount of the Old USCC 2033 Notes that is validly tendered prior to 5:00p.m., New York City time, on June 13,2025, unless extended by us, in our sole discretion (such date and time, as it may be extended, the “Early Participation Date”), and not validlywithdrawn, holders of such Old USCC 2033 Notes will be eligible to receive the early exchange consideration set out in the table above (the “Old USCC2033 Notes Early Exchange Consideration”), which consists of (i) $1,000 principal amount of the New 2033 Notes (including the Early ParticipationPremium set out in the table above (the “Old USCC 2033 Notes Early Participation Premium”), which consists of $30 principal amount of the New2033 Notes) 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 theExpiration Date (as defined below) and not validly withdrawn, holders of such Old USCC 2033 Notes will be eligible to receive only the exchangeconsideration set out in the table above (the “Old USCC 2033 Notes Exchange Consideration”), which is equal to the Old USCC 2033 Notes EarlyExchange Consideration less the Old USCC 2033 Notes Early Participation Premium and less the Old USCC 2033 Notes Early Consent Fee, and soconsists 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 2070Notes that is validly tendered prior to the Early Participation Date, and not validly withdrawn, holders of such series, respectively, will be eligible toreceive 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”), which consists of $0.75 principalamount of the New 2069 Notes, New March 2070 Notes or New June 2070 Notes validly tendered and accepted for exchange) and (ii)a cash paymentof $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 March2070 Notes and Old USCC June 2070Notes 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