T-Mobile US Inc美股招股说明书(2025-10-08版)

$800,000,000 4.625% Senior Notes due 2033$1,000,000,000 4.950% Senior Notes due 2035$1,000,000,000 5.700% Senior Notes due 2056 T-Mobile USA, Inc., a Delaware corporation (“T-Mobile USA” or the “Issuer”) and a direct wholly-owned subsidiary of T-Mobile US, Inc., a Delaware corporation(“T-Mobile US” or “Parent”) is offering $800,000,000 aggregate principal amount of its 4.625% Senior Notes due 2033 (the “2033 Notes”), $1,000,000,000 aggregateprincipal amount of its 4.950% Senior Notes due 2035 (the “2035 Notes”) and $1,000,000,000 aggregate principal amount of its 5.700% Senior Notes due 2056 (the “2056Notes”). In this prospectus supplement, the term “Notes” collectively refers to the 2033 Notes, the 2035 Notes and the 2056 Notes. We intend to use the net proceeds from this offering for refinancing existing indebtedness on an ongoing basis, or other general corporate purposes. See “Use ofProceeds.” The 2033 Notes will bear interest at a rate of 4.625% per year and mature on January 15, 2033. The 2035 Notes will bear interest at a rate of 4.950% per year andmature on November 15, 2035. The 2056 Notes will bear interest at a rate of 5.700% per year and mature on January 15, 2056. Interest on the 2033 Notes will be paid oneach January 15 and July 15, commencing July 15, 2026. Interest on the 2035 Notes will be paid on each May15 and November15, commencing May 15, 2026. Intereston the 2056 Notes will be paid on each January 15 and July 15, commencing July 15, 2026. See “Description of Notes—Brief Description of the Notes and theNoteGuarantees—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 to 100% of theprincipal amount of such Notes 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 being redeemed; 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: 2033 Notes2035 Notes2056 Notes November 15, 2032August 15, 2035July 15, 2055 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 ofthe Issuer that is not an Excluded Subsidiary (as defined herein) and is an obligor of the Credit Agreement (as defined herein) and (ii) by any future direct or indirectsubsidiary of T-Mobile US that is not a subsidiary of the Issuer or any other guarantor that owns capital stock of the Issuer. However, a guarantor will be automatically andunconditionally released from its obligations in respect of the Notes of any series if, immediately following such release and any concurrent releases of other guarantees ofthe subsidiary guarantors, the aggregate principal amount of indebtedness for borrowed money of non-guarantor subsidiaries that are not Excluded Subsidiaries (excludingany indebtedness under any Permitted Receivables Financing (as defined herein) and any indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) underthe Credit Agreement or Permitted Receivables Financing Subsidiary (as defined herein)) that would remain incurred or issued and outstanding would not exceed$2,000.0million. See “Description of Notes—Brief Description of the Notes and the NoteGuarantees—The NoteGuarantees.” 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 futureindebtedness of the Issuer or 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 theGuarantees; will be equal in right of payment with any of the Issuer’s and the guarantors’ existing and future indebtedness and other liabilities that are not by their termssubordinated in right of payment to the Notes, including, without limitation, obligations under the Credit Agreement, the Existing T-Mobile Unsecured Notes, the ExistingSprint Unsecured Notes and the Tower Obligations (each as defined herein); will be effectively subordinated to all existing and future secured indebtedness of the Issuer orany guarantor, in each case 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 defined herein), the Existing SprintSpectrum-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 covenants. See “Description of Notes.” Investing in the No