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Associated Press
02-08-2025
- Business
- Associated Press
T-Mobile US, Inc. and T-Mobile USA, Inc. Announce Final Results of its Exchange Offers and Consent Solicitations for Certain of Array Digital Infrastructure, Inc.'s Outstanding Debt Securities
BELLEVUE, Wash.--(BUSINESS WIRE)--Aug 1, 2025-- T-Mobile US, Inc. (NASDAQ: TMUS) (the 'Company') today announced, together with T-Mobile USA, Inc., its wholly-owned subsidiary ('T-Mobile USA'), the expiration and final results of its previously announced offers to exchange (the 'Exchange Offers') any and all of certain series of outstanding senior notes of Array Digital Infrastructure, Inc. (formerly known as United States Cellular Corporation) ('Array'). The Exchange Offers were launched pursuant to the Securities Purchase Agreement announced on May 28, 2024, under which the Company agreed to purchase certain assets from Array. Today's final results concern the Company's offers to exchange: (i) Array's 6.700% Senior Notes due 2033 (the 'Old Array 2033 Notes') for new 6.700% Senior Notes due 2033 to be issued by T-Mobile USA (the 'New 2033 Notes'); (ii) Array's 6.250% Senior Notes due 2069 (the 'Old Array 2069 Notes') for new 6.250% Senior Notes due 2069 to be issued by T-Mobile USA (the 'New 2069 Notes'); (iii) Array's 5.500% Senior Notes due 2070 (March) (the 'Old Array March 2070 Notes') for new 5.500% Senior Notes due March 2070 to be issued by T-Mobile USA (the 'New March 2070 Notes'); and (iv) Array's 5.500% Senior Notes due 2070 (June) (the 'Old Array June 2070 Notes' and, together with the Old Array 2033 Notes, the Old Array 2069 Notes and the Old Array March 2070 Notes, the 'Old Array Notes') for new 5.500% Senior Notes due June 2070 to be issued by T-Mobile USA (the 'New June 2070 Notes' and, collectively with the New 2033 Notes, the New 2069 Notes and New March 2070 Notes, the 'New T-Mobile Notes'); in each case upon the terms and subject to the conditions set forth in the Prospectus, as defined below. In connection with the Exchange Offers, the Company and T-Mobile USA also solicited consents to amend the applicable indentures governing each series of the Old Array Notes (the 'Consent Solicitations') to modify or eliminate certain notice requirements and restrictive covenants in the indentures governing the Old Array Notes. As previously announced on June 16, 2025, the Company and T-Mobile USA have received valid consents to the Proposed Amendments (as defined in the Prospectus) to the indentures governing the Old Array Notes from the holders of at least a majority of the outstanding aggregate principal amount of each series of the Old Array Notes. The Exchange Offers and the Consent Solicitations expired today, August 1, 2025, at 5:00 p.m., New York City time (the 'Expiration Date'). The table below provides the aggregate principal amount of validly tendered Old Array Notes that the Company accepted for exchange as of the Expiration Date, as well as the aggregate principal amount of New T-Mobile Notes to be issued and the total amount of cash to be paid, in connection with the Exchange Offers and the Consent Solicitations: The Company and T-Mobile USA did not receive any cash proceeds from the Exchange Offers. Settlement of the Exchange Offers and Consent Solicitations is expected to occur on or about August 5, 2025. D.F. King & Co., Inc. acted as the information agent and exchange agent for the Exchange Offers and Consent Solicitations. Requests for documentation and questions regarding the Exchange Offers and Consent Solicitations can be directed to D.F. King & Co., Inc. at (888) 605-1958 (for information U.S. Toll-free) or (212) 269-5550 (information for banks and brokers). Questions regarding the terms and conditions of the Exchange Offers and Consent Solicitations should be directed to the dealer managers, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, at Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Global Debt Advisory Group, Collect: (212) 761-1057, Toll Free: (800) 624-1808, Email: [email protected] and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Collect: (704) 410-4235, Toll Free: (866) 309-6316, Email: [email protected], Attention: Liability Management Group, respectively. Important Information about the Exchange Offers The Exchange Offers and Consent Solicitations were made solely pursuant to a Registration Statement on Form S-4 (the 'Registration Statement') and related prospectus and consent solicitation statement (as amended or supplemented from time to time, the 'Prospectus') relating to the issuance of the New T-Mobile Notes filed with the Securities and Exchange Commission. The information in this press release is qualified by reference to such Prospectus and the Registration Statement. This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to sell with respect to any securities. The Exchange Offers were not made to holders of Old Array Notes in any jurisdiction in which the making or acceptance thereof would not have been permitted, and this press release does not constitute an offer to participate in the Exchange Offers to any person in any jurisdiction where it is unlawful to make such an offer or solicitations. About the Company T-Mobile US, Inc. is America's supercharged Un-carrier, delivering an advanced 4G LTE and transformative nationwide 5G network that will offer reliable connectivity for all. T-Mobile's customers benefit from its unmatched combination of value and quality, unwavering obsession with offering them the best possible service experience and undisputable drive for disruption that creates competition and innovation in wireless and beyond. Based in Bellevue, Wash., T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile, Metro by T-Mobile and Mint Mobile. For more information please visit: Forward-Looking Statements This press release contains forward-looking statements that are based on the Company's management's current expectations. Such statements include, without limitation, statements about the Exchange Offers and Consent Solicitations and the issuance of the New T-Mobile Notes. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including, without limitation, prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect the Company and its results is included in the Company's filings with the SEC, which are available at View source version on CONTACT: T-Mobile US Media Relations [email protected] Relations [email protected] KEYWORD: WASHINGTON UNITED STATES NORTH AMERICA INDUSTRY KEYWORD: TELECOMMUNICATIONS NETWORKS HARDWARE PUBLIC RELATIONS/INVESTOR RELATIONS COMMUNICATIONS CONSUMER ELECTRONICS TECHNOLOGY MOBILE/WIRELESS SOURCE: T-Mobile US, Inc. Copyright Business Wire 2025. PUB: 08/01/2025 10:04 PM/DISC: 08/01/2025 10:03 PM
Yahoo
02-08-2025
- Business
- Yahoo
T-Mobile US, Inc. and T-Mobile USA, Inc. Announce Final Results of its Exchange Offers and Consent Solicitations for Certain of Array Digital Infrastructure, Inc.'s Outstanding Debt Securities
BELLEVUE, Wash., August 02, 2025--(BUSINESS WIRE)--T-Mobile US, Inc. (NASDAQ: TMUS) (the "Company") today announced, together with T-Mobile USA, Inc., its wholly-owned subsidiary ("T-Mobile USA"), the expiration and final results of its previously announced offers to exchange (the "Exchange Offers") any and all of certain series of outstanding senior notes of Array Digital Infrastructure, Inc. (formerly known as United States Cellular Corporation) ("Array"). The Exchange Offers were launched pursuant to the Securities Purchase Agreement announced on May 28, 2024, under which the Company agreed to purchase certain assets from Array. Today's final results concern the Company's offers to exchange: (i) Array's 6.700% Senior Notes due 2033 (the "Old Array 2033 Notes") for new 6.700% Senior Notes due 2033 to be issued by T-Mobile USA (the "New 2033 Notes"); (ii) Array's 6.250% Senior Notes due 2069 (the "Old Array 2069 Notes") for new 6.250% Senior Notes due 2069 to be issued by T-Mobile USA (the "New 2069 Notes"); (iii) Array's 5.500% Senior Notes due 2070 (March) (the "Old Array March 2070 Notes") for new 5.500% Senior Notes due March 2070 to be issued by T-Mobile USA (the "New March 2070 Notes"); and (iv) Array's 5.500% Senior Notes due 2070 (June) (the "Old Array June 2070 Notes" and, together with the Old Array 2033 Notes, the Old Array 2069 Notes and the Old Array March 2070 Notes, the "Old Array Notes") for new 5.500% Senior Notes due June 2070 to be issued by T-Mobile USA (the "New June 2070 Notes" and, collectively with the New 2033 Notes, the New 2069 Notes and New March 2070 Notes, the "New T-Mobile Notes"); in each case upon the terms and subject to the conditions set forth in the Prospectus, as defined below. In connection with the Exchange Offers, the Company and T-Mobile USA also solicited consents to amend the applicable indentures governing each series of the Old Array Notes (the "Consent Solicitations") to modify or eliminate certain notice requirements and restrictive covenants in the indentures governing the Old Array Notes. As previously announced on June 16, 2025, the Company and T-Mobile USA have received valid consents to the Proposed Amendments (as defined in the Prospectus) to the indentures governing the Old Array Notes from the holders of at least a majority of the outstanding aggregate principal amount of each series of the Old Array Notes. The Exchange Offers and the Consent Solicitations expired today, August 1, 2025, at 5:00 p.m., New York City time (the "Expiration Date"). The table below provides the aggregate principal amount of validly tendered Old Array Notes that the Company accepted for exchange as of the Expiration Date, as well as the aggregate principal amount of New T-Mobile Notes to be issued and the total amount of cash to be paid, in connection with the Exchange Offers and the Consent Solicitations: Title of Series of Old Array Notes Tendered CUSIP No./ ISIN Principal Amount Outstanding (mm) Principal Amount Validly Tendered and Accepted for Exchange Cash Amount To Be Paid for Early Consent Fee(1) Principal Amount of New T-Mobile Notes To Be Issued Old Array 2033 Notes 911684AD0/US911684AD06 $544 $488,941,000 $487,219.00 $488,860,000 Old Array 2069 Notes 911684702/US9116847024 $500 $394,177,750 $371,004.23 $393,481,525 Old Array March 2070 Notes 911684801/US9116848014 $500 $401,502,000 $378,044.65 $400,797,075 Old Array June 2070 Notes 911684884/US9116848840 $500 $395,450,250 $372,259.88 $394,753,475 (1) The Early Consent Fee (as defined in the Prospectus) will only be paid to holders of those Old Array Notes that were validly tendered prior to the Early Participation Date (as defined in the Prospectus), and not validly withdrawn, as described in the Prospectus. The Company and T-Mobile USA did not receive any cash proceeds from the Exchange Offers. Settlement of the Exchange Offers and Consent Solicitations is expected to occur on or about August 5, 2025. D.F. King & Co., Inc. acted as the information agent and exchange agent for the Exchange Offers and Consent Solicitations. Requests for documentation and questions regarding the Exchange Offers and Consent Solicitations can be directed to D.F. King & Co., Inc. at (888) 605-1958 (for information U.S. Toll-free) or (212) 269-5550 (information for banks and brokers). Questions regarding the terms and conditions of the Exchange Offers and Consent Solicitations should be directed to the dealer managers, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, at Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Global Debt Advisory Group, Collect: (212) 761-1057, Toll Free: (800) 624-1808, Email: lmny@ and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Collect: (704) 410-4235, Toll Free: (866) 309-6316, Email: liabilitymanagement@ Attention: Liability Management Group, respectively. Important Information about the Exchange Offers The Exchange Offers and Consent Solicitations were made solely pursuant to a Registration Statement on Form S-4 (the "Registration Statement") and related prospectus and consent solicitation statement (as amended or supplemented from time to time, the "Prospectus") relating to the issuance of the New T-Mobile Notes filed with the Securities and Exchange Commission. The information in this press release is qualified by reference to such Prospectus and the Registration Statement. This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to sell with respect to any securities. The Exchange Offers were not made to holders of Old Array Notes in any jurisdiction in which the making or acceptance thereof would not have been permitted, and this press release does not constitute an offer to participate in the Exchange Offers to any person in any jurisdiction where it is unlawful to make such an offer or solicitations. About the Company T-Mobile US, Inc. is America's supercharged Un-carrier, delivering an advanced 4G LTE and transformative nationwide 5G network that will offer reliable connectivity for all. T-Mobile's customers benefit from its unmatched combination of value and quality, unwavering obsession with offering them the best possible service experience and undisputable drive for disruption that creates competition and innovation in wireless and beyond. Based in Bellevue, Wash., T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile, Metro by T-Mobile and Mint Mobile. For more information please visit: Forward-Looking Statements This press release contains forward-looking statements that are based on the Company's management's current expectations. Such statements include, without limitation, statements about the Exchange Offers and Consent Solicitations and the issuance of the New T-Mobile Notes. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including, without limitation, prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect the Company and its results is included in the Company's filings with the SEC, which are available at View source version on Contacts T-Mobile US Media RelationsMediaRelations@ Or Investor Sign in to access your portfolio
Yahoo
09-07-2025
- Business
- Yahoo
Republic of Peru Announces Results of Exchange and Tender Offers
LIMA, Peru, July 2, 2025 /PRNewswire/ -- The Republic of Peru ("Peru"), in accordance with its previously-announced offers to (i) exchange certain of Peru's outstanding U.S. dollar-denominated bonds (the "Eligible USD Bonds") for a new series of U.S. dollar-denominated global bonds (the "New Bonds") (collectively, the "Exchange Offers" and each, an "Exchange Offer") and/or (ii) purchase for cash the Eligible USD Bonds and certain of Peru's outstanding Euro-denominated bonds (the "Eligible EUR Bonds") (collectively, the "Cash Tender Offers" and each, a "Cash Tender Offer"), in each case as set forth in the tables below, today announced that the Exchange Offers and Cash Tender Offers expired as scheduled at 5:00 p.m. New York City time, on July 1, 2025. The Eligible USD Bonds and the Eligible EUR Bonds are referred to collectively herein as the "Eligible Bonds." The Exchange Offers and Cash Tender Offers are referred to collectively herein as the "Offers." The Offers are being conducted upon terms and subject to certain conditions set forth in the prospectus supplement dated June 25, 2025 (the "Prospectus Supplement") and the accompanying prospectus (the "Prospectus"), and the press release issued on June 25, 2025. Capitalized terms used but not defined in this press release have the meanings specified in the Prospectus Supplement. Eligible USD Bonds Aggregate Principal Amount ValidlyTendered and Accepted in the ExchangeOffers Aggregate Principal Amount ValidlyTendered and Accepted in the CashTender Offers 7.350% USD-Denominated Global Bonds due 2025............. USD$60,102,000 USD$69,839,000 2.392% USD-Denominated Global Bonds due 2026............. USD$19,814,000 USD$44,857,000 4.125% USD-Denominated Global Bonds due 2027............. USD$43,791,000 USD$124,853,000 2.844% USD-Denominated Global Bonds due 2030............. USD$115,525,000 USD$64,246,000 2.783% USD-Denominated Global Bonds due 2031............. USD$277,500,000 USD$130,154,000 Eligible EUR Bonds Aggregate Principal Amount ValidlyTendered and Accepted in the CashTender Offers 2.750% EUR-Denominated Global Bonds due 2026........................... €154,930,000 3.750% EUR-Denominated Global Bonds due 2030........................... €74,832,000 The Exchange Consideration and Purchase Price in the Offers were set forth in a previous press release. The Settlement Date for the Offers is expected to be July 8, 2025. The table above sets forth, for each series of Eligible USD Bonds, the aggregate principal amount tendered and accepted in the Exchange Offers, and for each series of Eligible Bonds, the aggregate principal amounts tendered and accepted in the Cash Tender Offers. Peru has accepted all Eligible Bonds validly tendered in the Offers. Peru is making the Offers only in those jurisdictions where it is legal to do so. The Offers are void in all jurisdictions where such Offers are prohibited. If materials relating to the Offers come into your possession, you are required by Peru to inform yourself of and to observe all of these restrictions. Peru has filed a registration statement (including the Prospectus) and the Prospectus Supplement with the Securities and Exchange Commission (the "SEC"). The Offers were made solely pursuant to the Prospectus Supplement and the accompanying Prospectus. You may get these documents for free by visiting EDGAR on the SEC website at Alternatively, Peru or any participating joint dealer manager will arrange to send you the Prospectus or the Prospectus Supplement if you request it by calling BNP Paribas Securities Corp. at +1 (888) 210-4358, Citigroup Global Markets Inc. at +1 (800) 558-3745, HSBC Securities (USA) Inc. at +1 (888) HSBC-4LM or Santander US Capital Markets LLC at +1 (855) 404-3636. The materials relating to the Offers do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. FURTHER INFORMATION The Tender, Exchange and Information Agent for the Offers is:Global Bondholder Services Corporation65 Broadway – Suite 404New York, NY 10006United States of AmericaAttention: Corporate ActionsBanks and Brokers call: (212) 430-3774Toll free: (855) 654-2015Email: contact@ The Issuer for the Offers is: Ministerio de Economía y Finanzas del PerúJr. Junín No. 319Lima, PerúEmail: subastas@ DISCLAIMERThe Prospectus Supplement and accompanying Prospectus are not for release, publication or distribution to any person located or resident in any jurisdiction where it is unlawful to distribute the Prospectus Supplement and accompanying Prospectus. Persons into whose possession the Prospectus Supplement and accompanying Prospectus come are required by Peru, the joint dealer managers and the Information and Exchange Agent to inform themselves about, and to observe, any such restrictions. This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties and assumptions. The offers are subject to conditions precedent, and no assurance can be given that the transactions described herein will be consummated on the dates or the terms described herein. Peru assumes no obligation to update or correct the information contained in this announcement. View original content: SOURCE The Republic of Peru Sign in to access your portfolio
Yahoo
16-06-2025
- Business
- Yahoo
T-Mobile US, Inc. and T-Mobile USA, Inc. Announce Preliminary Results of Exchange Offers and Consent Solicitations for Certain of United States Cellular Corporation's Outstanding Debt Securities
BELLEVUE, Wash., June 16, 2025--(BUSINESS WIRE)--T-Mobile US, Inc. (NASDAQ: TMUS) (the "Company") today announced, together with T-Mobile USA, Inc., its wholly-owned subsidiary ("T-Mobile USA"), the preliminary results of its previously announced offers to exchange (the "Exchange Offers") any and all of certain outstanding senior notes of United States Cellular Corporation ("USCC"). The Exchange Offers were launched pursuant to the Securities Purchase Agreement announced on May 28, 2024, under which the Company has agreed to purchase certain assets from USCC. Today's preliminary results concern the Company's offers to exchange: (i) USCC's 6.700% Senior Notes due 2033 (the "Old USCC 2033 Notes") for new 6.700% Senior Notes due 2033 to be issued by T-Mobile USA (the "New 2033 Notes"); (ii) USCC's 6.250% Senior Notes due 2069 (the "Old USCC 2069 Notes") for new 6.250% Senior Notes due 2069 to be issued by T-Mobile USA (the "New 2069 Notes"); (iii) USCC's 5.500% Senior Notes due 2070 (March) (the "Old USCC March 2070 Notes") for new 5.500% Senior Notes due March 2070 to be issued by T-Mobile USA (the "New March 2070 Notes"); and (iv) USCC's 5.500% Senior Notes due 2070 (June) (the "Old USCC June 2070 Notes" and, together with the Old USCC 2033 Notes, the Old USCC 2069 Notes and the Old USCC March 2070 Notes, the "Old USCC Notes") for new 5.500% Senior Notes due June 2070 to be issued by T-Mobile USA (the "New June 2070 Notes" and, collectively with the New 2033 Notes, the New 2069 Notes and New March 2070 Notes, the "New T-Mobile Notes"); in each case upon the terms and subject to the conditions set forth in the Prospectus, as defined below. In connection with the Exchange Offers, the Company and T-Mobile USA are also soliciting consents to amend the applicable indentures governing each series of the Old USCC Notes (the "Consent Solicitations") to modify or eliminate certain notice requirements and restrictive covenants in the indentures governing the Old USCC Notes (the "Proposed Amendments"). As of 5:00 p.m., New York City time, on June 13, 2025, which was the early participation date (the "Early Participation Date") for the Exchange Offers and the Consent Solicitations, the principal amounts of the Old USCC Notes validly tendered and not validly withdrawn, as advised by D.F. King & Co., Inc., the exchange agent for the Exchange Offers, are set forth in the table below: Aggregate Principal Amount (mm) Title of Series of Old USCC Notes CUSIP No./ ISIN Title of Series of Notes to be Issued by T-Mobile USA Principal Amount Tendered Approximate Percentage of Old USCC Notes Tendered $544 Old USCC 2033 Notes 911684AD0/US911684AD06 New 2033 Notes $487,219,000 89.56% $500 Old USCC 2069 Notes 911684702/US9116847024 New 2069 Notes $371,004,225 74.20% $500 Old USCC March 2070 Notes 911684801/US9116848014 New March 2070 Notes $378,044,650 75.61% $500 Old USCC June 2070 Notes 911684884/US9116848840 New June 2070 Notes $372,259,875 74.45% As of the Early Participation Date, the Company and T-Mobile USA have received valid consents to the Proposed Amendments from the holders of at least a majority of the outstanding aggregate principal amount of each series of the Old USCC Notes. Accordingly, the Proposed Amendments will become operative on the date on which the Acquisition (as defined in the Prospectus) closes, provided that if the Settlement Date (as defined in the Prospectus) has not occurred within five business days following the date on which the Acquisition closes, the Proposed Amendments previously effected shall be deemed null and void as if they had not occurred. The closing of the Acquisition is expected to occur by mid-2025, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions. Holders of Old USCC 2033 Notes who validly tender such notes after the Early Participation Date but prior to the Expiration Date (as defined in the Prospectus), with such notes not validly withdrawn, will not be eligible to receive $30 principal amount of the New 2033 Notes (the "Old USCC 2033 Notes Early Participation Premium") or a cash payment of $1.00 (the "Old USCC 2033 Notes Early Consent Fee"), and will only be eligible to receive $970 principal amount of the New 2033 Notes (the "Old USCC 2033 Notes Exchange Consideration"). Holders of Old USCC 2069 Notes, Old USCC March 2070 Notes or Old USCC June 2070 Notes who validly tender such notes after the Early Participation Date but prior to the Expiration Date, with such notes not validly withdrawn, will not be eligible to receive $0.75 principal amount of the New 2069 Notes, the New March 2070 Notes or the New June 2070 Notes, respectively (the "Old USCC 2069 and Old USCC 2070 Notes Early Participation Premium") or a cash payment of $0.025 (the "Old USCC 2069 and Old USCC 2070 Notes Early Consent Fee"), and will only be eligible to receive $24.25 principal amount of the New 2069 Notes, New March 2070 Notes and New June 2070 Notes, respectively (the "Old USCC 2069 and Old USCC 2070 Notes Exchange Consideration"). As an update to the disclosure in the Prospectus, T-Mobile USA has applied to list the New 2069 Notes, New March 2070 Notes and New June 2070 Notes on Nasdaq's Global Select Market and such notes are expected to trade on Nasdaq's Global Select Market (and not Nasdaq's U.S. Bond Exchange) on or promptly following the original issue date of such notes. Withdrawal rights in connection with the Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on June 13, 2025, which was the withdrawal deadline for the Exchange Offers and Consent Solicitations. Consents and tendered Old USCC 2033 Notes, Old USCC 2069 Notes, Old USCC March 2070 Notes and Old USCC June 2070 Notes, whether submitted prior or subsequent to such time, may not be validly revoked or withdrawn. A Registration Statement on Form S-4 (the "Registration Statement") and related prospectus and consent solicitation statement (as amended or supplemented from time to time, the "Prospectus") relating to the issuance of the New T-Mobile Notes have been filed with the Securities and Exchange Commission (the "SEC"). If and when issued, the New T-Mobile Notes will be registered under the Securities Act of 1933, as amended. Copies of the Prospectus pursuant to which the Exchange Offers and Consent Solicitations are being made may be obtained from D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offers and Consent Solicitations. Requests for documentation and questions regarding procedures for tendering the Old USCC Notes can be directed to D.F. King & Co., Inc. at (888) 605-1958 (for information U.S. Toll-free) or (212) 269-5550 (information for banks and brokers). Questions regarding the terms and conditions of the Exchange Offers and Consent Solicitations should be directed to the dealer managers, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, at Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Global Debt Advisory Group, Collect: (212) 761-1057, Toll Free: (800) 624-1808, Email: lmny@ and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Collect: (704) 410-4235, Toll Free: (866) 309-6316, Email: liabilitymanagement@ Attention: Liability Management Group, respectively. Important Information about the Exchange Offers The Exchange Offers and Consent Solicitations are being made only by and pursuant to the terms and subject to the conditions set forth in the Prospectus, which forms a part of the Registration Statement, and the information in this press release is qualified by reference to such Prospectus and the Registration Statement. This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to sell with respect to any securities. The Company is not making an offer of New T-Mobile Notes in any jurisdiction where the Exchange Offers are not permitted, and this press release does not constitute an offer to participate in the Exchange Offers to any person in any jurisdiction where it is unlawful to make such an offer or solicitations. Holders of the Old USCC Notes are urged to carefully read the Prospectus before making any decision with respect to the Exchange Offers and Consent Solicitations. None of the Company, T-Mobile USA, the dealer managers, the trustee with respect to any series of Old USCC Notes, the trustee with respect to any series of New T-Mobile Notes, the information agent and exchange agent for the Exchange Offers or any affiliate of any of them makes any recommendation as to whether holders of the Old USCC Notes should exchange their Old USCC Notes for New T-Mobile Notes in the Exchange Offers, and no one has been authorized by any of them to make such a recommendation. Holders of the Old USCC Notes must make their own decision as to whether to tender Old USCC Notes and, if so, the principal amount of Old USCC Notes to tender. About the Company T-Mobile US, Inc. is America's supercharged Un-carrier, delivering an advanced 4G LTE and transformative nationwide 5G network that will offer reliable connectivity for all. T-Mobile's customers benefit from its unmatched combination of value and quality, unwavering obsession with offering them the best possible service experience and undisputable drive for disruption that creates competition and innovation in wireless and beyond. Based in Bellevue, Wash., T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile, Metro by T-Mobile and Mint Mobile. For more information please visit: Forward-Looking Statements This press release contains forward-looking statements that are based on the Company's management's current expectations. Such statements include, without limitation, statements about the Exchange Offers and Consent Solicitations and the planned issuance of the New T-Mobile Notes. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including, without limitation, prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect the Company and its results is included in the Company's filings with the SEC, which are available at View source version on Contacts T-Mobile US Media RelationsMediaRelations@ OrInvestor
Associated Press
16-06-2025
- Business
- Associated Press
T-Mobile US, Inc. and T-Mobile USA, Inc. Announce Preliminary Results of Exchange Offers and Consent Solicitations for Certain of United States Cellular Corporation's Outstanding Debt Securities
BELLEVUE, Wash.--(BUSINESS WIRE)--Jun 16, 2025-- T-Mobile US, Inc. (NASDAQ: TMUS) (the 'Company') today announced, together with T-Mobile USA, Inc., its wholly-owned subsidiary ('T-Mobile USA'), the preliminary results of its previously announced offers to exchange (the 'Exchange Offers') any and all of certain outstanding senior notes of United States Cellular Corporation ('USCC'). The Exchange Offers were launched pursuant to the Securities Purchase Agreement announced on May 28, 2024, under which the Company has agreed to purchase certain assets from USCC. Today's preliminary results concern the Company's offers to exchange: (i) USCC's 6.700% Senior Notes due 2033 (the 'Old USCC 2033 Notes') for new 6.700% Senior Notes due 2033 to be issued by T-Mobile USA (the 'New 2033 Notes'); (ii) USCC's 6.250% Senior Notes due 2069 (the 'Old USCC 2069 Notes') for new 6.250% Senior Notes due 2069 to be issued by T-Mobile USA (the 'New 2069 Notes'); (iii) USCC's 5.500% Senior Notes due 2070 (March) (the 'Old USCC March 2070 Notes') for new 5.500% Senior Notes due March 2070 to be issued by T-Mobile USA (the 'New March 2070 Notes'); and (iv) USCC's 5.500% Senior Notes due 2070 (June) (the 'Old USCC June 2070 Notes' and, together with the Old USCC 2033 Notes, the Old USCC 2069 Notes and the Old USCC March 2070 Notes, the 'Old USCC Notes') for new 5.500% Senior Notes due June 2070 to be issued by T-Mobile USA (the 'New June 2070 Notes' and, collectively with the New 2033 Notes, the New 2069 Notes and New March 2070 Notes, the 'New T-Mobile Notes'); in each case upon the terms and subject to the conditions set forth in the Prospectus, as defined below. In connection with the Exchange Offers, the Company and T-Mobile USA are also soliciting consents to amend the applicable indentures governing each series of the Old USCC Notes (the 'Consent Solicitations') to modify or eliminate certain notice requirements and restrictive covenants in the indentures governing the Old USCC Notes (the 'Proposed Amendments'). As of 5:00 p.m., New York City time, on June 13, 2025, which was the early participation date (the 'Early Participation Date') for the Exchange Offers and the Consent Solicitations, the principal amounts of the Old USCC Notes validly tendered and not validly withdrawn, as advised by D.F. King & Co., Inc., the exchange agent for the Exchange Offers, are set forth in the table below: Aggregate Principal Amount (mm) Title of Series of Old USCC Notes CUSIP No./ ISIN Title of Series of Notes to be Issued by T-Mobile USA Principal Amount Tendered Approximate Percentage of Old USCC Notes Tendered $544 Old USCC 2033 Notes 911684AD0/US911684AD06 New 2033 Notes $487,219,000 89.56% $500 Old USCC 2069 Notes 911684702/US9116847024 New 2069 Notes $371,004,225 74.20% $500 Old USCC March 2070 Notes 911684801/US9116848014 New March 2070 Notes $378,044,650 75.61% $500 Old USCC June 2070 Notes 911684884/US9116848840 New June 2070 Notes $372,259,875 74.45% As of the Early Participation Date, the Company and T-Mobile USA have received valid consents to the Proposed Amendments from the holders of at least a majority of the outstanding aggregate principal amount of each series of the Old USCC Notes. Accordingly, the Proposed Amendments will become operative on the date on which the Acquisition (as defined in the Prospectus) closes, provided that if the Settlement Date (as defined in the Prospectus) has not occurred within five business days following the date on which the Acquisition closes, the Proposed Amendments previously effected shall be deemed null and void as if they had not occurred. The closing of the Acquisition is expected to occur by mid-2025, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions. Holders of Old USCC 2033 Notes who validly tender such notes after the Early Participation Date but prior to the Expiration Date (as defined in the Prospectus), with such notes not validly withdrawn, will not be eligible to receive $30 principal amount of the New 2033 Notes (the 'Old USCC 2033 Notes Early Participation Premium') or a cash payment of $1.00 (the 'Old USCC 2033 Notes Early Consent Fee'), and will only be eligible to receive $970 principal amount of the New 2033 Notes (the 'Old USCC 2033 Notes Exchange Consideration'). Holders of Old USCC 2069 Notes, Old USCC March 2070 Notes or Old USCC June 2070 Notes who validly tender such notes after the Early Participation Date but prior to the Expiration Date, with such notes not validly withdrawn, will not be eligible to receive $0.75 principal amount of the New 2069 Notes, the New March 2070 Notes or the New June 2070 Notes, respectively (the 'Old USCC 2069 and Old USCC 2070 Notes Early Participation Premium') or a cash payment of $0.025 (the 'Old USCC 2069 and Old USCC 2070 Notes Early Consent Fee'), and will only be eligible to receive $24.25 principal amount of the New 2069 Notes, New March 2070 Notes and New June 2070 Notes, respectively (the 'Old USCC 2069 and Old USCC 2070 Notes Exchange Consideration'). As an update to the disclosure in the Prospectus, T-Mobile USA has applied to list the New 2069 Notes, New March 2070 Notes and New June 2070 Notes on Nasdaq's Global Select Market and such notes are expected to trade on Nasdaq's Global Select Market (and not Nasdaq's U.S. Bond Exchange) on or promptly following the original issue date of such notes. Withdrawal rights in connection with the Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on June 13, 2025, which was the withdrawal deadline for the Exchange Offers and Consent Solicitations. Consents and tendered Old USCC 2033 Notes, Old USCC 2069 Notes, Old USCC March 2070 Notes and Old USCC June 2070 Notes, whether submitted prior or subsequent to such time, may not be validly revoked or withdrawn. A Registration Statement on Form S-4 (the 'Registration Statement') and related prospectus and consent solicitation statement (as amended or supplemented from time to time, the 'Prospectus') relating to the issuance of the New T-Mobile Notes have been filed with the Securities and Exchange Commission (the 'SEC'). If and when issued, the New T-Mobile Notes will be registered under the Securities Act of 1933, as amended. Copies of the Prospectus pursuant to which the Exchange Offers and Consent Solicitations are being made may be obtained from D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offers and Consent Solicitations. Requests for documentation and questions regarding procedures for tendering the Old USCC Notes can be directed to D.F. King & Co., Inc. at (888) 605-1958 (for information U.S. Toll-free) or (212) 269-5550 (information for banks and brokers). Questions regarding the terms and conditions of the Exchange Offers and Consent Solicitations should be directed to the dealer managers, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, at Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Global Debt Advisory Group, Collect: (212) 761-1057, Toll Free: (800) 624-1808, Email: [email protected] and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Collect: (704) 410-4235, Toll Free: (866) 309-6316, Email: [email protected] , Attention: Liability Management Group, respectively. Important Information about the Exchange Offers The Exchange Offers and Consent Solicitations are being made only by and pursuant to the terms and subject to the conditions set forth in the Prospectus, which forms a part of the Registration Statement, and the information in this press release is qualified by reference to such Prospectus and the Registration Statement. This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to sell with respect to any securities. The Company is not making an offer of New T-Mobile Notes in any jurisdiction where the Exchange Offers are not permitted, and this press release does not constitute an offer to participate in the Exchange Offers to any person in any jurisdiction where it is unlawful to make such an offer or solicitations. Holders of the Old USCC Notes are urged to carefully read the Prospectus before making any decision with respect to the Exchange Offers and Consent Solicitations. None of the Company, T-Mobile USA, the dealer managers, the trustee with respect to any series of Old USCC Notes, the trustee with respect to any series of New T-Mobile Notes, the information agent and exchange agent for the Exchange Offers or any affiliate of any of them makes any recommendation as to whether holders of the Old USCC Notes should exchange their Old USCC Notes for New T-Mobile Notes in the Exchange Offers, and no one has been authorized by any of them to make such a recommendation. Holders of the Old USCC Notes must make their own decision as to whether to tender Old USCC Notes and, if so, the principal amount of Old USCC Notes to tender. About the Company T-Mobile US, Inc. is America's supercharged Un-carrier, delivering an advanced 4G LTE and transformative nationwide 5G network that will offer reliable connectivity for all. T-Mobile's customers benefit from its unmatched combination of value and quality, unwavering obsession with offering them the best possible service experience and undisputable drive for disruption that creates competition and innovation in wireless and beyond. Based in Bellevue, Wash., T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile, Metro by T-Mobile and Mint Mobile. For more information please visit: . Forward-Looking Statements This press release contains forward-looking statements that are based on the Company's management's current expectations. Such statements include, without limitation, statements about the Exchange Offers and Consent Solicitations and the planned issuance of the New T-Mobile Notes. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including, without limitation, prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect the Company and its results is included in the Company's filings with the SEC, which are available at . View source version on CONTACT: T-Mobile US Media Relations [email protected] Or Investor Relations [email protected] KEYWORD: UNITED STATES NORTH AMERICA WASHINGTON INDUSTRY KEYWORD: 5G TELECOMMUNICATIONS NETWORKS HARDWARE CONSUMER ELECTRONICS TECHNOLOGY CARRIERS AND SERVICES MOBILE/WIRELESS SOURCE: T-Mobile US, Inc. Copyright Business Wire 2025. PUB: 06/16/2025 08:17 AM/DISC: 06/16/2025 08:15 AM
