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T-Mobile US, Inc. and T-Mobile USA, Inc. Announce Commencement of Exchange Offers and Consent Solicitations for Certain of United States Cellular Corporation’s Outstanding Debt Securities

BELLEVUE, Wash.--(BUSINESS WIRE)-- T-Mobile US, Inc. (NASDAQ: TMUS) (the “Company”) today announced that it, together with T-Mobile USA, Inc., its

articleT-mobile Us, Inc.May 23, 20253/company/t-mobile-us-inc/news/t-mobile-us-inc-and-t-mobile-usa-inc-announce-commencement-exchange-offers-and
T-Mobile US, Inc. and T-Mobile USA, Inc. Announce Commencement of Exchange Offers and Consent Solicitations for Certain of United States Cellular Corporation’s Outstanding Debt Securities

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[{"type":"text","content":" BELLEVUE, Wash.--(BUSINESS WIRE)--\nT-Mobile US, Inc. (NASDAQ: TMUS) (the “Company”) today announced that it, together with T-Mobile USA, Inc., its wholly-owned subsidiary (“T-Mobile USA”), has commenced offers to exchange (the “Exchange Offers”) any and all of certain outstanding senior notes of United States Cellular Corporation (“USCC”), pursuant to the Securities Purchase Agreement announced on May 24, 2024, under which the Company has agreed to purchase certain assets from USCC.\n\nToday’s announcement includes offers to exchange:\n\n(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”);\n\n(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”);\n\n(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\n\n(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”);\n\nin 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 USCC Indentures (as defined below) (the “Consent Solicitations”).\n\nThe following table sets forth the consideration to be offered to holders of each series of Old USCC Notes in the Exchange Offers and the Consent Solicitations:\n\n\n\nAggregate Principal Amount (mm)\n\n\n\nTitle of Series of Old USCC Notes\n\n\n\nCUSIP No./ ISIN\n\n\n\nTitle of Series of Notes to be Issued by T-Mobile USA\n\n\n\nExchange Consideration(1)\n\n\n\nEarly Participation Premium(1)\n\n\n\nEarly Consent Fee(2)\n\n\n\nEarly Exchange Consideration(3)\n\n\n\n\n\nNew T-Mobile Notes (Principal Amount)\n\n\n\nCash\n\n\n\n\n\n$544\n\n\n\n6.700% Senior Notes due 2033 (the “Old USCC 2033 Notes”...

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