New Issue: T-Mobile sells $3.5 billion of notes in three parts, including add-on

By William Gullotti and Cristal Cody

Buffalo, N.Y., May 9 – T-Mobile US, Inc.’s direct wholly owned subsidiary, T-Mobile USA, Inc., priced $3.5 billion of notes in three tranches (Baa2/BBB-/BBB+) on Monday, according to an FWP filed with the Securities and Exchange Commission and details from a market source.

The notes will be guaranteed initially by the parent company and some subsidiaries of the issuer.

The $900 million of new 4.8% notes due July 15, 2028 priced at 99.789 to yield 4.848%, or at Treasuries plus 135 basis points. Price talk was in the Treasuries plus 155 bps area.

The additional $1.35 billion of 5.05% notes due July 15, 2033 priced at 98.419 for a yield-to-worst of 5.252%, or at Treasuries plus 173 bps. The tap of 2033 notes will be consolidated with the initial $1.25 billion issued Feb. 9 to form a single series after settlement. The add-on was talked in the Treasuries plus 195 bps area.

The $1.25 billion of new 5.75% notes due Jan. 15, 2054 priced at 99.595 to yield 5.779%, or at Treasuries plus 195 bps, versus talk in the 220 bps area.

The notes are callable at a make-whole premium of 25 bps, 25 bps or 30 bps points, respectively, until the par call dates. The 2028 notes are then callable at par on or after June 15, 2028, one month before maturity. The 2033 tap is callable at par on or after April 15, 2033, or three months before maturity. The 2054 add-on notes are callable on or after July 15, 2053, or six months prior to maturity.

Barclays, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BNP Paribas Securities Corp., Commerz Markets LLC, Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Santander US Capital Markets LLC, SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are the joint bookrunning managers.

Proceeds will be used for general corporate purposes, which may include share repurchases and refinancing of existing debt on an ongoing basis.

The issuer is a Bellevue, Wash.-based wireless operator.

Issuer:	T-Mobile USA, Inc.
Amount:	$3.5 billion
Issue:	Senior notes
Bookrunners:	Barclays, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BNP Paribas Securities Corp., Commerz Markets LLC, Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Santander US Capital Markets LLC, SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC
Co-managers:	ING Financial Markets LLC, NatWest Markets Securities Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., Academy Securities, Inc. and Penserra Securities LLC
Trustee:	Deutsche Bank Trust Co. Americas
Counsel to issuer:	Fried, Frank, Harris, Shriver & Jacobson LLP and Polsinelli PC
Counsel to underwriters:	Cahill Gordon & Reindel LLP
Trade date:	May 8
Settlement date:	May 11
Ratings:	Moody’s: Baa2
	S&P: BBB-
	Fitch: BBB+
Distribution:	SEC registered
2028 notes
Amount:	$900 million
Maturity:	July 15, 2028
Coupon:	4.8%
Price:	99.789
Yield:	4.848%
Spread:	Treasuries plus 135 bps
Call features:	At a make-whole premium of Treasuries plus 25 bps prior to June 15, 2028; after at par
Price talk:	Treasuries plus 155 bps area
Cusip:	87264ADA0
2033 notes add-on
Amount:	$1.35 billion
Maturity:	July 15, 2033
Coupon:	5.05%
Price:	98.419, plus accrued and unpaid interest from Feb. 9
Yield-to-worst:	5.252%
Spread:	Treasuries plus 173 bps
Call features:	At a make-whole premium of Treasuries plus 25 bps prior to April 15, 2033; after at par
Price talk:	Treasuries plus 195 bps area
Cusip:	87264ACY9
Total issue:	$2.6 billion, including $1.25 billion issued Feb. 9
2054 notes
Amount:	$1.25 billion
Maturity:	Jan. 15, 2054
Coupon:	5.75%
Price:	99.595
Yield:	5.779%
Spread:	Treasuries plus 195 bps
Call features:	At a make-whole premium of Treasuries plus 30 bps prior to July 15, 2053; after at par
Price talk:	Treasuries plus 220 bps area
Cusip:	87264ADB8

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