T-Mobile Launches Exchange Offers For US Cellular's Outstanding Senior Notes

(RTTNews) - T-Mobile US, Inc. (TMUS), along with its subsidiary T-Mobile USA, Inc., has initiated offers to exchange several outstanding senior notes issued by United States Cellular Corporation - USCC.

This move aligns with T-Mobile's asset acquisition deal announced on May 24, 2024. The exchange includes 6.700% Senior Notes due 2033, 6.250% Senior Notes due 2069, 5.500% Senior Notes due March 2070, and 5.500% Senior Notes due June 2070.

These will be replaced with new T-Mobile USA-issued notes of identical terms. T-Mobile is also soliciting consents to amend the current USCC indentures by removing certain covenants and notice requirements.

For each validly tendered note, T-Mobile offers a principal-for-principal exchange plus an early participation premium and a consent fee. The early exchange consideration includes both new notes and cash payments for those who act by the Early Participation Date of June 13, 2025. Those who tender after this date but before the final expiration on July 1, 2025, will receive reduced consideration, excluding the early premium and consent fee.

No accrued interest will be paid on tendered USCC notes; instead, the new T-Mobile notes will accrue interest from the last USCC interest payment date. The new notes will carry the same interest rate, maturity, and redemption terms as the old ones, and will be unsecured and unsubordinated obligations of T-Mobile USA, backed fully by its guarantors.

T-Mobile has applied to list the new 2069, March 2070, and June 2070 notes on Nasdaq's U.S. Bond Exchange, while the 2033 notes will not be listed. USCC currently has no plans to redeem the remaining notes but may do so later on potentially better terms. Additionally, USCC may choose to delist certain old notes from the NYSE.

Dealers participating in the offer may receive a fee of $0.0625 per $25 principal amount of validly tendered notes, provided the aggregate is $250,000 or less. All relevant details are available in the Prospectus filed on Form S-4.

TMUS is currently trading at $241.75 or 0.39% higher on the Nasdaq Global Select Market.