T-Mobile Agrees to Sell $2.5 Billion Senior Notes | 09.24.24

T-Mobile US, Inc. (NASDAQ: TMUS) (“T-Mobile”) today announced that T-Mobile USA, Inc., its direct wholly owned subsidiary (“T-Mobile USA” or the “Issuer”), has agreed to sell $700,000,000 aggregate principal amount of its 4.200% Senior Notes due 2029 (the “2029 Notes”), $900,000,000 aggregate principal amount of its 4.700% Senior Notes due 2035 (the “2035 Notes”) and $900,000,000 aggregate principal amount of its 5.250% Senior Notes due 2055 (the “2055 Notes”, and collectively with the 2029 Notes and the 2035 Notes, the “Notes”) in a registered public offering.

The offering of the notes is expected to close on September 26, 2024, subject to customary closing conditions. T-Mobile USA intends to use the net proceeds from the offering for general corporate purposes, including, among other things, share repurchases, any dividends declared by T-Mobile’s board of directors and refinancing existing debt on a revolving basis.

JP Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Commerz Markets LLC, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., Santander US Capital Markets LLC, SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, Truist Securities, Inc., US Bancorp Investments, Inc. and UBS Securities LLC are the joint bookrunning managers for the bond offering. ING Financial Markets LLC, NatWest Markets Securities Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., Academy Securities, Inc. and American Veterans Group, PBC serve as co-managers.

The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering of notes to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the related prospectus supplement and other documents that the Issuer has filed with the SEC for more complete information about the Issuer and the offering of notes. You may obtain these documents free of charge by visiting EDGAR on the SEC’s website at http://www.sec.gov. Alternatively, the Issuer, an underwriter or a dealer participating in the offering of notes will provide you with the prospectus and the related prospectus supplement if you request one by contacting JP Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attn. Investment Grade Syndicate Desk, 3rd Floor, by telephone (collect) at 1-212-834-4533; Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, by telephone at +1 (866) 718-1649 or by email at [email protected]; RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281, by telephone at +1 (866) 375-6829 or by email at [email protected]; and Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, by telephone at +1 (800) 645-3751 or by email at [email protected].

This press release does not constitute an offer to sell or the solicitation of an offer to buy the bonds, the related guarantees or other securities, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that are based on the current expectations of T-Mobile’s management. Such statements include, without limitation, statements regarding the expected closing of the offering of the notes and statements regarding the intended use of proceeds from the offering of the 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 anticipated. Additional information about potential risk factors that could affect T-Mobile and its results is included in T-Mobile’s filings with the SEC, which are available at http://www.sec.gov.

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