T-Mobile Announces Proposed Offering of Senior Secured Notes
September 22 2020 - 8:48AM
Business Wire
T-Mobile US, Inc. (NASDAQ: TMUS) (“T-Mobile”) announced today
that T-Mobile USA, Inc., its direct wholly-owned subsidiary
(“T-Mobile USA”), plans to offer, subject to market and other
conditions, senior secured notes in a private offering that is
exempt from the registration requirements of the Securities Act of
1933, as amended (the “Securities Act”). T-Mobile USA intends to
use the net proceeds from the offering for refinancing existing
indebtedness on an ongoing basis, or other general corporate
purposes.
The notes will be offered and sold only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule
144A and in offshore transactions in reliance on Regulation S under
the Securities Act. The notes and related guarantees will not be
registered under the Securities Act or any state securities laws
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy the notes, the guarantees or
any other securities, nor shall it constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
This press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain forward-looking statements
concerning T-Mobile. All statements, other than statements of
historical fact, including information concerning the planned
private offering, are forward-looking statements. These
forward-looking statements are generally identified by the words
“anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”,
“could” or similar expressions. Forward-looking statements are
based on current expectations and assumptions, which are subject to
risks and uncertainties and may cause actual results to differ
materially from the forward-looking statements. Important factors
that could affect future results and cause those results to differ
materially from those expressed in the forward-looking statements
include, among others, the following: the failure to realize the
expected benefits and synergies of the merger with Sprint
Corporation (“Sprint”), pursuant to the Business Combination
Agreement with Sprint and the other parties named therein (as
amended, the “Business Combination Agreement”), and the other
transactions contemplated by the Business Combination Agreement
(collectively, the “Transactions”) in the expected timeframes, in
part or at all; adverse economic, political or market conditions in
the U.S. and international markets, including those caused by the
coronavirus disease 2019 (“COVID-19”) pandemic, and the impact that
any of the foregoing may have on us and our customers and other
stakeholders; costs of or difficulties in integrating Sprint’s
network and operations into our network and operations, including
intellectual property and communications systems, administrative
and information technology infrastructure and accounting, financial
reporting and internal control systems; changes in key customers,
suppliers, employees or other business relationships as a result of
the consummation of the Transactions; the risk that our business,
investor confidence in our financial results and stock price may be
adversely affected if our internal controls are not effective; the
risk of future material weaknesses resulting from the differences
between T-Mobile’s and Sprint’s internal controls environments as
we work to integrate and align policies and practices; the impacts
of the actions we have taken and conditions we have agreed to in
connection with the regulatory proceedings and approvals of the
Transactions including the acquisition of Sprint’s prepaid wireless
business by DISH Network Corporation (“DISH”) (excluding the
Assurance brand Lifeline customers and the prepaid wireless
customers of Shenandoah Telecommunications Company and Swiftel
Communications, Inc.), including customer accounts, inventory,
contracts, intellectual property and certain other specified assets
(the “Prepaid Transaction”), the complaint and proposed final
judgment agreed to by us, DT, Sprint, SoftBank and DISH with the
U.S. District Court for the District of Columbia, which was
approved by the Court on April 1, 2020, the proposed commitments
filed with the Secretary of the FCC, which we announced on May 20,
2019, certain national security commitments and undertakings, and
any other commitments or undertakings entered into, including but
not limited to those we have made to certain states and
nongovernmental organizations; the ongoing commercial and
transition services arrangements entered into in connection with
such Prepaid Transaction, which we completed on July 1, 2020; the
assumption of significant liabilities, including the liabilities of
Sprint in connection with, and significant costs, including
financing costs, related to the Transactions; our ability to make
payments on debt or to repay existing or future indebtedness when
due or to comply with the covenants contained therein; adverse
changes in the ratings of our debt securities or adverse conditions
in the credit markets; natural disasters, public health crises,
including the COVID-19 pandemic, terrorist attacks or similar
incidents; competition, industry consolidation and changes in the
market for wireless services, which could negatively affect our
ability to attract and retain customers; the effects of any future
merger, investment, or acquisition involving us, as well as the
effects of mergers, investments or acquisitions in the technology,
media and telecommunications industry; breaches of our and/or our
third-party vendors’ networks, information technology and data
security, resulting in unauthorized access to customer confidential
information; the inability to implement and maintain effective
cybersecurity measures over critical business systems; challenges
in implementing our business strategies or funding our operations,
including payment for additional spectrum or network upgrades; the
impact on our networks and business from major system and network
failures; difficulties in managing growth in wireless data
services, including network quality; material changes in available
technology and the effects of such changes, including product
substitutions and deployment costs and performance; the timing,
scope and financial impact of our deployment of advanced network
and business technologies; the occurrence of high fraud rates
related to device financing, customer credit cards, dealers,
subscriptions or account take over fraud; our inability to retain
and hire key personnel; any changes in the regulatory environments
in which we operate, including any increase in restrictions on the
ability to operate our networks and changes in data privacy laws;
unfavorable outcomes of existing or future litigation or regulatory
actions, including litigation or regulatory actions related to the
Transactions; the possibility that we may be unable to adequately
protect our intellectual property rights or be accused of
infringing the intellectual property rights of others; changes in
tax laws, regulations and existing standards and the resolution of
disputes with any taxing jurisdictions; the possibility that we may
be unable to renew our spectrum leases on attractive terms or
acquire new spectrum licenses or leases at reasonable costs and
terms; any disruption or failure of third parties (including key
suppliers) to provide products or services; material adverse
changes in labor matters, including labor campaigns, negotiations
or additional organizing activity, and any resulting financial,
operational and/or reputational impact; changes in accounting
assumptions that regulatory agencies, including the U.S. Securities
and Exchange Commission, may require, which could result in an
impact on earnings; and interests of our significant stockholders
that may differ from the interests of other stockholders. Given
these risks and uncertainties, readers are cautioned not to place
undue reliance on such forward-looking statements. We undertake no
obligation to revise or publicly release the results of any
revision to these forward-looking statements, except as required by
law.
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