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FWP 1 d780560dfwp.htm FWP
Issuer Free Writing Prospectus filed pursuant to Rule 433
supplementing the Preliminary Prospectus Supplement dated September 3, 2014
Registration No. 333-192178
September 3, 2014
Pricing Term Sheet
T-MOBILE USA, INC.
$3,000,000,000
$1,300,000,000 6.000% Senior Notes due 2023
$1,700,000,000 6.375% Senior Notes due 2025
http://www.oblible.com
Pricing Supplement, dated September 3, 2014, to Preliminary Prospectus Supplement, dated September 3, 2014, of T-Mobile
USA, Inc. This Pricing Supplement is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The
information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in
the Preliminary Prospectus Supplement only to the extent it is inconsistent with the information in the Preliminary Prospectus
Supplement. Capitalized terms used in this Pricing Supplement but not defined herein have the meanings given them in the
Preliminary Prospectus Supplement.
Terms Applicable to 6.000% Senior Notes due 2023
Issuer
T-Mobile USA, Inc.
Title of Security
6.000% Senior Notes due 2023 (the “6.000% senior notes”)
Aggregate Principal Amount
$1,300,000,000
Maturity
March 1, 2023
Coupon
6.000%
Public Offering Price
100.000% of principal amount, plus accrued interest from September 5, 2014
Yield to Maturity
6.000%
Spread to Treasury
+ 371 bps
Benchmark
UST 2.000% due February 15, 2023
Gross Proceeds Before Expenses
$1,300,000,000
Net Proceeds Before Expenses
$1,298,375,000
Optional Redemption:
On or after the following dates at the following redemption prices plus accrued and
unpaid interest, if any, to, but not including the date of, the redemption date:
Year
Percentage
September 1, 2018
September 1, 2019
September 1, 2020 and thereafter
103.000%
101.500%
100.000%
Make-whole call
Prior to September 1, 2018 at a discount rate of Treasury plus 50 bps
Optional redemption with equity
proceeds
At any time prior to September 1, 2017, up to 35% of the 6.000% senior notes may be
redeemed at 106.000% plus accrued and unpaid interest, if any, to, but not including,
the redemption date.
Change of Control Triggering Event
101%, plus accrued and unpaid interest, if any to, but not including, the date of
payment.
CUSIP/ISIN Numbers
CUSIP: 87264A AM7
ISIN: US87264AAM71
Terms Applicable to 6.375% Senior Notes due 2025
Issuer
T-Mobile USA, Inc.
Title of Security
6.375% Senior Notes due 2025 (the “6.375% senior notes”)
Aggregate Principal Amount
$1,700,000,000
Maturity
March 1, 2025
Coupon
6.375%
Public Offering Price
100.000% of principal amount, plus accrued interest from September 5, 2014
Yield to Maturity
6.375%
Spread to Treasury
+ 401 bps
Benchmark
UST 7.625% due February 15, 2025
Gross Proceeds before Expenses
$1,700,000,000
Net Proceeds Before Expenses
$1,697,875,000
Optional Redemption:
On or after the following dates at the following redemption prices plus accrued and
unpaid interest, if any, to, but not including the date of, the redemption date:
Year
Percentage
September 1, 2019
September 1, 2020
September 1, 2021
September 1, 2022 and thereafter
103.188%
102.125%
101.063%
100.000%
Make-whole call
Prior to September 1, 2019, at a discount rate of Treasury plus 50 bps
Optional redemption with equity
proceeds
At any time prior to September 1, 2017, up to 35% of the 6.375% senior notes may be
redeemed at 106.375% plus accrued and unpaid interest, if any, to, but not including,
the redemption date.
Change of Control Triggering Event
101%, plus accrued and unpaid interest, if any to, but not including, the date of
payment.
CUSIP/ISIN Numbers
CUSIP: 87264A AN5
ISIN: US87264AAN54
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Terms Applicable to All Notes
Interest Payment Dates
March 1 and September 1. The first interest payment date will be March 1, 2015
Use of Proceeds
General corporate purposes, which may include capital investments and acquisition of
additional spectrum. We also intend to use approximately $1,000,000,000 of the
proceeds to redeem our outstanding 7.875% senior notes due 2018 and pay related
transaction fees and expenses.
Trade Date
September 3, 2014
Settlement Date
T+2 (September 5, 2014)
Denominations
$2,000 and integral multiples of $1,000
Form of Offering
SEC Registered (Registration No. 333-192178)
Joint Book-Running Managers
Deutsche Bank Securities Inc.
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities LLC
Barclays Capital Inc.
Goldman, Sachs & Co.
RBS Securities Inc.
The Issuer has filed a registration statement (Registration No. 333-192178) (including a Preliminary Prospectus) with the
SEC for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus in
that registration statement, the related Preliminary Prospectus Supplement and other documents the issuer has filed with the
SEC, including those incorporated by reference into the Preliminary Prospectus and Preliminary Prospectus Supplement, for
more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the
SEC website at www.sec.gov. Alternatively, the Issuer, the underwriter or any dealer participating in the offering will arrange
to send you the Preliminary Prospectus and related Preliminary Prospectus Supplement if you request it by contacting Deutsche
Bank Securities Inc. at Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, New York
10005-2836, by telephone at +1 (800) 503-4611 or by email at prospectus.cpdg@db.com.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be
disregarded. Such disclaimers and other notices were automatically generated as a result of this communication being sent via
Bloomberg or another communication system.
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