T-Mobile Prices Public Offering of Mandatory Convertible Preferred Stock

BELLEVUE, Wash.--(BUSINESS WIRE)--T-Mobile US, Inc. (NYSE: TMUS) (“T-Mobile”) announced today the pricing of its registered public offering of 17,391,305 shares of 5.50% Mandatory Convertible Preferred Stock, Series A, at a price of $50.00 per share. The net proceeds to T-Mobile are expected to be approximately $854.1 million, after deducting underwriting discounts and commissions, and other estimated offering expenses payable by T-Mobile. In addition, the underwriters have an option to purchase up to an additional 2,608,695 shares of Mandatory Convertible Preferred Stock from T-Mobile. T-Mobile expects to use the net proceeds from this offering, including net proceeds from any exercise by the underwriters of their option to purchase additional shares of T-Mobile's Mandatory Convertible Preferred Stock, for general corporate purposes, including capital investments and acquisition of additional spectrum unrelated to spectrum it may obtain in the Federal Communications Commission’s pending AWS-3 spectrum auction.

Unless converted earlier, each share of Mandatory Convertible Preferred Stock will convert automatically on December 15, 2017, into between 1.6119 and 1.9342 shares of T-Mobile’s common stock, subject to customary anti-dilution adjustments, depending on the market value of T-Mobile’s common stock on that date. Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by T-Mobile’s Board of Directors, at an annual rate of 5.50% on the liquidation preference of $50.00 per share, on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2015 and to, and including, December 15, 2017.

Goldman, Sachs & Co., Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. are the joint book-running managers for the offering. Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are the co-managers for the offering.

The offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission ("SEC"), which became effective November 7, 2013. Copies of the prospectus supplement and the accompanying prospectus related to the offering may be obtained for free by visiting EDGAR on the SEC Web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related prospectus supplement if you request it by contacting: Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, New York 10282, telephone: [phone], or by emailing [e-mail]; Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, New York 10014, Attention: Prospectus Department; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Attn: Prospectus Department, Telephone: [phone], Email: [e-mail]; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, [e-mail], [phone]; Credit Suisse Securities (USA) LLC, Credit Suisse Prospectus Department, One Madison Avenue, New York, New York 10010, tel: [phone], email: [e-mail]; Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, New York 10005-2836, by telephone at [phone] or by email at [e-mail]; or J.P. Morgan Securities LLC, 383 Madison Avenue, 3rd Floor, New York, NY 10179, Attention: Syndicate Desk, telephone: [phone].

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security, nor shall there be any sale of any security in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements that are based on T-Mobile management’s current expectations. Such statements include, without limitation, plans, projections and estimates regarding the use of proceeds from the proposed offering. 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 expected. More 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.