T-Mobile US, Inc. announced that T-Mobile USA, Inc. (“T-Mobile USA”), its direct wholly-owned subsidiary, has agreed to sell $3,000,000,000 aggregate principal amount of its 3.500% Senior Secured Notes due 2025, $4,000,000,000 aggregate principal amount of its 3.750% Senior Secured Notes due 2027, $7,000,000,000 aggregate principal amount of its 3.875% Senior Secured Notes due 2030, $2,000,000,000 aggregate principal amount of its 4.375% Senior Secured Notes due 2040 and $3,000,000,000 aggregate principal amount of its 4.500% Senior Secured Notes due 2050 (collectively, the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The offering of the Notes is scheduled to close on April 9, 2020, subject to satisfaction of customary closing conditions. T-Mobile USA intends to use the net proceeds of this offering to repay amounts borrowed under the bridge credit agreement it incurred in connection with T-Mobile’s business combination with Sprint Corporation and liabilities under related interest rate protection agreements.

The Notes were 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.