T-Mobile (TMUS) Prices 143.39M Share Common Offering at $103/Sh in Connection with Softbank's Monetization of Stake

T-Mobile US, Inc. (NASDAQ: TMUS) today announced the pricing of a registered public offering of 143,392,582 shares of its common stock at a price of $103.00 per share. In addition, the underwriters have been granted a 30-day option to purchase up to an additional 10,754,444 shares of T-Mobile common stock at the same public offering price, less underwriting discounts and commissions. The Public Equity Offering is expected to close on June 26, 2020, subject to satisfaction of customary closing conditions.

For every share of common stock sold by T-Mobile in the Public Equity Offering, T-Mobile has agreed to repurchase one share of common stock from a subsidiary of SoftBank at a price per share equivalent to that received by T-Mobile in its sales. Consequently, the Public Equity Offering will not involve gain or loss to T-Mobile and will not affect the number of outstanding shares of T-Mobile common stock or T-Mobile’s capitalization.

T-Mobile also separately announced the pricing of $1,860,465,000 aggregate purchase price (not including the initial purchasers’ 30-day option to purchase up to an additional $139,535,000 of Trust Securities) of cash mandatory exchangeable trust securities (the “Trust Securities”) by a Delaware statutory trust in a private offering exempt from registration under the Securities Act (the “Private Offering” and, together with the Public Equity Offering, the “Offerings”). The Trust will acquire 18,062,698 shares of T-Mobile’s common stock in connection with the closing of the Private Offering (19,417,400 shares if the initial purchasers exercise in full their option to purchase additional Trust Securities), which is also expected to close on June 26, 2020, subject to satisfaction of customary closing conditions. This press release is not an offer to sell or purchase, or a solicitation of an offer to sell or purchase, the Trust Securities.

The Offerings are being executed in connection with SoftBank Group Corp.’s (“SoftBank”) monetization of its shareholding in T-Mobile’s common stock as disclosed in their Schedule 13D/A filed on June 15, 2020.

Goldman Sachs & Co. LLC, Morgan Stanley, Citigroup and J.P. Morgan are acting as joint lead book-running managers for the Public Equity Offering. Barclays, BofA Securities, Deutsche Bank Securities and Mizuho Securities are also acting as joint book-running managers. BNP Paribas, Credit Agricole CIB, Nomura, RBC Capital Markets, SMBC Nikko and Societe Generale are acting as joint lead co-managers. Academy Securities, Loop Capital Markets, Ramirez & Co., Inc. and Siebert Williams Shank are also acting as joint co-managers.

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