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08/01/2025 – 10:04 PM
BELLEVUE, Wash.–(BUSINESS WIRE)–T-Mobile US, Inc. (NASDAQ: TMUS) announced today, along with its subsidiary T-Mobile USA, Inc., the culmination of its exchange offers for certain senior notes of Array Digital Infrastructure, Inc. (formerly United States Cellular Corporation). The move, tied to the Securities Purchase Agreement unveiled on May 28, 2024, signals T-Mobile’s strategic acquisition of assets from Array.
The exchange offers targeted the following:
(i) Array’s 6.700% Senior Notes due 2033 (“Old Array 2033 Notes”) for new 6.700% Senior Notes due 2033 issued by T-Mobile USA (“New 2033 Notes”);
(ii) Array’s 6.250% Senior Notes due 2069 (“Old Array 2069 Notes”) for new 6.250% Senior Notes due 2069 issued by T-Mobile USA (“New 2069 Notes”);
(iii) Array’s 5.500% Senior Notes due 2070 (March) (“Old Array March 2070 Notes”) for new 5.500% Senior Notes due March 2070 issued by T-Mobile USA (“New March 2070 Notes”); and
(iv) Array’s 5.500% Senior Notes due 2070 (June) (“Old Array June 2070 Notes,” collectively with the others, the “Old Array Notes”) for new 5.500% Senior Notes due June 2070 issued by T-Mobile USA (the “New June 2070 Notes,” and with the others, the “New T-Mobile Notes”).
These exchanges were governed by the terms and conditions outlined in the Prospectus. Concurrent with the exchange offers, T-Mobile and T-Mobile USA sought consents to amend the indentures tied to each series of Old Array Notes. These amendments aimed to streamline notification protocols and relax specific restrictive covenants. As announced earlier, on June 16, 2025, the company secured valid consents from holders representing a majority stake in each Old Array Notes series, paving the way for the Proposed Amendments detailed in the Prospectus.
The deadline for both the Exchange Offers and Consent Solicitations was August 1, 2025, at 5:00 p.m. ET.
The table below summarizes the aggregate principal amount of Old Array Notes accepted for exchange as of the Expiration Date, the principal amount of New T-Mobile Notes to be issued, and the cash payout linked to the Exchange Offers and Consent Solicitations:
|
Title of Series of Old Array Notes Tendered |
|
CUSIP No./ ISIN |
|
Principal Amount Outstanding (mm) |
|
Principal Amount Validly Tendered and Accepted for Exchange |
|
Cash Amount To Be Paid for Early Consent Fee(1) |
|
Principal Amount of New T-Mobile Notes To Be Issued |
|
|
|
|
|
|
||||||
|
Old Array 2033 Notes |
|
911684AD0/US911684AD06 |
|
$544 |
|
$488,941,000 |
|
$487,219.00 |
|
$488,860,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Old Array 2069 Notes |
|
911684702/US9116847024 |
|
$500 |
|
$394,177,750 |
|
$371,004.23 |
|
$393,481,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Old Array March 2070 Notes |
|
911684801/US9116848014 |
|
$500 |
|
$401,502,000 |
|
$378,044.65 |
|
$400,797,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Old Array June 2070 Notes |
|
911684884/US9116848840 |
|
$500 |
|
$395,450,250 |
|
$372,259.88 |
|
$394,753,475 |
|
(1) |
The Early Consent Fee (as defined in the Prospectus) will only be paid to holders of those Old Array Notes that were validly tendered prior to the Early Participation Date (as defined in the Prospectus), and not validly withdrawn, as described in the Prospectus. |
T-Mobile and T-Mobile USA did not receive any cash proceeds from these exchange offers, a testament to the nature of the transaction as a debt restructuring move.
Settlement is slated for around August 5, 2025.
D.F. King & Co., Inc. managed information and the exchange process. The Exchange Offers and Consent Solicitations were made solely under a Registration Statement on Form S-4 (the “Registration Statement”) and related prospectus and consent solicitation statement (as amended or supplemented from time to time, the “Prospectus”) filed with the SEC.
This announcement serves informational purposes only and doesn’t function as an offer to buy or sell any securities. The Exchange Offers specifically excluded jurisdictions where such an offer or solicitation would be prohibited.
About T-Mobile US, Inc.
T-Mobile US, Inc., is known as America’s “Un-carrier,” known for its 4G LTE and 5G network. T-Mobile’s brands include T-Mobile, Metro by T-Mobile, and Mint Mobile. More information can be found at https://www.t-mobile.com.
Forward-Looking Statements
This release features forward-looking statements predicated on management’s current expectations. These pertain to the Exchange Offers, Consent Solicitations, and the issuance of the New T-Mobile Notes. These statements are subject to inherent risks and uncertainties. Material variances in actual results could arise from various factors, including market conditions. Further details on potential risk factors can be found in the Company’s SEC filings, accessible at http://www.sec.gov.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250801856884/en/
Source: T-Mobile US, Inc.
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