Obligation T-Mobile USA Inc 6.731% ( US87264AAG04 ) en USD

T-Mobile USA Inc

100 % ▲

Etats-unis

US87264AAG04 ( en USD )

6.731% par an ( paiement semestriel )

27/04/2022 - Obligation échue

Prospectus brochure de l'obligation T-Mobile USA Inc US87264AAG04 en USD 6.731%, échue

2 000 USD

1 250 000 000 USD

87264AAG0

BB ( Spéculatif )

Ba3 ( Spéculatif )

L'Obligation émise par T-Mobile USA Inc ( Etats-unis ) , en USD, avec le code ISIN US87264AAG04, paye un coupon de 6.731% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/04/2022

L'Obligation émise par T-Mobile USA Inc ( Etats-unis ) , en USD, avec le code ISIN US87264AAG04, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par T-Mobile USA Inc ( Etats-unis ) , en USD, avec le code ISIN US87264AAG04, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed pursuant to Rule 424(b)(5)
Registration No. 333-189425
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee (1)(2)
6.464% Senior Notes due April 28, 2019
$1,250,000,000
102%
$1,275,000,000
$164,220
6.542% Senior Notes due April 28, 2020
$1,250,000,000
100%
$1,250,000,000
$161,000
6.633% Senior Notes due April 28, 2021
$1,250,000,000
100%
$1,250,000,000
$161,000
6.731% Senior Notes due April 28, 2022
$1,250,000,000
99%
$1,237,500,000
$159,390
6.836% Senior Notes due April 28, 2023

$600,000,000
98%

$588,000,000
$75,734

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee due for this
offering is $721,344.
(2) Paid herewith.
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PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 18, 2013)

$5,600,000,000
$1,250,000,000 6.464% Senior Notes due 2019
$1,250,000,000 6.542% Senior Notes due 2020
$1,250,000,000 6.633% Senior Notes due 2021
$1,250,000,000 6.731% Senior Notes due 2022
$600,000,000 6.836% Senior Notes due 2023

The selling noteholder named in this prospectus supplement is offering up to $5,600,000,000 in aggregate principal amount of Senior Notes of T-Mobile USA,
Inc. ("T-Mobile USA" or the "Issuer"), including $1,250,000,000 of 6.464% Senior Notes due 2019, $1,250,000,000 of 6.542% Senior Notes due 2020,
$1,250,000,000 of 6.633% Senior Notes due 2021, $1,250,000,000 of 6.731% Senior Notes due 2022 and $600,000,000 of 6.836% Senior Notes due 2023 (the
"notes"). We will not receive any proceeds from the sale of the notes by the selling noteholder.
On April 28, 2013, the Issuer issued the notes to the selling noteholder named herein in a private placement in connection with the consummation of the
transactions contemplated by the Business Combination Agreement dated October 3, 2012, as amended (the "Business Combination Agreement"), among
Deutsche Telekom AG ("Deutsche Telekom"), T-Mobile Global Zwischenholding GmbH, a direct wholly-owned subsidiary of Deutsche Telekom ("Global"), T-Mobile
Global Holding GmbH, a direct wholly-owned subsidiary of Global ("Holding"), T-Mobile USA, formerly a direct wholly-owned subsidiary of Holding, and T-Mobile US,
Inc. ("Parent"). We refer to the transactions contemplated by the Business Combination Agreement as the "Business Combination Transaction". This prospectus
supplement relates to the resale by the selling noteholder of the notes.
The 2019 notes bear interest at a rate of 6.464% per annum, the 2020 notes bear interest at a rate of 6.542% per annum, the 2021 notes bear interest at a rate
of 6.633% per annum, the 2022 notes bear interest at a rate of 6.731% per annum and the 2023 notes bear interest at a rate of 6.836% per annum. Interest on the
notes is payable semi-annually, in cash in arrears. Interest on each series of notes is paid on January 28 and July 28 of each year.
The notes are senior unsecured obligations of the Issuer and rank equally with all of the other senior unsecured debt and future senior unsecured debt of the
Issuer. The notes are unconditionally guaranteed on a senior unsecured basis by Parent and certain subsidiary guarantors.
The notes are redeemable, in whole or in part, at any time on or after the dates and at the redemption prices specified under "Description of the Notes--
Optional Redemption" in the accompanying prospectus plus accrued and unpaid interest to, but not including, the redemption date. The Issuer may redeem up to
35% of the aggregate principal amount of each series of notes before the dates specified under "Description of the Notes--Optional Redemption" in the
accompanying prospectus with the net cash proceeds from certain equity offerings, subject to certain conditions. The Issuer also may redeem each series of notes
prior to the dates specified under "Description of the Notes--Optional Redemption" in the accompanying prospectus at a specified redemption price plus a "make-
whole" premium, plus accrued and unpaid interest to, but not including, the redemption date.
If the Issuer experiences certain change of control triggering events, the Issuer will be required to offer to purchase each series of notes at a repurchase price
equal to 101% of the principal amount, plus accrued and unpaid interest to, but not including, the repurchase date. See "Description of Notes--Repurchase at
Option of Holders--Change of Control Triggering Event" in the accompanying prospectus.

Proceeds to the

Price to public(1)
Total

selling noteholder(1)(2)
Per 6.464% Senior Note

102.000%

$1,275,000,000
$
1,273,437,500
Per 6.542% Senior Note

100.000%

$1,250,000,000
$
1,248,437,500
Per 6.633% Senior Note

100.000%

$1,250,000,000
$
1,248,437,500
Per 6.731% Senior Note

99.000%

$1,237,500,000
$
1,235,937,500
Per 6.836% Senior Note

98.000%

$ 588,000,000
$
587,250,000

Total

--

$5,600,500,000
$
5,593,500,000
(1) Plus accrued interest from July 28, 2013.
(2) Before expenses. The underwriting discount for each series is 0.125% of the principal amount thereof resulting in total underwriting discounts of (i) $1,562,500
for each of the 6.464% Senior Notes, 6.542% Senior Notes, 6.633% Senior Notes and 6.731% Senior Notes, and (ii) $750,000 for the 6.836% Senior Notes, for
an aggregate total underwriting discount of $7,000,000.
The notes are expected to be ready for delivery in book-entry form only through the facilities of The Depository Trust Company on or about October 16, 2013.
Currently, there is no existing public market for the notes. We do not intend to list the notes on any securities exchange or quotation system.

Investing in these notes involves a high degree of risk. See "Risk Factors" beginning on page S-17 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

Joint Book-Running Managers

Deutsche Bank Securities
Citigroup

Credit Suisse

Goldman, Sachs & Co.

J.P. Morgan
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The date of this prospectus supplement is October 8, 2013.
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TABLE OF CONTENTS
Prospectus Supplement

About this Prospectus Supplement
S-ii

Cautionary Note Regarding Forward-Looking Statements
S-iii

Prospectus Supplement Summary
S-1

Risk Factors
S-17
Use of Proceeds
S-34
Capitalization
S-35
Unaudited Pro Forma Condensed Combined Financial Information
S-36
Selected Historical Consolidated Financial Data of T-Mobile
S-48
Ratio of Earnings to Fixed Charges
S-50
Business
S-51
Management
S-59
Description of Certain Indebtedness and Certain Lease Obligations
S-67
Description of the Notes Offered Hereby
S-71
Selling Noteholder
S-72
Certain U.S. Federal Income Tax Considerations
S-73
Underwriting
S-78
Legal Matters
S-81
Experts
S-81
Where You Can Find More Information
S-81
Information Incorporated by Reference
S-81
Prospectus

About this Prospectus
i

Where You Can Find More Information
ii

Information Incorporated by Reference
ii

Cautionary Note Regarding Forward-Looking Statements
iii

Prospectus Summary
1

Risk Factors
7

Use of Proceeds
13
Ratio of Earnings to Fixed Charges
14
Description of the Notes
15
Description of Capital Stock
84
Selling Securityholders
91
Plan of Distribution
93
Legal Matters
95
Experts
95
Neither we, nor the sel ing noteholder, nor the underwriters have authorized any other person to provide you with
information different from that contained in or incorporated by reference into this prospectus supplement and the
accompanying prospectus or in any free writing prospectus that we may provide to you. We take no responsibility for,
and can provide no assurance as to the reliability of, any other information that others may give. The selling noteholder is
offering to sell and is seeking offers to buy the notes only in jurisdictions where offers and sales are permitted. The
information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus
is accurate only as of the date such information is presented regardless of the time of delivery of this prospectus
supplement and the accompanying prospectus or any sale of the notes. Our business, financial condition, results of
operations and prospects may have changed since such date.

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of
this offering of the notes and also adds to and updates information contained in the accompanying prospectus and the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part
is the accompanying prospectus, which gives more general information. General y, when we refer to this prospectus, we
are referring to both parts of this document combined. To the extent there is a conflict between the information contained
in the accompanying prospectus and this prospectus supplement, you should rely on the information in this prospectus
supplement; provided that if any statement in one of these documents is inconsistent with a statement in another
document having a later date--for example, a document incorporated by reference in the accompanying prospectus or
this prospectus supplement--the statement in the document having the later date modifies or supersedes the earlier
statement.
As permitted by the rules and regulations of the Securities and Exchange Commission (the "SEC"), the registration
statement of which this prospectus supplement forms a part includes additional information not contained in this
prospectus supplement. You may read the registration statement and the other reports we file with the SEC at the
SEC's website or at the SEC's offices described below under the heading "Where You Can Find More Information."
You should read this prospectus supplement along with the accompanying prospectus and the documents
incorporated by reference careful y before you invest. These documents contain important information you should
consider when making your investment decision. This prospectus supplement contains information about the notes
offered in this offering and may add, update or change information in the accompanying prospectus.
Unless stated otherwise or the context indicates otherwise, references to "T-Mobile," "our company," "the
Company," "we," "our," "ours" and "us" refer to T-Mobile US, Inc. and its direct and indirect domestic restricted
subsidiaries, including T-Mobile USA, Inc. References to the "Issuer" and "T-Mobile USA" refer to T-Mobile USA, Inc.
only. The term "sel ing noteholder" refers to Deutsche Telekom AG. The Issuer's corporate parent is T-Mobile US, Inc., a
Delaware corporation, which we refer to in this prospectus supplement as "T-Mobile US" or "Parent". Parent has no
operations separate from its investment in the Issuer. Accordingly, unless otherwise noted, al of the business and
financial information in this prospectus supplement, including the factors identified under "Risk Factors" beginning on
page S-17, is presented for Parent on a consolidated basis.
Market data and other statistical information used throughout this prospectus supplement, the accompanying
prospectus or incorporated by reference into this prospectus supplement are based on independent industry
publications, government publications, reports by market research firms and other published independent sources. Some
data is also based on our good faith estimates, which we derive from our review of internal surveys and independent
sources. Although we believe these sources are reliable, we have not independently verified the information. We neither
guarantee its accuracy nor undertake a duty to provide or update such data in the future.
This prospectus supplement, the accompanying prospectus or the documents incorporated by reference into this
prospectus supplement may include trademarks, service marks and trade names owned by us or other companies. Al
trademarks, service marks and trade names included or incorporated by reference in this prospectus supplement or the
accompanying prospectus are the property of their respective owners.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement, the accompanying prospectus, any related free writing
prospectus, the documents incorporated by reference or our other public statements include "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Al statements, other than
statements of historical fact, including information concerning our possible or assumed future results of operations, are
forward-looking statements. These forward-looking statements are general y identified by the words "anticipates,"
"believes," "estimates," "expects," or similar expressions.
Forward-looking statements are based on current expectations and assumptions which are subject to risks and
uncertainties which may cause actual results to differ materially from the forward-looking statements. The fol owing
important factors, among others, along with the factors identified under "Risk Factors" and the risk factors incorporated
by reference herein, could affect future results and could cause those results to differ materially from those expressed in
the forward-looking statements:

· adverse conditions in the U.S. and international economies or disruptions to the credit and financial markets;

· competition in the wireless services market;

· the ability to complete and realize expected synergies and other benefits of acquisitions;

· the inability to implement our business strategies or ability to fund our wireless operations, including payment for

additional spectrum, network upgrades, and technological advancements;

· the ability to renew our spectrum licenses on attractive terms;

· the ability to manage growth in wireless data services including network quality and acquisition of adequate

spectrum licenses at reasonable costs and terms;

· material changes in available technology;

· the timing, scope and financial impact of our deployment of 4G Long-Term Evolution ("LTE") technology;

· the impact on our networks and business from major technology equipment failures;

· breaches of network or information technology security, natural disasters or terrorist attacks or existing or future

litigation and any resulting financial impact not covered by insurance;

· any changes in the regulatory environments in which we operate, including any increase in restrictions on the

ability to operate our networks;

· any disruption of our key suppliers' provisioning of products or services;

· material adverse changes in labor matters, including labor negotiations or additional organizing activity, and any

resulting financial and/or operational impact;

· changes in accounting assumptions that regulatory agencies, including the SEC, may require or that result from

changes in the accounting rules or their application, which could result in an impact on earnings; and

· changes in tax laws, regulations and existing standards and the resolution of disputes with any taxing

jurisdictions.
Additional information concerning these and other risk factors is contained in Parent's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2013 and in the documents incorporated therein by reference.

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Forward-looking statements in this prospectus supplement, the accompanying prospectus, any related free writing
prospectus or the documents incorporated by reference speak only as of the date of this prospectus supplement or the
applicable document referred to or incorporated by reference (or such earlier date as may be specified in the applicable
document), as applicable, are based on assumptions and expectations as of such dates, and involve risks, uncertainties
and assumptions, many of which are beyond our ability to control or predict, including the factors above. You should not
place undue reliance on these forward-looking statements. We do not intend to, and do not undertake an obligation to,
update these forward-looking statements in the future to reflect future events or circumstances, except as required by
applicable securities laws and regulations. For more information, see the section entitled "Where You Can Find
Additional Information." The results presented for any period may not be reflective of results for any subsequent period.
You should careful y read and consider the cautionary statements contained or referred to in this section in
connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting
on our behalf, and al future written and oral forward-looking statements attributable to us are expressly qualified in their
entirety by the foregoing cautionary statements.

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PROSPECTUS SUPPLEMENT SUMMARY
This summary contains basic information about us and this offering. It does not contain all of the information
that you should consider before investing in the notes. You should carefully read this prospectus supplement, the
accompanying prospectus, and the documents incorporated by reference herein for a more complete
understanding of our business. Additionally, you should read the "Risk Factors" section of this prospectus
supplement and in documents incorporated by reference into this prospectus supplement before making an
investment decision.
Our Company
T-Mobile is a national provider of mobile communications services capable of reaching over 280 mil ion
Americans. Our objective is to be the simpler choice for a better mobile experience. Our intent is to bring this
proposition to life across all our brands, including T-Mobile, MetroPCS, and GoSmart, and across our major
customer base of retail consumers and business-to-business ("B2B").
We generate revenue by offering affordable postpaid and prepaid wireless voice, messaging and data services,
as wel as mobile broadband and wholesale wireless services. We provided service to approximately 44 mil ion
customers through our nationwide network as of June 30, 2013. We also generate revenues by offering a wide
selection of wireless handsets and accessories, including smartphones, wireless-enabled computers such as
notebooks and tablets, and data cards which are manufactured by various suppliers. Our most significant expenses
are related to acquiring and retaining customers, maintaining and expanding our network, and compensating
employees.
Business Combination with MetroPCS
On April 30, 2013, the business combination (the "Business Combination Transaction") of T-Mobile USA and
MetroPCS Communications, Inc. ("MetroPCS") was completed. Under the terms of the business combination
agreement, Deutsche Telekom AG ("Deutsche Telekom") received approximately 74% of the ful y-diluted shares of
common stock of the combined company in exchange for its transfer of all of T-Mobile USA's common stock. This
transaction was consummated to provide us with expanded scale, spectrum, and financial resources to compete
aggressively with other, larger U.S. wireless carriers. The business combination was accounted for as a reverse
acquisition with the Issuer as the accounting acquirer. Accordingly, T-Mobile USA's historical financial statements
became the historical financial statements of the combined company.
Competitive Strengths
We believe the fol owing strengths foster our ability to compete against our principal wireless competitors:

· Value leadership in wireless. We are a leading value-oriented wireless carrier in the United States and the

third largest provider of prepaid service plans as measured by subscribers.

· Spectrum assets. As of June 30, 2013, we hold licenses for wireless spectrum suitable for wireless

broadband mobile services (including both HSPA+ and LTE) covering a population of approximately
280 mil ion people in the United States. As of June 30,

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2013, we have an average of approximately 74 MHz of spectrum in the top 100 major metropolitan areas
and have an average of approximately 76 MHz of spectrum in the top 25 major metropolitan areas. Our

aggregate spectrum position is expected to enable contiguous 20x20 MHz channels for LTE deployment in
many major metropolitan areas, which is expected to improve capacity to support our product offerings by
increasing the data speeds available to our customers.

· Advanced nationwide high-speed network. By the end of 2013, we intend to cover a population of
approximately 200 mil ion people in the United States with our LTE network. We believe the combination of
our spectrum position and advanced network technology wil provide us with a high-capacity, high-speed
network. Upon completion of the migration of the MetroPCS customer base, we expect to have

approximately 55,000 equivalent cell sites, including approximately 1,500 MetroPCS macro sites and certain
DAS network nodes retained from the MetroPCS network. Approximately 35,000 sites are planned to be
enhanced over three years with multi-mode radios, tower-top electronics, and new antennas. This wil allow
for more robust coverage in buildings and at the edge of coverage areas and wil al ow for greater data
capacity, which we believe wil enhance the customer experience for our subscriber base.

· Seasoned executive leadership. We have a seasoned executive leadership team with significant industry
expertise, led by John Legere, our President and Chief Executive Officer. Mr. Legere has over 32 years of
experience in the U.S. and global telecommunications and technology industries. J. Braxton Carter, formerly

MetroPCS' Vice Chairman and Chief Financial Officer, serves as our Chief Financial Officer. Our board of
directors includes current and former executives of AT&T, Del , Rockwel International Corporation and
Madison Dearborn Partners, LLC, and brings extensive experience in operations, finance, governance and
corporate strategy.
Business Strategy
We continue to aggressively pursue our strategy developed to reposition T-Mobile and return the Company to
growth. In the first half of 2013, we introduced Simple Choice plan options as part of our "Un-carrier" value
proposition. Our strategy focuses on the fol owing elements:

· Un-carrier Value Proposition. We plan to extend our position as the leader in delivering distinctive value for
consumers in all customer segments. Our Simple Choice plans have brought flexibility and value to
customers by providing the option to pay for handsets over an instal ment period or to bring their own device.
Simple Choice plans also eliminate annual service contracts and provide customers with a single, affordable
rate plan without the complexity of data caps and overage charges. Customers on Simple Choice plans can
purchase the most popular smartphones, if qualified, in affordable, interest-free monthly instal ments and
upgrade any time they like without restrictive annual service contract cycles. Modernization of the network

and introduction of the Apple iPhone in the second quarter of 2013 further repositioned T-Mobile as a
provider of dependable high-speed service with a range of desirable handsets and devices. Customers are
able to purchase or, if qualified, finance handsets from a competitive device lineup including popular Samsung
smartphones and Apple iPhone devices. In July 2013, T-Mobile announced JUMP!, which enables
participating subscribers to upgrade their wireless device twice a year upon completion of an initial six-month
enrol ment. Additional y, the MetroPCS brand has been a value leader among customers choosing prepaid
wireless service plans and we expect to accelerate its growth by

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expanding the brand into new geographic regions taking advantage of the existing T-Mobile network,

beginning in the second half of 2013 through 2014. To date we have expanded sales of the MetroPCS brand
to 15 new metropolitan areas.

· Network Modernization. We are currently in the process of upgrading our network with a $4 bil ion
investment designed to modernize the 4G network, improve coverage, align spectrum bands with other key
players in the U.S. market and deploy nationwide 4G LTE services in 2013. The timing for the launch of 4G
LTE al ows us to take advantage of the latest and most advanced 4G LTE technology infrastructure,
improving the overall capacity and performance of our 4G network, while optimizing spectrum resources. We

remain on target to deliver nationwide 4G LTE network coverage by the end of 2013, reaching 200 mil ion
people in more than 200 metropolitan areas. The migration of MetroPCS customers onto T-Mobile's 4G
HSPA+ and LTE network is ahead of schedule, providing faster network performance for MetroPCS
customers with compatible handsets. We expect the migration of MetroPCS's customers to our 4G HSPA+
and LTE network to be complete by the end of 2015.

· Multi-segment Focus. T-Mobile plans to continue to offer multiple types of wireless service plans to
accelerate growth. The combination of T-Mobile USA and MetroPCS added another flagship brand to the
T-Mobile portfolio and increased our ability to serve the ful breadth of the wireless market. In B2B, T-Mobile

has made significant investments in software and systems. Additional y, T-Mobile expects to continue to
expand its wholesale business through Mobile Virtual Network Operators ("MVNOs") and other wholesale
relationships where its spectrum depth, available network capacity and the Global System for Mobile
Communications ("GSM") technology base help secure profitable wholesale customers.

· Aligned Cost Structure. We continue to pursue a low-cost business operating model to drive cost savings,
which can be reinvested in the business. These cost programs are on-going as we continue to work to
simplify our business and drive operational efficiencies in areas such as network optimization, customer

roaming, improved customer collection rates and better management of customer acquisition and retention
costs. A portion of savings have been, and wil continue to be, reinvested into customer acquisition
programs.
Recent Developments
On August 21, 2013, we consummated the sale of $500 mil ion principal amount of 5.25% Senior Notes due
2018 (the "5.25% senior notes"). The 5.25% senior notes are unsecured obligations of the Issuer and are
guaranteed by Parent and by al of the Issuer's subsidiaries that guarantee the notes offered hereby. The notes
offered hereby are different series of notes issued under a different indenture from those under which our 5.25%
senior notes were issued.

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