Obligation T-Mobile USA Inc 5.125% ( US87264AAS42 ) en USD

T-Mobile USA Inc

101.281 % ▲

Etats-unis

US87264AAS42 ( en USD )

5.125% par an ( paiement semestriel )

14/04/2025

Prospectus brochure de l'obligation T-Mobile USA Inc US87264AAS42 en USD 5.125%, échéance 14/04/2025

1 000 USD

500 000 000 USD

87264AAS4

BB ( Spéculatif )

Ba3 ( Spéculatif )

15/10/2024 ( Dans 150 jours )

L'Obligation émise par T-Mobile USA Inc ( Etats-unis ) , en USD, avec le code ISIN US87264AAS42, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2025

L'Obligation émise par T-Mobile USA Inc ( Etats-unis ) , en USD, avec le code ISIN US87264AAS42, 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 US87264AAS42, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-210920
CALCULATION OF REGISTRATION FEE

Maximum
aggregate
Amount of
Title of each class of securities offered

offering price
registration fee (1)
4.000% Senior Notes due 2022

$500,000,000
$57,950
5.125% Senior Notes due 2025

$500,000,000
$57,950
5.375% Senior Notes due 2027

$500,000,000
$57,950

(1)
The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 25, 2016)
$1,500,000,000

T-Mobile USA, Inc.
4.000% Senior Notes due 2022
5.125% Senior Notes due 2025
5.375% Senior Notes due 2027

T-Mobile USA, Inc. (the "Issuer") is offering $500,000,000 aggregate principal amount of its 4.000% Senior Notes due 2022 (the "2022 notes"), $500,000,000
aggregate principal amount of its 5.125% Senior Notes due 2025 (the "2025 notes") and $500,000,000 aggregate principal amount of its 5.375% Senior Notes due 2027
(the "2027 notes" and together with the 2022 notes and the 2025 notes, the "notes"). The Issuer intends to use the net proceeds from this offering to redeem certain
existing notes. See "Use of Proceeds."
The 2022 notes will bear interest at a rate of 4.000% per year and mature on April 15, 2022. The 2025 notes will bear interest at a rate of 5.125% per year and
mature on April 15, 2025. The 2027 notes will bear interest at a rate of 5.375% per year and mature on April 15, 2027. The Issuer will pay interest on the notes on each
April 15 and October 15 commencing October 15, 2017.
The 2025 notes and 2027 notes will be redeemable, in whole or in part, at any time on or after April 15, 2020 (in the case of the 2025 notes) and April 15, 2022 (in
the case of the 2027 notes) and at the redemption prices specified under "Description of Notes--Optional Redemption" plus accrued and unpaid interest to, but not
including, the redemption date. The Issuer may redeem up to 40% of the aggregate principal amount of each of the 2025 notes and the 2027 notes prior to April 15, 2020
with the net cash proceeds from certain equity offerings. The Issuer also may redeem the notes prior to the date specified under "Description of Notes--Optional
Redemption" at a specified "make-whole" redemption price 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 repurchase the 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 the Option of Holders--
Change of Control Triggering Event."
The Issuer's obligations under the notes will initially be guaranteed by the Issuer's corporate parent, T-Mobile US, Inc. ("Parent"), and all of the Issuer's wholly-
owned domestic restricted subsidiaries (excluding certain designated special purpose entities, a certain reinsurance subsidiary and immaterial subsidiaries), all of the
Issuer's restricted subsidiaries that guarantee certain of its indebtedness, and any future subsidiary of Parent that directly or indirectly owns any of the Issuer's equity
interests.
The notes and the guarantees will be the Issuer's and the guarantors' unsubordinated unsecured obligations and will rank equally in right of payment with all of the
Issuer's and the guarantors' existing and future indebtedness and other liabilities that are not by their terms subordinated in right of payment to the notes and the
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guarantees, including the Issuer's Existing Senior Notes (as defined herein), the Incremental Term Loan Facility (as defined under "Description of Other Indebtedness and
Certain Lease Obligations--Incremental Term Loan Facility under the Term Loan Credit Agreement") and borrowings under the Revolving Credit Facilities (as described
under "Description of Other Indebtedness and Certain Lease Obligations--Revolving Credit Facilities"), and will rank senior in right of payment to any future
indebtedness of the Issuer or any guarantor that provides by its terms that it is subordinated in right of payment to the notes and the guarantees. The notes and the
guarantees will be effectively subordinated to all of the Issuer's and the guarantors' existing and future secured indebtedness, including the Incremental Term Loan Facility
and borrowings under the Secured Revolving Credit Facility, to the extent of the assets securing such indebtedness, and will be structurally subordinated to all of the
liabilities and preferred stock of any of the Issuer's subsidiaries that do not guarantee the notes.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-14 of this prospectus supplement. You should also
consider the risk factors described in the documents incorporated by reference into the accompanying prospectus.

Per 2022 note
Per 2025 note
Per 2027 note
Public Offering Price

100.000%

100.000%

100.000%
Total

$ 500,000,000
$ 500,000,000
$ 500,000,000
Proceeds to T-Mobile USA, Inc.(1)

$ 499,208,333
$ 499,208,333
$ 499,208,333

(1) Before expenses. The underwriting discount is 0.15833% of the principal amount thereof, resulting in total underwriting discounts of (i) $791,667 for the 2022 notes,
(ii) $791,667 for the 2025 notes and (iii) $791,667 for the 2027 notes.

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. Any representation to the contrary is a criminal offense.

We do not intend to apply for the notes to be listed on any securities exchange or to arrange for the notes to be quoted on any quotation system. Currently, there is no
public market for the notes.
The underwriters are offering the notes as set forth under "Underwriting." Delivery of the notes is expected to be made in New York, New York on or about March
16, 2017 through the facilities of The Depository Trust Company.

Joint Book-Running Managers

Deutsche Bank Securities
Barclays

Citigroup
J.P. Morgan

The date of this prospectus supplement is March 13, 2017.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
THE OFFERING
S-5
RISK FACTORS
S-14
USE OF PROCEEDS
S-21
CAPITALIZATION
S-22
RATIO OF EARNINGS TO FIXED CHARGES
S-24
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
S-25
DESCRIPTION OF OTHER INDEBTEDNESS AND CERTAIN LEASE OBLIGATIONS
S-27
DESCRIPTION OF NOTES
S-34
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-89
UNDERWRITING
S-94
LEGAL MATTERS
S-97
EXPERTS
S-97
WHERE YOU CAN FIND MORE INFORMATION
S-97
INFORMATION INCORPORATED BY REFERENCE
S-97
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Prospectus

Page
ABOUT THIS PROSPECTUS

1
ABOUT US

2
RISK FACTORS

2
WHERE YOU CAN FIND MORE INFORMATION

2
INFORMATION INCORPORATED BY REFERENCE

3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

4
USE OF PROCEEDS

6
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS

7
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES

8
DESCRIPTION OF CAPITAL STOCK

10
DESCRIPTION OF OTHER SECURITIES

18
SELLING SECURITYHOLDERS

19
PLAN OF DISTRIBUTION

20
LEGAL MATTERS

22
EXPERTS

22
Neither we 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. We are
offering to sell and are 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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Table of Contents
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. Generally,
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 the
accompanying prospectus 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 carefully
before you decide whether to invest. These documents contain important information you should consider when making your investment decision.
This prospectus supplement contains information about the securities offered in this offering and may add, update or change information in the
accompanying prospectus.
In this prospectus supplement, unless stated otherwise or the context indicates otherwise, references to "T-Mobile," the "Company," "our
Company," "we," "our," "ours" and "us" refer to T-Mobile US, Inc. together with 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 Issuer's corporate parent is T-Mobile
US, Inc., which we refer to in this prospectus supplement as "T-Mobile US" or "Parent." T-Mobile US, Inc. has no operations separate from its
investment in the Issuer. Accordingly, unless otherwise noted, all of the business and financial information in this prospectus supplement,
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including the factors identified under "Risk Factors" beginning on page S-13 is presented on a consolidated basis for T-Mobile.
Market data and other statistical information used in this prospectus supplement or 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 or the
accompanying prospectus may include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks
and trade names included or incorporated by reference in this prospectus supplement, the accompanying prospectus or the documents incorporated
by reference into this prospectus supplement or the accompanying prospectus are the property of their respective owners.

S-ii
Table of Contents
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 and our other public statements include "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of historical fact, including information concerning our future results of
operations, are forward-looking statements. These forward-looking statements are generally identified by the words "anticipate," "believe,"
"estimate," "expect," "intend," "may," could" or similar expressions. Forward-looking statements are based on current expectations and
assumptions, which are subject to risks and uncertainties and may cause actual results to differ materially from the forward-looking statements.
The following important factors, along with the factors identified under "Risk Factors" and the risk factors incorporated by reference herein, could
affect future results and cause those results to differ materially from those expressed in the forward-looking statements:

· adverse economic or political conditions in the U.S. and international markets;

· competition in the wireless services market, including new competitors entering the industry as technologies converge;

· the effects any future merger or acquisition involving us, as well as the effects of mergers or acquisitions in the technology, media and

telecommunications industry;

· challenges in implementing our business strategies or funding our wireless operations, including payment for additional spectrum or

network upgrades;

· the possibility that we may be unable to renew our spectrum licenses on attractive terms or acquire new spectrum licenses at reasonable

costs and terms;

· difficulties in managing growth in wireless data services, including network quality;

· material changes in available technology;

· the timing, scope and financial impact of our deployment of advanced network and business technologies;

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

· breaches of our and/or our third party vendors' networks, information technology and data security;

· natural disasters, terrorist attacks or similar incidents;

· existing or future litigation;

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

networks;

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

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

financial, operational and/or reputational impact;

· the ability to make payments on our debt or to repay our existing indebtedness when due;

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· adverse change in the ratings of our debt securities or adverse conditions in the credit markets;

· changes in accounting assumptions that regulatory agencies, including the SEC, may require, 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 the section titled "Risk Factors" in this prospectus supplement.

S-iii
Table of Contents
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. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no
obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. For more
information, see the section entitled "Where You Can Find More Information." The results presented for any period may not be reflective of results
for any subsequent period.
You should carefully 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 all future written and oral forward-looking
statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statements.

S-iv
Table of Contents
SUMMARY
The following summary highlights selected information about us contained elsewhere or incorporated by reference in this prospectus
supplement and the accompanying prospectus. This summary does not contain all of the information you should consider before deciding
whether to invest in the notes. You should review this entire prospectus supplement and the accompanying prospectus carefully, including the
risks of investing in the notes described under the heading "Risk Factors" beginning on page S-14 in this prospectus supplement, as well as
our consolidated financial statements and notes thereto and other information incorporated by reference in this prospectus supplement and
the accompanying prospectus.
Our Company
We are the Un-carrier®. Un-satisfied with the status quo. Un-afraid to innovate. T-Mobile is the fastest growing wireless company in
the U.S. based on customer growth in 2016. T-Mobile provides wireless communications services, including voice, messaging and data, to
more than 71 million customers in the postpaid, prepaid and wholesale markets. The Un-carrier strategy is an approach that seeks to listen to
the customer, address their pain points, bring innovation to the industry and improve the wireless experience for all. In practice, this means
offering our customers a great service on a nationwide 4G Long-Term Evolution ("LTE") network, offering devices when and how our
customers want them, and providing plans that are simple, affordable and without unnecessary restrictions. Going forward, we will continue to
listen and respond to our customers, refine and improve the Un-carrier strategy and deliver the best value experience in the industry.
We generate revenue by offering affordable wireless communication services to our postpaid, prepaid and wholesale customers, as well
as a wide selection of wireless devices and accessories. Our most significant expenses are related to acquiring and retaining high-quality
customers, providing a full range of devices, compensating employees, and operating and expanding our network. We provide service, devices
and accessories across our flagship brands, T-Mobile and MetroPCS, through our owned and operated retail stores, third-party distributors and
our websites (www.T-Mobile.com and www.MetroPCS.com). The information on our websites is not part of this prospectus supplement.
Recent Developments
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Revolving Credit Facilities
In December 2016, T-Mobile USA entered into (i) a three-year $1.0 billion senior unsecured revolving credit agreement among Parent,
T-Mobile USA, as borrower and DT, as administrative agent and lender (the "Unsecured Revolving Credit Facility") and (ii) a three-year $1.5
billion senior secured revolving credit agreement among Parent, T-Mobile USA, as borrower, and DT, as administrative agent, collateral agent
and lender (the "Secured Revolving Credit Facility" and together with the Unsecured Revolving Credit Facility, the "Revolving Credit
Facilities").
Incremental Term Loan Facility
In January 2017, T-Mobile USA borrowed $4.0 billion under a secured term loan facility (the "Incremental Term Loan Facility") with
Deutsche Telekom AG ("DT") to refinance $1.98 billion of outstanding secured term loans under its Term Loan Credit Agreement dated
November 9, 2015 (the "Term Loan Credit Agreement"). The loans under the Incremental Term Loan Facility were drawn in two tranches on
January 31, 2017, (i) $2.0 billion of which will bear interest at a rate equal to a per annum rate of LIBOR plus a margin of 2.00% and will
mature on November 9, 2022 and (ii) $2.0 billion of which will bear interest at a rate equal to a per annum rate of LIBOR plus a margin of
2.25% and will mature on January 31, 2024. The Incremental Term Loan Facility increased DT's incremental term loan commitment provided
to T-Mobile USA under that certain First

S-1
Table of Contents
Incremental Facility Amendment dated as of December 29, 2016 from $660 million to $2.0 billion and provided to T-Mobile USA an
additional $2.0 billion of incremental term loan debt. See "Description of Other Indebtedness and Certain Lease Obligations" for additional
information.
Notes Redemptions
In February 2017, we redeemed $1.0 billion aggregate principal amount of 6.625% senior notes due 2020, and in March 2017, we
redeemed $500.0 million aggregate principal amount of 5.250% senior notes due 2018. In March 2017, we delivered a notice of redemption to
redeem $1.75 billion aggregate principal amount of 6.250% senior notes due 2021, which will be redeemed in April 2017. These redemptions
are collectively referred to herein as the "notes redemption."
New DT Notes
DT has agreed to purchase $1,000,000,000 in aggregate principal amount of 4.000% Senior Notes due 2022, $1,250,000,000 in
aggregate principal amount of 5.125% Senior Notes due 2025 and $1,250,000,000 in aggregate principal amount of 5.375% Senior Notes due
2027 (the "new DT notes") directly from the Issuer with no underwriting discount. The closing of the issuance and sale of $3,000,000,000 in
aggregate principal amount of the new DT notes to DT is expected to occur on or about April 28, 2017, and the closing of the issuance and
sale of the remaining $500,000,000 in aggregate principal amount of 5.375% Senior Notes due 2027 to DT would be expected to occur on or
about September 16, 2017. The new DT notes will have substantially the same terms and conditions as each of the 2022 notes, 2025 notes and
2027 notes, as applicable, other than issue date, issue price, registration rights and CUSIP. In addition, the new DT notes will be issued under
separate supplemental indentures and will each constitute a separate series from the notes offered hereby for all purposes, including voting;
provided that if the Issuer exercises its rights in respect of a series of notes offered hereby, the Issuer will exercise the same rights in respect of
the new DT notes of the corresponding series on an equal and ratable basis.
FCC Broadcast Incentive Auction
We are participating in the FCC's broadcast incentive auction of 600 MHz spectrum and expect the FCC to announce the winners during
the second quarter of 2017. If we are successful, we expect any purchase we may make in the auction to be funded with cash on hand and
availability under our credit facilities.
Corporate Information
Our corporate headquarters and principal executive offices are located at 12920 SE 38th Street, Bellevue, Washington 98006. Our
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telephone number is (425) 378-4000. We maintain a website at www.T-Mobile.com where our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports are available without charge, as soon as reasonably
practicable following the time they are filed with or furnished to the SEC. The information on or accessible through our website is not
incorporated into or part of this prospectus supplement.
This prospectus supplement and the accompanying prospectus may include trademarks, service marks and trade names owned by us or
other companies. All trademarks, service marks and trade names included in this prospectus supplement and the accompanying prospectus are
the property of their respective owners.

S-2
Table of Contents
Ownership and Corporate Structure
The diagram below illustrates our current ownership and corporate structure:

(1)
Intermediate holding companies not shown.
(2)
See "Description of Other Indebtedness and Certain Lease Obligations."
(3)
In addition to the Issuer's Existing Senior Notes, the Issuer may, at its election, issue and sell to DT up to (i) $2.0 billion aggregate
principal amount of its 5.300% Senior Notes due 2021 (the "5.300% senior notes") and (ii) $2.0 billion aggregate principal amount of its
6.000% Senior Notes due 2024 ("6.000% senior notes"). Subject to certain limited and customary closing conditions (which closing
conditions do not include the absence of a material adverse change), as amended in October 2016, the closing of the issuance and sale of
the 5.300% senior notes and 6.000% senior notes may occur on a date determined by the Issuer that may not be later than May 31, 2017.
The 5.300% senior notes and 6.000% senior notes, if issued, will have the benefit of guarantees from the same entities that are guarantors
of the Issuer's Existing Senior Notes and, other than interest rate, maturity date, and optional redemption pricing, will have substantially
the same terms as the Issuer's Existing Senior Notes. See "Description of Other Indebtedness and Certain Lease Obligations--DT
Commitment to Purchase Additional Notes."
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(4)
Certain subsidiaries of the Issuer will not guarantee the notes. See "Description of Notes--Brief Description of the Notes and the Note
Guarantees--The Note Guarantees." As of December 31, 2016, the Issuer's subsidiaries that will not guarantee the notes had
approximately $1.5 billion of total assets (excluding receivables due from the Issuer and its guarantor subsidiaries) and $2.6 billion in
indebtedness, other liabilities and preferred stock (excluding payables due to the Issuer and its guarantor subsidiaries).

S-3
Table of Contents
THE OFFERING

Issuer
T-Mobile USA, Inc.

Securities
$500,000,000 aggregate principal amount of 4.000% Senior Notes due 2022.

$500,000,000 aggregate principal amount of 5.125% Senior Notes due 2025.

$500,000,000 aggregate principal amount of 5.375% Senior Notes due 2027.

Maturity
The 2022 notes will mature on April 15, 2022.

The 2025 notes will mature on April 15, 2025.

The 2027 notes will mature on April 15, 2027.

Interest Payment Dates
April 15 and October 15 of each year, beginning on October 15, 2017.

Optional Redemption
The Issuer may, at its option, redeem some or all of the 2025 notes and the 2027 notes at
any time on or after April 15, 2020 (in the case of the 2025 notes) and April 15, 2022 (in
the case of the 2027 notes) at the fixed redemption prices described in the section
"Description of Notes--Optional Redemption," plus accrued and unpaid interest, if any,
to, but not including, the redemption date.

Prior to the date specified under "Description of Notes--Optional Redemption," the

Issuer may, at its option, redeem some or all of the notes at a make-whole price, plus
accrued and unpaid interest, to, but not including, the redemption date.

In addition, prior to April 15, 2020, the Issuer may, at its option, redeem up to 40% of
the aggregate principal amount of each of the 2025 notes and the 2027 notes with the net
cash proceeds of certain sales of equity securities or certain contributions to its equity at

the redemption prices described in the section "Description of Notes--Optional
Redemption," plus accrued and unpaid interest, if any, to, but not including, the
redemption date.

Ranking
The notes will be the Issuer's general unsecured, unsubordinated obligations.
Accordingly, they will rank:

· senior in right of payment to any future subordinated indebtedness of the Issuer to the

extent that such indebtedness provides by its terms that it is subordinated to the notes;

· equally in right of payment with any of the Issuer's existing and future indebtedness
and other liabilities that are not by their terms subordinated in right of payment to the

notes, including (as adjusted as if we had completed the offering of the notes,
completed the notes redemption, and to reflect the anticipated use of proceeds),
without limitation, borrowings under the Revolving Credit Facilities and the

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S-4
Table of Contents
Term Loan Credit Agreement (including the Incremental Term Loan Facility) and
$21.0 billion aggregate principal amount of outstanding 6.464% Senior Notes due
2019, Senior Reset Notes due 2019, 6.542% Senior Notes due 2020, Senior Reset
Notes due 2020, 6.633% Senior Notes due 2021, Senior Reset Notes due 2021,
6.125% Senior Notes Due 2022, Senior Reset Notes due 2022, 6.625% Senior Notes

due 2023, 6.836% Senior Notes due 2023, Senior Reset Notes due 2023, 6.000%
Senior Notes due 2023, 6.000% Senior Notes due 2024, 6.500% Senior Notes due
2024, 6.375% Senior Notes due 2025 and 6.500% Senior Notes due 2026
(collectively, the "Existing Senior Notes") and, if issued, the 5.300% senior notes and
6.000% senior notes;

· effectively subordinated to the Issuer's existing and future secured indebtedness,
including borrowings under the Secured Revolving Credit Facility and the Term Loan

Credit Agreement (including the Incremental Term Loan Facility) to the extent of the
value of the Issuer's assets constituting collateral securing such indebtedness; and

· structurally subordinated to any existing and future indebtedness and other liabilities

and preferred stock of the Issuer's non-guarantor subsidiaries.

Assuming that on December 31, 2016, we had completed the offering of the notes,
entered into the Incremental Term Loan Facility, completed the notes redemption and to
reflect the anticipated use of proceeds, we would have had approximately $29.1 billion
of outstanding indebtedness, including $21.0 billion of outstanding indebtedness under
the Issuer's Existing Senior Notes and the notes offered hereby, $4.0 billion of
outstanding secured indebtedness under the Term Loan Credit Agreement and
approximately $2.6 billion in tower obligations relating to the Tower Transactions (as
defined under "Description of Other Indebtedness and Certain Lease Obligations--
Tower Transactions"). As of December 31, 2016, we also had $1.5 billion available for

borrowing under the Secured Revolving Credit Facility and $1.0 billion available for
borrowing under the Unsecured Revolving Credit Facility. In addition to the Issuer's
Existing Senior Notes, the notes offered hereby and the new DT notes, the Issuer may, at
its election, issue and sell to DT up to (i) $2.0 billion aggregate principal amount of its
5.300% senior notes and (ii) $2.0 billion aggregate principal amount of its 6.000%
senior notes. Subject to certain limited and customary closing conditions (which closing
conditions do not include the absence of a material adverse change), as amended in
October 2016, the closing of the issuance and sale of the 5.300% senior notes and
6.000% senior notes may occur on a date determined by the Issuer that may not be later
than May 31, 2017.

Note Guarantees
The notes will be guaranteed by Parent, the Issuer's wholly-owned domestic restricted
subsidiaries (other than certain designated special

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purpose entities, a certain reinsurance subsidiary and immaterial subsidiaries), all of the
Issuer's restricted subsidiaries that guarantee certain of its indebtedness, and any future
subsidiary of Parent that directly or indirectly owns any equity interests of the Issuer.

See "Description of Notes--Brief Description of the Notes and the Note Guarantees--
The Note Guarantees." Each guarantee of the notes will be an unsecured,
unsubordinated obligation of that guarantor and will rank:

· senior in right of payment to any future subordinated indebtedness of that guarantor

to the extent that such indebtedness provides by its terms that it is subordinated in
right of payment to such guarantor's guarantee of the notes;

· equally in right of payment with any existing and future indebtedness and other
liabilities of that guarantor that are not by their terms subordinated to the notes,
including, without limitation, any guarantees of the borrowings under the Revolving

Credit Facilities, the Term Loan Credit Agreement (including the Incremental Term
Loan Facility), the Issuer's Existing Senior Notes and, if issued, the 5.300% senior
notes and 6.000% senior notes;

· effectively subordinated to that guarantor's existing and future secured indebtedness,
including its guarantee of the borrowings under the Secured Revolving Credit Facility

and the Term Loan Credit Agreement (including the Incremental Term Loan
Facility), to the extent of the value of the assets of such guarantor constituting
collateral securing that indebtedness; and

· structurally subordinated to all of the liabilities and preferred stock of any subsidiaries

of such guarantor that do not guarantee the notes.

As of December 31, 2016, the Issuer's subsidiaries that will not guarantee the notes had
approximately $1.5 billion of total assets (excluding receivables due from the Issuer and

its guarantor subsidiaries) and $2.6 billion in indebtedness, other liabilities and preferred
stock (excluding payables due to the Issuer and its guarantor subsidiaries).

Certain Covenants
The indenture governing the notes will contain covenants that, among other things, limit
the ability of the Issuer and its restricted subsidiaries to:

· incur more debt;

· pay dividends and make distributions;

· make certain investments;

· repurchase stock;

· create liens or other encumbrances;

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· enter into transactions with affiliates;

· enter into agreements that restrict dividends or distributions from subsidiaries; and

· merge, consolidate or sell, or otherwise dispose of, substantially all of their assets.

These covenants will be subject to a number of important limitations and exceptions that
are described later in this prospectus supplement under the caption "Description of
Notes--Certain Covenants." If the notes are assigned an investment grade rating by at
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Document Outline

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