Obligation T-Mobile US 6.125% ( US87264AAH86 ) en USD

T-Mobile US

100 % ⇌

Etas-Unis

US87264AAH86 ( en USD )

6.125% par an ( paiement semestriel )

15/01/2022 - Obligation échue

Prospectus brochure de l'obligation T-Mobile USA US87264AAH86 en USD 6.125%, échue

2 000 USD

1 000 000 000 USD

87264AAH8

NR

N/A

T-Mobile US est le deuxième plus grand fournisseur de services de téléphonie mobile aux États-Unis, offrant des services sans fil, y compris des plans de téléphonie mobile, d'Internet mobile et de télévision par câble, à des clients résidentiels et commerciaux.

L'Obligation émise par T-Mobile US ( Etas-Unis ) , en USD, avec le code ISIN US87264AAH86, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2022
L'Obligation émise par T-Mobile US ( Etas-Unis ) , en USD, avec le code ISIN US87264AAH86, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Filed pursuant to Rule 424(b)(5)
Registration No. 333-192178

Maximum
aggregate offering
Amount of
Title of each class of securities offered

price
registration fee (1)
6.125% Senior Notes due 2022
$1,000,000,000
$128,800
6.500% Senior Notes due 2024
$1,000,000,000
$128,800

(1) The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 7, 2013)

T-Mobile USA, Inc. (the "Issuer") is offering $1,000,000,000 aggregate principal amount of its 6.125% Senior Notes due 2022 (the "2022 notes") and $1,000,000,000
aggregate principal amount of its 6.500% Senior Notes due 2024 (the "2024 notes," and together with the 2022 notes, the "notes," and each a "series" of notes).
The 2022 notes will bear interest at a rate of 6.125% per year and mature on January 15, 2022. The 2024 notes will bear interest at a rate of 6.500% per year and
mature on January 15, 2024. The Issuer will pay interest on each series of notes on each January 15 and July 15, commencing July 15, 2014.
The notes of each series will be redeemable, in whole or in part, at any time on or after January 15, 2018 (in the case of the 2022 notes) or January 15, 2019 (in the
case of the 2024 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 35% of the aggregate principal amount of each series of notes prior to January 15, 2017 with the net
cash proceeds from certain equity offerings. The Issuer also may redeem each series of notes prior to the dates 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 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 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 al 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
guarantees, including the Issuer's existing senior notes, 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 al
of the Issuer's and the guarantors' existing and future secured indebtedness, 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-16 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 2024 note
Public Offering Price

100%

100%

Total

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

$
998,750,000
$
998,750,000

(1) Before expenses. The underwriting discount for each series is 0.125% of the principal amount thereof resulting in total underwriting discounts of
(i) $1,250,000 for the 2022 notes and (ii) $1,250,000 for the 2024 notes, for an aggregate total underwriting discount of $2,500,000.
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
November 21, 2013 through the facilities of The Depository Trust Company.
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Joint Book-Running Managers

J.P. Morgan

Credit Suisse

Deutsche Bank Securities

Citigroup

Goldman, Sachs & Co.

RBC Capital Markets

RBS
The date of this prospectus supplement is November 18, 2013.
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Prospectus supplement

About this prospectus supplement
S-iii

Cautionary note regarding forward-looking statements
S-v

Summary
S-1

Risk factors
S-16

Use of proceeds
S-36

Capitalization
S-37

Unaudited pro forma condensed combined financial information
S-39

Selected historical consolidated financial data
S-51

Business
S-53

Management
S-61

Description of other indebtedness and certain lease obligations
S-70

Description of notes
S-75

Certain U.S. federal income tax considerations
S-139
Underwriting
S-144
Legal matters
S-147
Experts
S-147
Where you can find more information
S-147
Information incorporated by reference
S-148
Prospectus

About this prospectus
1

About us
2

Risk factors
4

Where you can find more information
5

Information incorporated by reference
5

Cautionary note regarding forward-looking statements
6

Use of proceeds
8

Ratio of earnings to fixed charges
9

Description of debt securities and guarantees of debt securities
10

Description of capital stock
12

Selling securityholders
19

Plan of distribution
20

Legal matters
22

Experts
22

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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 sel 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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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 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 careful y 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 T-Mobile
USA, Inc. ("T-Mobile USA"). 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-16 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. Al trademarks,

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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.

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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. 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 generally 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 or acquire new spectrum licenses;

· 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.

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Additional information concerning these and other risk factors is contained in the section titled "Risk Factors" in this
prospectus supplement.
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 More
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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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-16 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
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,
wholesale and business (B2B) consumers.
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 45 mil ion
customers through our nationwide network as of September 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 transactions contemplated by the Business Combination Agreement (the "Business
Combination Agreement"), dated October 3, 2012, by and among Deutsche Telekom AG ("Deutsche Telekom"),
T-Mobile Global Zwischenholding GmbH, a direct whol y-owned subsidiary of Deutsche Telekom ("Global"), T-Mobile
Global Holding GmbH, a direct wholly-owned subsidiary of Global ("Holding"), T-Mobile USA, Inc., formerly a direct
wholly-owned subsidiary of Holding ("T-Mobile USA"), and T-Mobile US, Inc. (formerly known as MetroPCS
Communications, Inc. ("MetroPCS")) were consummated. We refer to the transactions contemplated by the Business
Combination Agreement collectively as the Business Combination Transaction.
Under the terms of the Business Combination Agreement, 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 T-Mobile USA as the accounting acquirer. Accordingly, T-Mobile USA's
historical financial statements became the historical financial statements of the combined company.

S-1
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