Obligation T-Mobile US Inc. 6.625% ( US87264AAL98 ) en USD

T-Mobile US Inc.

100 % ⇌

Etas-Unis

US87264AAL98 ( en USD )

6.625% par an ( paiement semestriel )

31/03/2023 - Obligation échue

Prospectus brochure de l'obligation T-Mobile USA Inc US87264AAL98 en USD 6.625%, échue

2 000 USD

1 744 075 000 USD

87264AAL9

BB+ ( Spéculatif )

T-Mobile US Inc. est le deuxième plus grand fournisseur de services de téléphonie mobile aux États-Unis, offrant des services sans fil, des données, et des services de communication fixes à des particuliers et des entreprises.

L'obligation T-Mobile USA Inc. (ISIN : US87264AAL98, CUSIP : 87264AAL9), émise aux États-Unis pour un montant total de 1 744 075 000 USD, avec un taux d'intérêt de 6,625 %, une maturité au 31/03/2023, une fréquence de paiement semestrielle, une taille minimale d'achat de 2 000 USD et notée BB+ par S&P (Moody's : NR), a été remboursée à son échéance à 100%.

424B3
http://www.sec.gov/Archives/edgar/data/1064735/000119312514002193...
424B3 1 d639322d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-192850

PROSPECTUS

OFFER TO EXCHANGE ITS
5.250% Senior Notes due 2018, 6.250% Senior Notes due 2021, and
6.625% Senior Notes due 2023 that have been registered under the Securities Act of 1933, as amended,
for an equal amount of its outstanding
5.250% Senior Notes due 2018, 6.250% Senior Notes due 2021, and
6.625% Senior Notes due 2023, as applicable, that were issued and sold in transactions exempt from
registration under the Securities Act of 1933, as amended

T-Mobile USA Inc., a Delaware corporation ("T-Mobile USA"), hereby offers to exchange, upon the terms and conditions set forth in this prospectus and the
accompanying letter of transmittal, up to $500,000,000 in aggregate principal amount of its 5.250% senior notes due 2018 (the "2018 exchange notes"), $1,750,000,000 in
aggregate principal amount of its 6.250% senior notes due 2021 (the "2021 exchange notes"), and $1,750,000,000 in aggregate principal amount of its 6.625% senior notes
due 2023 (the "2023 exchange notes" and, together with the 2018 exchange notes and the 2021 exchange notes, the "exchange notes") for an equal amount of its outstanding
5.250% senior notes due 2018, 6.250% senior notes due 2021 and 6.625% senior notes due 2023 (collectively, the "original notes"). We refer to the original notes and the
exchange notes, collectively, as the "notes." The original notes are, and the exchange notes will be, jointly and severally guaranteed by T-Mobile USA's corporate parent,
T-Mobile US, Inc. ("Parent"), and all of T-Mobile USA's wholly-owned domestic restricted subsidiaries (excluding certain designated special purpose entities, a reinsurance
subsidiary and immaterial subsidiaries), all of T-Mobile USA's restricted subsidiaries that guarantee certain of its indebtedness and any future subsidiary of Parent that directly or
indirectly owns any of T-Mobile USA's equity interests.
The original notes are, and the exchange notes will be, general, unsubordinated unsecured obligations of T-Mobile USA, and the original notes rank, and the exchange
notes will rank, equally to the other unsubordinated unsecured indebtedness of T-Mobile USA. The original notes are, and the exchange notes will be, effectively subordinated
to the existing and future secured indebtedness of T-Mobile USA to the extent of the value of the assets securing such secured indebtedness and structuraly subordinated to all
indebtedness and obligations of T-Mobile USA's subsidiaries that do not guarantee the original notes or the exchange notes, as the case may be.
The terms of the exchange notes are substantialy identical to the terms of the original notes, except that the exchange notes will generally be freely transferable and do not
contain certain terms with respect to registration rights and liquidated damages. We will issue the exchange notes under the indentures governing the original notes. For a
description of the principal terms of the exchange notes, see "Description of Notes."
The exchange offer will expire at 5:00 p.m., New York City time, on February 4, 2014, unless we extend the offer. At any time prior to the expiration time, you may
withdraw your tender of any original notes; otherwise, such tender is irrevocable. We will receive no cash proceeds from the exchange offer.
The exchange notes constitute a new issue of securities for which there is no established trading market. Any original notes not tendered and accepted in the exchange offer
will remain outstanding. To the extent original notes are tendered and accepted in the exchange offer, your ability to sell untendered, and tendered but unaccepted, original notes
could be adversely affected. Following consummation of the exchange offer, the original notes will continue to be subject to their existing transfer restrictions and we wil
generaly have no further obligations to provide for the registration of the original notes under the Securities Act of 1933, as amended (the "Securities Act"). We cannot
guarantee that an active trading market will develop or give assurances as to the liquidity of the trading market for either the original notes or the exchange notes. We do not
intend to apply for listing of either the original notes or the exchange notes on any exchange or market.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it wil deliver a prospectus in connection with
any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of the exchange notes received in exchange for the original notes where such original notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities. We have agreed that, for a period of 180 days folowing the effective date of the registration statement of which this prospectus
forms a part, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

Investing in the exchange notes involves certain risks. Please read "Risk Factors" beginning on page 13 of this prospectus.
This prospectus and the letter of transmittal are first being delivered to all holders of the original notes on or about January 6, 2014.

1 of 112
1/6/2014 8:48 AM

424B3
http://www.sec.gov/Archives/edgar/data/1064735/000119312514002193...
Neither the Securities and Exchange Commission ( the "SEC"), nor any state securities commission has approved or disapproved of the exchange notes or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is January 6, 2014.
2 of 112
1/6/2014 8:48 AM

424B3
http://www.sec.gov/Archives/edgar/data/1064735/000119312514002193...
Table of Contents
This prospectus incorporates important business and financial information about us that is not included in or delivered with this
prospectus. Documents incorporated by reference are available from us without charge. Any person, including any beneficial owner,
to whom this prospectus is delivered may obtain documents incorporated by reference in, but not delivered with, this prospectus by
requesting them by telephone or in writing at the following address:
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
(425) 378-4000
Attn.: Investor Relations
To obtain timely delivery, you must request these documents no later than five business days before the expiration time
of the exchange offer.
You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized
anyone else to provide you with information different from that contained in this prospectus. We are offering to exchange original
notes for exchange notes only in jurisdictions where such offer is permitted. You should not assume that the information in the
incorporated documents or this prospectus is accurate as of any other date other than the date on the front of these documents.
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 "Issuer" and "T-Mobile USA" refer to T-Mobile USA, Inc. only. The Issuer's corporate parent is T-Mobile
US, Inc., a Delaware corporation, which we refer to in this prospectus as "T-Mobile US" or "Parent." Parent has no operations
separate from its investment in Issuer. Accordingly, unless otherwise noted, all of the business and financial information in this
prospectus, including the factors identified under "Risk Factors" beginning on page 13, is presented for Parent on a consolidated
basis.
No dealer, salesperson or other person has been authorized to give any information or to make any representations other
than those contained or incorporated by reference in this prospectus in connection with the exchange offer, and, if given or
made, such information or representations must not be relied upon as having been authorized by T-Mobile. This prospectus
does not constitute an offer of any securities other than those to which it relates or an offer or a solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this prospectus nor any sale made hereunder shall under any circumstance create an implication that there has
been no change in the affairs of our company since the date hereof of this prospectus.
3 of 112
1/6/2014 8:48 AM

424B3
http://www.sec.gov/Archives/edgar/data/1064735/000119312514002193...
Table of Contents
TABLE OF CONTENTS

Page
Cautionary Note Regarding Forward-Looking Statements
ii
Prospectus Summary
1
Risk Factors
13
Use of Proceeds
29
Ratio of Earnings to Fixed Charges
30
Capitalization
31
Selected Historical Consolidated Financial Data
33
The Exchange Offer
35
Description of Notes
46
Material U.S. Federal Income Tax Considerations
101
Plan of Distribution
102
Where You Can Find More Information
104
Incorporation by Reference
104
Legal Matters
104
Experts
105
4 of 112
1/6/2014 8:48 AM

424B3
http://www.sec.gov/Archives/edgar/data/1064735/000119312514002193...
Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus, the documents incorporated by reference or our other public statements include forward-
looking statements. All 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 following 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.
Forward-looking statements in this prospectus or the documents incorporated by reference speak only as of the date of this
prospectus 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

ii
5 of 112
1/6/2014 8:48 AM

424B3
http://www.sec.gov/Archives/edgar/data/1064735/000119312514002193...
Table of Contents
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 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.

iii
6 of 112
1/6/2014 8:48 AM

424B3
http://www.sec.gov/Archives/edgar/data/1064735/000119312514002193...
Table of Contents
PROSPECTUS SUMMARY
This summary contains basic information about us and this exchange offer. It does not contain all of the information that
you should consider before deciding to participate in the exchange offer. You should carefully read this 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 and in documents incorporated by reference into this prospectus before making
an investment decision.
Our Company
T-Mobile is a national provider of mobile communications services capable of reaching over 280 million 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 well as
mobile broadband and wholesale wireless services. We provided service to approximately 45 million 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 (as amended, the "Business
Combination Agreement"), dated October 3, 2012, by and 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, Inc., formerly a direct wholly-owned subsidiary of
Holding ("T-Mobile USA"), and 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 fully-
diluted shares of common stock of the combined company in exchange for its transfer of all of T-Mobile USA's common stock to
MetroPCS, and MetroPCS's name was changed to T-Mobile US, Inc. 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.
Competitive Strengths
We believe the following 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 September 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 million people in the

United States. As of September 30, 2013, we have an average of approximately 74 MHz of spectrum in the top 100
major metropolitan areas and have an average of

1
7 of 112
1/6/2014 8:48 AM

424B3
http://www.sec.gov/Archives/edgar/data/1064735/000119312514002193...
Table of Contents
approximately 77 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. As of September 30, 2013, our LTE network covered a population of
approximately 200 million people in the United States. We believe the combination of our spectrum position and
advanced network technology will 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 will allow for more robust coverage in buildings and at the edge of coverage areas
and will allow for greater data capacity, which we believe will 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, Dell, Rockwell 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 to reposition T-Mobile and return the Company to growth. Our strategy
focuses on the following elements:

· Un-carrier Value Proposition. We plan to extend our position as the leader in delivering distinctive value for
consumers in all customer segments. We believe the launches of Un-carrier phases 1 and 2 have been successful, as
evidenced by our strong customer growth momentum. Simple Choice plans, launched in March 2013 as phase 1 of our
Un-carrier value proposition, eliminate annual service contracts and provide customers with affordable rate plans
without the complexity of caps and overage charges. Customers on Simple Choice plans can purchase the most popular
smartphones and if qualified, pay for them in affordable interest-free monthly installments. 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 full range of desirable handsets and devices. In July 2013, we
announced phase 2 of our Un-carrier value proposition, JUMP!TM , which enables participating subscribers to upgrade
their eligible handset up to twice a year upon completion of an initial six-month enrollment period. In October 2013,
we unveiled phase 3 of our Un-carrier value proposition, which provides our customers reduced United States to
International calling rates and roaming fees, and free data roaming while traveling abroad in over 100 countries. In
addition, in November 2013, we began to offer the Apple® iPad® Air and iPad® mini.

· Network Modernization. We are currently in the process of rapidly upgrading our network 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 of the launch of 4G LTE allows 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. In October 2013, we announced that we have exceeded our 2013 targets for 4G LTE
network coverage, by delivering 4G LTE to more than 200 million people in 254 metro areas and a goal to deploy
10+10 MHz 4G LTE in 24 of the Top 25 metro areas by year end (and 40 of the Top 50 metro areas).

2
8 of 112
1/6/2014 8:48 AM

424B3
http://www.sec.gov/Archives/edgar/data/1064735/000119312514002193...
Table of Contents
Additionally, the migration of MetroPCS brand legacy CDMA 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 to be complete by the end of 2015.

· Multi-segment Focus. We plan to continue to operate in multiple customer market segments to accelerate growth. The
addition of the flagship MetroPCS brand to the T-Mobile portfolio increased our ability to serve the full breadth of the
wireless market. We expect to continue to accelerate the growth of the MetroPCS brand by expanding into new
geographic regions, through the end of 2013 and continuing through 2014. Recently, we introduced the Simple Choice

value proposition to our prepaid and B2B customers as well, so that prepaid customers and businesses can leverage
the benefits of the Simple Choice plans. Additionally, we expect to continue to expand our wholesale business through
MVNOs and other wholesale relationships where our spectrum depth, available network capacity and 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 and cost savings in areas such as network optimization, customer roaming, customer
service, improved customer collection rates and better management of customer acquisition and retention costs. A
portion of savings have been, and will continue to be, reinvested into customer acquisition programs.
Recent Developments
On October 16, 2013, we completed a secondary public offering of $5.6 billion in aggregate principal amount of senior debt
securities of T-Mobile USA and related guarantees previously owned by Deutsche Telekom, pursuant to an underwriting
agreement among T-Mobile US, T-Mobile USA, certain subsidiaries of T-Mobile USA, Deutsche Telekom and Deutsche Bank
Securities Inc., as representative of the several underwriters. We did not receive any proceeds from this offering.
In October 2013, we purchased 10 MHz of AWS spectrum from U.S. Cellular for $308 million in cash. The spectrum covers
a total of 32 million people in 29 markets. The transaction further enhances our portfolio of nationwide broadband spectrum and
enables the expansion of LTE coverage to new markets.
On November 15, 2013, we entered into an amendment to the TMUS Working Capital Facility (as defined under
"Description of Notes--Certain Definitions") that changed the maximum Debt to Cash Flow Ratio permitted by certain financial
and indebtedness covenants, compliance with which is a condition to borrowing under the TMUS Working Capital Facility. The
amendment sets the maximum Debt to Cash Flow Ratio applicable to these covenants at 5.00 to 1.00 (for fiscal periods ending on
or prior to December 31, 2013), 4.50 to 1.00 (for fiscal periods ending after December 31, 2013 and on or prior to December 31,
2014) and 4.00 to 1.00 (for fiscal periods ending after December 31, 2014).
On November 20, 2013, we completed a public offering of 72,765,000 shares of our common stock, including 6,615,000
shares issued pursuant to the underwriters' option to purchase additional shares, at a price to the public of $25.00 per share (the
"Common Stock Offering"). The Common Stock Offering was made pursuant to an underwriting agreement between T-Mobile, US
and Morgan Stanley & Co. LLC, as representative of the several underwriters. We received approximately $1.8 billion in net
proceeds from the Common Stock Offering.
On November 21, 2013, we completed an offering of $2.0 billion in aggregate principal amount of 6.125% senior notes due
2022 and 6.500% senior notes due 2024 of T-Mobile USA and related guarantees, pursuant to an underwriting agreement among
T-Mobile USA, the guarantors named therein, and J.P. Morgan Securities LLC, as representative of the several underwriters (the
"November 2013 Notes Offering"). We received approximately $2.0 billion in net proceeds from the November 2013 Notes
Offering.

3
9 of 112
1/6/2014 8:48 AM

424B3
http://www.sec.gov/Archives/edgar/data/1064735/000119312514002193...
Table of Contents
Corporate Ownership and Structure
The diagram below illustrates our current ownership and corporate structure:

(1) Intermediate holding companies not shown.
(2) See the definition of "existing senior notes" under "Description of Notes--Certain Definitions."
(3) See the definition of "TMUS Working Capital Facility" under "Description of Notes--Certain Definitions."
(4) Certain subsidiaries of Issuer are not guarantors of the original notes and will not be guarantors of the exchange notes. See
"Description of Notes--The Note Guarantees." As of September 30, 2013, Issuer's subsidiaries that do not guarantee the
notes had approximately $1.0 billion of total assets (excluding receivables due from Issuer and its guarantor subsidiaries)
and $2.3 billion in indebtedness, other liabilities and preferred stock.
Corporate Information
Our corporate headquarters and principal executive offices are located at 12920 SE 38th Street, Bellevue, Washington
98006. Our 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.
This 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 are the property of their respective owners.

4
10 of 112
1/6/2014 8:48 AM