T-Mobile US and T-Mobile USA Announce Completion of Exchange Offers for Array Digital Infrastructure Debt Securities
T-Mobile US, Inc. (NASDAQ: TMUS) and its wholly-owned subsidiary, T-Mobile USA, Inc., have announced the final results of their previously disclosed exchange offers (the “Exchange Offers”) and consent solicitations (the “Consent Solicitations”) relating to certain outstanding senior notes issued by Array Digital Infrastructure, Inc. (formerly United States Cellular Corporation). The Exchange Offers were launched as part of the Securities Purchase Agreement announced on May 28, 2024, under which T-Mobile agreed to acquire specific assets from Array.
The Exchange Offers involved four series of Array’s senior notes, with holders exchanging their existing securities for newly issued senior notes from T-Mobile USA. The transactions included:
- Array’s 6.700% Senior Notes due 2033 (Old Array 2033 Notes): Exchanged for new 6.700% Senior Notes due 2033 issued by T-Mobile USA (New 2033 Notes).
- Array’s 6.250% Senior Notes due 2069 (Old Array 2069 Notes): Exchanged for new 6.250% Senior Notes due 2069 issued by T-Mobile USA (New 2069 Notes).
- Array’s 5.500% Senior Notes due March 2070 (Old Array March 2070 Notes): Exchanged for new 5.500% Senior Notes due March 2070 issued by T-Mobile USA (New March 2070 Notes).
- Array’s 5.500% Senior Notes due June 2070 (Old Array June 2070 Notes): Exchanged for new 5.500% Senior Notes due June 2070 issued by T-Mobile USA (New June 2070 Notes).
Collectively, these new securities are referred to as the “New T-Mobile Notes.” The Exchange Offers were conducted in accordance with the terms and conditions outlined in the Prospectus, as defined in the Registration Statement filed with the Securities and Exchange Commission (SEC).
In conjunction with the Exchange Offers, T-Mobile also solicited consents from holders of the Old Array Notes to amend the indentures governing the securities. These amendments aimed to modify or eliminate certain notice requirements and restrictive covenants. As previously announced on June 16, 2025, T-Mobile successfully obtained valid consents from holders representing at least a majority of the outstanding aggregate principal amount for each series of the Old Array Notes.
The Exchange Offers and Consent Solicitations expired on August 1, 2025, at 5:00 p.m., New York City time (the “Expiration Date”). Below is a summary of the final results, including the aggregate principal amounts tendered, accepted for exchange, and the corresponding cash payments and new notes issued:
| Series of Old Array Notes | CUSIP/ISIN | Principal Outstanding ($mm) | Principal Tendered & Accepted ($) | Cash Paid for Early Consent Fee ($) | Principal of New T-Mobile Notes Issued ($) |
|---|---|---|---|---|---|
| Old Array 2033 Notes | 911684AD0/US911684AD06 | $544 | $488,941,000 | $487,219.00 | $488,860,000 |
| Old Array 2069 Notes | 911684702/US9116847024 | $500 | $394,177,750 | $371,004.23 | $393,481,525 |
| Old Array March 2070 Notes | 911684801/US9116848014 | $500 | $401,502,000 | $378,044.65 | $400,797,075 |
| Old Array June 2070 Notes | 911684884/US9116848840 | $500 | $395,450,250 | $372,259.88 | $394,753,475 |
The Early Consent Fee was paid only to holders who validly tendered their Old Array Notes prior to the Early Participation Date and did not withdraw them. T-Mobile and T-Mobile USA did not receive any cash proceeds from the Exchange Offers.
Settlement of the Exchange Offers and Consent Solicitations is expected to occur on or about August 5, 2025. D.F. King & Co., Inc. served as the information agent and exchange agent for the transaction, while Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC acted as dealer managers. For inquiries, holders can contact D.F. King & Co., Inc. at (888) 605-1958 (U.S. toll-free) or (212) 269-5550, or reach out to the dealer managers directly.
Key Details and Legal Considerations
The Exchange Offers and Consent Solicitations were made solely pursuant to a Registration Statement on Form S-4 and the related Prospectus filed with the SEC. This press release serves as an informational update and does not constitute an offer to buy or sell securities. The Exchange Offers were not extended to jurisdictions where such offers would be prohibited by law.
By completing this transaction, T-Mobile US and T-Mobile USA have taken a significant step in restructuring Array Digital Infrastructure’s debt obligations while strengthening their financial position. The issuance of the New T-Mobile Notes ensures continuity for bondholders while aligning with T-Mobile’s strategic objectives in managing acquired assets.
This announcement underscores T-Mobile’s commitment to executing complex financial transactions efficiently and transparently, reinforcing its reputation as a leader in the telecommunications industry. With the settlement date approaching, stakeholders can anticipate further updates as the process reaches its conclusion.
About the Company
T-Mobile US, Inc. is America’s supercharged Un-carrier, delivering an advanced 4G LTE and transformative nationwide 5G network that will offer reliable connectivity for all. T-Mobile’s customers benefit from its unmatched combination of value and quality, unwavering obsession with offering them the best possible service experience and undisputable drive for disruption that creates competition and innovation in wireless and beyond. Based in Bellevue, Wash., T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile, Metro by T-Mobile and Mint Mobile.
