As part of the transaction, T-Mobile used proceeds from a new $16 billion stock offering to purchase its shares from SoftBank

Davis Polk advised the underwriters in connection with a registered offering (the “Common Stock Offering”) by T-Mobile US, Inc. of its common stock resulting in aggregate gross proceeds of approximately $16 billion. T-Mobile used the net proceeds from the transaction to purchase an equivalent amount of T-Mobile common stock from a subsidiary of SoftBank Group Corp.

In addition, Davis Polk advised the several initial purchasers in connection with a Rule 144A offering (the “Mandatory Offering”) by the 2020 Cash Mandatory Exchangeable Trust (the “Trust”) of its 2020 Cash Mandatory Exchangeable Trust Securities (the “Securities”), resulting in aggregate gross proceeds of approximately $2 billion. In connection with the Mandatory Offering, T-Mobile sold 19,417,400 shares to the Trust and repurchased an equivalent amount of shares from SoftBank.

Davis Polk is also advising the dealer managers in connection with T-Mobile’s SEC-registered rights offering (the “Rights Offering” and, together with the Common Stock Offering and Mandatory Offering, the “Offerings”). Pursuant to the Rights Offering, T-Mobile distributed registered, transferable subscription rights to purchase up to 19,750,000 shares of its common stock, which, if fully subscribed, would result in aggregate gross proceeds of approximately $2 billion. T-Mobile will purchase one share of common stock from Softbank for each share purchased from the exercise of the rights.

T-Mobile’s common stock is listed on the Nasdaq Global Select Market under the symbol “TMUS.”

T-Mobile is a wireless communication services provider that delivers wireless services to 68.5 million postpaid and prepaid customers, providing affordable wireless communication services to those customers, as well as a wide selection of wireless devices and accessories. It provides service, devices and accessories across its flagship brands, T-Mobile, Metro by T-Mobile and Sprint, through its owned and operated retail stores, as well as through its website, T-Mobile app and customer care channels. It continues to expand its network and going forward, the network will allow it to continue to deliver new, innovative products and services with the same customer experience and industry-disrupting mentality that has redefined the wireless communication services industry in the United States in the customers’ favor.

The Davis Polk capital markets team included partners Yasin Keshvargar and Richard D. Truesdell Jr. and associates John H. Runne, David D. Kim, Meaghan Kennedy and Amanda Rae Schwarzenbart. The equity derivatives team included partner John M. Brandow and associates Katharine O’Banion and Ben Somogyi. The tax team included partner Lucy W. Farr and associate Yixuan Long. All members of the Davis Polk team are based in the New York office.

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