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T-Mobile Says Rights Offering Over-Subscribed Based On Preliminary Results

BELLEVUE, Wash.--(BUSINESS WIRE)-- T-Mobile US, Inc. (NASDAQ:TMUS) (“T-Mobile”) today announced the preliminary results of its highly successful, over-subscribed rights offering following the expiration of

Benzinga · -

BELLEVUE, Wash.--(BUSINESS WIRE)-- T-Mobile US, Inc. (NASDAQ:TMUS) (“T-Mobile”) today announced the preliminary results of its highly successful, over-subscribed rights offering following the expiration of the subscription period at 5:00 p.m., Eastern Time, on July 27, 2020 (the “expiration date”). Pursuant to the rights offering, subscribers will purchase an aggregate of 19,750,000 shares of common stock. The rights offering is being executed in connection with SoftBank Group Corp.’s (“SoftBank”) monetization of its shareholding in T-Mobile’s common stock as disclosed in SoftBank’s Schedule 13D/A filed on June 15, 2020. According to American Stock Transfer & Trust Company, LLC, the subscription agent for the rights offering, as of the expiration date, 209,367,374 basic subscription rights were exercised to purchase an aggregate of 10,467,992 shares of common stock (excluding fractional shares), and 18,132,455 additional shares of common stock were subscribed for under the over-subscription right, subject to proration. In addition, 148,925,284 basic subscription rights were exercised to purchase an aggregate of 7,446,256 shares of common stock (excluding fractional shares), subject to guaranteed delivery, and 20,961,808 additional shares of common stock were subscribed for pursuant to the oversubscription right subject to guaranteed delivery and proration. The shares of common stock were purchased at the subscription price of $103.00 per whole share. T-Mobile expects the subscription agent to distribute the shares of common stock and the proceeds from the rights offering on or about August 5, 2020.

The results of the rights offering, including the allocation of shares to be issued in the rights offering, are preliminary and subject to change pending the expiration of the guaranteed delivery period under the rights offering and finalization of subscription procedures by the subscription agent. T-Mobile expects to issue a press release on or about August 5, 2020 to announce the final results of the rights offering.

T-Mobile will use the net proceeds that it receives from the exercise of the subscription rights issued in the rights offering to repurchase an equivalent amount of issued and outstanding shares of T-Mobile common stock from a subsidiary of SoftBank. Consequently, the rights offering will not involve gain or loss to T-Mobile and will not affect the number of outstanding shares of T-Mobile common stock or T-Mobile’s capitalization.

If a holder did not exercise its subscription rights prior to the expiration date, such rights have expired and are void and have no value, and such rights will not affect the number of shares of T-Mobile common stock held by such holder.

A shelf registration statement on Form S-3 relating to the rights, shares of common stock and other securities was previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective on June 22, 2020. A prospectus relating to the rights offering was filed with the SEC on June 24, 2020 and is available on the SEC’s website.