T-Mobile adds 1 month to USCC note Exchange Offers, terms unchanged
Rhea-AI Filing Summary
On July 2, 2025, T-Mobile US, Inc. (NASDAQ: TMUS) filed a Form 8-K disclosing that it and its wholly-owned subsidiary, T-Mobile USA, Inc., have extended the expiration date of their Exchange Offers and related Consent Solicitations for all outstanding senior notes of United States Cellular Corporation (USCC). The offers, originally scheduled to expire at 5:00 p.m. ET on July 1, 2025, will now expire at 5:00 p.m. ET on August 1, 2025, unless further extended or terminated. No other terms of the Exchange Offers have been changed.
The Exchange Offers were first launched on May 23, 2025 and are being conducted under an effective Registration Statement on Form S-4 (No. 333-287414). They form an integral part of the Securities Purchase Agreement dated May 24, 2024, under which T-Mobile intends to acquire substantially all of USCC’s wireless operations and select spectrum assets. Exhibit 99.1 contains the press release announcing the extension; no additional financial statements were filed.
Key takeaways for investors:
- The one-month extension modestly lengthens the transaction timeline but does not affect pricing, consideration, or covenants.
- No incremental financial data, guidance changes, or regulatory concerns were disclosed in the filing.
- The Exchange Offers remain critical to closing the USCC asset purchase, but management signals the process is continuing without material revision.
Overall, the event is operational rather than financial in nature and is expected to have a neutral near-term impact on TMUS equity or debt valuation unless additional delays occur.
Positive
- None.
Negative
- Extension could indicate slower-than-anticipated noteholder participation, introducing modest execution risk if additional delays become necessary.
Insights
TL;DR – Extension adds 1-month to USCC note exchange; fundamentals unchanged, impact neutral.
The filing merely shifts the Exchange Offer deadline from July 1 to August 1, giving noteholders more time to tender. There is no change to coupon, maturity, or aggregate principal sought. From a credit perspective, TMUS’s leverage target and funding mix remain intact; liquidity is unaffected. Equity holders should view the move as an administrative adjustment tied to acquisition logistics rather than a sign of integration risk. Unless the deadline is pushed again, I assign a neutral impact.
TL;DR – Timeline slippage is minor; deal mechanics and strategic rationale stand.
The USCC spectrum and subscriber acquisition hinges on successful consent solicitations. Extending the window is common when buy-side advisors gauge slower noteholder uptake. Importantly, TMUS did not revise economic terms, suggesting confidence in eventual participation. Regulatory approvals and the purchase agreement remain on track. Unless follow-on extensions emerge, I see no material threat to deal closure. Stakeholders should monitor tender levels, but strategic upside of the transaction continues to outweigh this procedural delay.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 8.01 – Other Events.
On July 2, 2025, T-Mobile US, Inc. (the “Company”), together with T-Mobile USA, Inc., its wholly-owned subsidiary (“T-Mobile USA”), issued a press release announcing the extension of the Exchange Offers and Consent Solicitations (as defined below). The Exchange Offers and Consent Solicitations, which were previously scheduled to expire at 5:00 p.m., New York City time, on July 1, 2025, will now expire at 5:00 p.m., New York City time, on August 1, 2025, unless earlier terminated or extended by the Company and T-Mobile USA (such date and time, including any extension, the “Expiration Date”). Except for the extension of the Expiration Date, all other terms of the Exchange Offers and Consent Solicitations remain in full force and effect. A copy of this press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
As previously disclosed, on May 23, 2025, the Company announced that it, together with T-Mobile USA, had commenced offers to exchange any and all of certain outstanding senior notes of United States Cellular Corporation, a Delaware corporation (“USCC”) and solicitation of consents to amend the indentures governing such notes (the “Exchange Offers and Consent Solicitations”) in furtherance of the Securities Purchase Agreement, dated as of May 24, 2024, by and among the Company, USCC, Telephone and Data Systems, Inc. and USCC Wireless Holdings, LLC, pursuant to which, among other things, the Company will acquire substantially all of USCC’s wireless operations and select spectrum assets. See the Company’s Current Report on Form 8-K dated June 16, 2025 for more information about the Exchange Offers and Consent Solicitations.
This Current Report on Form 8-K does not constitute an offer to exchange or a solicitation of an offer to exchange the outstanding senior notes of USCC for new senior notes issued by T-Mobile USA. The Exchange Offers are being made only pursuant to the Company’s and T-Mobile USA’s Registration Statement on Form S-4 (No. 333-287414) filed with the Securities and Exchange Commission (the “Commission”) on May 20, 2025 and declared effective on May 22, 2025 and the related prospectus, dated May 23, 2025, as filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, and only to such persons and in such jurisdictions as is permitted under applicable law.
Item 9.01 - Financial Statements and Exhibits
The following exhibits are provided as part of this Current Report on Form 8-K:
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press release, dated July 2, 2025, entitled “T-Mobile US, Inc. and T-Mobile USA, Inc. Announce Extension of Exchange Offers and Consent Solicitations for Certain of United States Cellular Corporation’s Outstanding Debt Securities” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| T-MOBILE US, INC. | ||||||
| July 2, 2025 | /s/ Peter Osvaldik | |||||
| Peter Osvaldik Executive Vice President and Chief Financial Officer | ||||||
FAQ
Why did T-Mobile (TMUS) file an 8-K on July 2, 2025?
What is the new expiration date for T-Mobile’s Exchange Offers?
Do the terms of the Exchange Offers change with the extension?
Is the USCC acquisition by T-Mobile still proceeding?
Does the filing include any new financial statements or earnings data?
