Issuer Free Writing Prospectus filed pursuant to Rule 433

supplementing the Preliminary Prospectus Supplement dated October 8, 2013

Registration No. 333-189425

October 8, 2013

Pricing Term Sheet

T-MOBILE USA, INC.

$1,250,000,000 6.464% Senior Notes due 2019

$1,250,000,000 6.542% Senior Notes due 2020

$1,250,000,000 6.633% Senior Notes due 2021

$1,250,000,000 6.731% Senior Notes due 2022

$600,000,000 6.836% Senior Notes due 2023

Pricing Supplement, dated October 8, 2013, to Preliminary Prospectus Supplement, dated October 8, 2013, of T-Mobile USA, Inc. This Pricing Supplement is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement only to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Capitalized terms used in this Pricing Supplement but not defined herein have the meanings given them in the Preliminary Prospectus Supplement.

Additional Notes Offered

In addition to the offered notes described in the Preliminary Prospectus Supplement, the selling noteholder is offering up to $1,250,000,000 of T-Mobile USA’s 6.542% Senior Notes due 2020 (the “6.542% senior notes”) and $1,250,000,000 of T-Mobile USA’s 6.731% Senior Notes due 2022 (the “6.731% senior notes”). As a result, the total amount of Deutsche Telekom Notes being offered by the selling noteholder is $5,600,000,000, and the amounts and percentages on page S-72 (Selling Noteholder) and S-78 (Underwriting) of the Preliminary Prospectus Supplement, and all other amounts and calculations in the Preliminary Prospectus Supplement relating to the principal amount and series of Deutsche Telekom Notes being offered, are hereby adjusted accordingly. For a description of the 6.542% senior notes and the 6.731% senior notes offered hereby, see “Description of Certain Indebtedness and Certain Lease Obligations” beginning on page S-67 of the Preliminary Prospectus Supplement and the “Description of the Notes” beginning on page 15 of the accompanying prospectus.

Terms Applicable to 6.464% Senior Notes due 2019

 

Issuer		T-Mobile USA, Inc.
Title of Security		6.464% Senior Notes due 2019 (the “6.464% senior notes”)
Aggregate Principal Amount Offered by Selling Noteholder		$1,250,000,000
Maturity		April 28, 2019
Coupon		6.464%
Public Offering Price		102.000% of principal amount, plus accrued interest from July 28, 2013
Yield to Maturity		6.033%
Spread to Treasury		+ 441 bps
Benchmark		UST 1.250% due April 30, 2019
Gross Proceeds to Selling Noteholder before Expenses		$1,275,000,000

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Optional Redemption:
		On or after the following dates at the following redemption prices plus accrued and unpaid interest, if any, to, but not including the date of, the redemption date:
		Year		Percentage
		April 28, 2015			103.232	%
		April 28, 2016			101.616	%
		April 28, 2017 and thereafter			100.000	%
Make-whole call		Prior to April 28, 2015 at a discount rate of Treasury plus 50 bps
Optional redemption with equity proceeds		At any time prior to April 28, 2016, up to 35% of the 6.464% senior notes outstanding may be redeemed at 106.464% plus accrued and unpaid interest, if any, to, but not including, the redemption date.
Change of Control Triggering Event		101%, plus accrued and unpaid interest, if any to, but not including, the date of payment.
CUSIP/ISIN Numbers		CUSIP: 87264AAC9   ISIN: US 87264AAC99

Terms Applicable to 6.542% Senior Notes due 2020

 

Issuer		T-Mobile USA, Inc.
Title of Security		6.542% Senior Notes due 2020 (the “6.542% senior notes”)
Aggregate Principal Amount Offered by Selling Noteholder		$1,250,000,000
Maturity		April 28, 2020
Coupon		6.542%
Public Offering Price		100.000% of principal amount, plus accrued interest from July 28, 2013
Yield to Maturity		6.541%
Spread to Treasury		+ 460 bps
Benchmark		UST 1.125% due April 30, 2020
Gross Proceeds to Selling Noteholder before Expenses		$1,250,000,000

 

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Optional Redemption:
		On or after the following dates at the following redemption prices plus accrued and unpaid interest, if any, to, but not including the date of, the redemption date:
		Year		Percentage
		April 28, 2016			103.271	%
		April 28, 2017			101.636	%
		April 28, 2018 and thereafter			100.000	%
Make-whole call		Prior to April 28, 2016 at a discount rate of Treasury plus 50 bps
Optional redemption with equity proceeds		At any time prior to April 28, 2016, up to 35% of the 6.542% senior notes outstanding may be redeemed at 106.542% plus accrued and unpaid interest, if any, to, but not including, the redemption date.
Change of Control Triggering Event		101%, plus accrued and unpaid interest, if any to, but not including, the date of payment.
CUSIP/ISIN Numbers		CUSIP: 87264AAF2   ISIN: US 87264AAF21

Terms Applicable to 6.633% Senior Notes due 2021

 

Issuer		T-Mobile USA, Inc.
Title of Security		6.633% Senior Notes due 2021 (the “6.633% senior notes”)
Aggregate Principal Amount Offered by Selling Noteholder		$1,250,000,000
Maturity		April 28, 2021
Coupon		6.633%
Public Offering Price		100.000% of principal amount, plus accrued interest from July 28, 2013
Yield to Maturity		6.632%
Spread to Treasury		+ 447 bps
Benchmark		UST 3.125% due May 15, 2021
Gross Proceeds to Selling Noteholder before Expenses		$1,250,000,000
Optional Redemption:
		On or after the following dates at the following redemption prices plus accrued and unpaid interest, if any, to, but not including the date of, the redemption date:
		Year		Percentage
		April 28, 2017			103.317	%
		April 28, 2018			101.658	%
		April 28, 2019 and thereafter			100.000	%

 

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Make-whole call		Prior to April 28, 2017 at a discount rate of Treasury plus 50 bps
Optional redemption with equity proceeds		At any time prior to April 28, 2016, up to 35% of the 6.633% senior notes outstanding may be redeemed at 106.633% plus accrued and unpaid interest, if any, to, but not including, the redemption date.
Change of Control Triggering Event		101%, plus accrued and unpaid interest, if any to, but not including, the date of payment.
CUSIP/ISIN Numbers		CUSIP: 87264AAD7   ISIN: US87264AAD72

Terms Applicable to 6.731% Senior Notes due 2022

 

Issuer		T-Mobile USA, Inc.
Title of Security		6.731% Senior Notes due 2022 (the “6.731% senior notes”)
Aggregate Principal Amount Offered by Selling Noteholder		$1,250,000,000
Maturity		April 28, 2022
Coupon		6.731%
Public Offering Price		99.000% of principal amount, plus accrued interest from July 28, 2013
Yield to Maturity		6.887%
Spread to Treasury		+ 444 bps
Benchmark		UST 1.750% due May 15, 2022
Gross Proceeds to Selling Noteholder before Expenses		$1,237,500,000
Optional Redemption:
		On or after the following dates at the following redemption prices plus accrued and unpaid interest, if any, to, but not including the date of, the redemption date:
		Year		Percentage
		April 28, 2017			103.366	%
		April 28, 2018			102.244	%
		April 28, 2019			101.122	%
		April 28, 2020 and thereafter			100.000	%
Make-whole call		Prior to April 28, 2017 at a discount rate of Treasury plus 50 bps
Optional redemption with equity proceeds		At any time prior to April 28, 2016, up to 35% of the 6.731% senior notes outstanding may be redeemed at 106.731% plus accrued and unpaid interest, if any, to, but not including, the redemption date.
Change of Control Triggering Event		101%, plus accrued and unpaid interest, if any to, but not including, the date of payment.
CUSIP/ISIN Numbers		CUSIP: 87264AAG0   ISIN: US87264AAG04

 

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Terms Applicable to 6.836% Senior Notes due 2023

 

Issuer		T-Mobile USA, Inc.
Title of Security		6.836% Senior Notes due 2023 (the “6.836% senior notes”)
Aggregate Principal Amount Offered by Selling Noteholder		$600,000,000
Maturity		April 28, 2023
Coupon		6.836%
Public Offering Price		98.000% of principal amount, plus accrued interest from July 28, 2013
Yield to Maturity		7.128%
Spread to Treasury		+ 450 bps
Benchmark		UST 1.750% due May 15, 2023
Gross Proceeds to Selling Noteholder before Expenses		$588,000,000
Optional Redemption:
		On or after the following dates at the following redemption prices plus accrued and unpaid interest, if any, to, but not including the date of, the redemption date:
		Year		Percentage
		April 28, 2018			103.418	%
		April 28, 2019			102.279	%
		April 28, 2020			101.139	%
		April 28, 2021 and thereafter			100.000	%
Make-whole call		Prior to April 28, 2018 at a discount rate of Treasury plus 50 bps
Optional redemption with equity proceeds		At any time prior to April 28, 2016, up to 35% of the 6.836% senior notes outstanding may be redeemed at 106.836% plus accrued and unpaid interest, if any, to, but not including, the redemption date.
Change of Control Triggering Event		101%, plus accrued and unpaid interest, if any to, but not including, the date of payment.
CUSIP/ISIN Numbers		CUSIP: 87264AAE5   ISIN: US87264AAE55

Terms Applicable to All Notes

 

Interest Payment Dates		January 28 and July 28. The next interest payment date will be January 28, 2014
Use of Proceeds		The selling noteholder (Deutsche Telekom AG) will receive all of the proceeds from the sale of the Notes.
Trade Date		October 8, 2013
Settlement Date		T+5; (October 16, 2013)

 

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		Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to October 10, 2013 will be required, by virtue of the fact that the Notes initially will settle T+5 (on October 16, 2013) to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes who wish to trade Notes prior to October 10, 2013 should consult their own advisors.
Denominations		$2,000 and integral multiples of $1,000
Form of Offering		SEC Registered (Registration No. 333-189425)
Joint Book-Running Managers		Deutsche Bank Securities Inc.
		Citigroup Global Markets Inc.
		Credit Suisse Securities (USA) LLC   Goldman, Sachs & Co.   J.P. Morgan Securities LLC   Morgan Stanley & Co. LLC

 

The Issuer has filed a registration statement (Registration No. 333-189425) (including a Preliminary Prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus in that registration statement, the related Preliminary Prospectus Supplement and other documents the issuer has filed with the SEC, including those incorporated by reference into the Preliminary Prospectus and Preliminary Prospectus Supplement, for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, the underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus and related Preliminary Prospectus Supplement if you request it by contacting Deutsche Bank Securities Inc. at Attention: Prospectus Department, at 60 Wall Street, New York, New York 10005-2836, by e-mail at prospectus.cpdg@db.com, or by telephone at (800) 503-4611.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers and other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.

 

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