T-Mobile yesterday announced the commencement of the public securities transactions described below, subject to market and other factors, in connection with SoftBank’s monetization of a portion of its shareholding in T-Mobile. For every share of common stock sold by T-Mobile in the public securities transactions, T-Mobile has agreed to repurchase one share of common stock from a subsidiary of SoftBank at a price per share equivalent to that received by T-Mobile in its sales. Consequently, the public securities transactions 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.
- T-Mobile announced the commencement of a registered public offering of 133,548,303 shares of its common stock (the “Public Equity Offering”). T-Mobile intends to grant the underwriters of the Public Equity Offering the option to purchase up to an additional 10,016,123 shares of its common stock.
- T-Mobile announced the expected distribution, on June 26, 2020, on a pro rata basis to the record holders of T-Mobile’s common stock as of 5:00 p.m., Eastern Time, on June 25, 2020 (the “Record Date”), of registered, transferable subscription rights (“Rights”) to purchase 0.05 shares of our common stock for up to 19,750,000 shares of T-Mobile’s common stock (the “Rights Offering” and, together with the Public Equity Offering, the “Public Offerings”). These rights would entitle the holders thereof, other than Deutsche Telekom, SoftBank and Marcelo Claure and their affiliates (who have agreed to waive their ability to exercise or transfer Rights), to subscribe for our common stock at the per-share price to the public in the Public Equity Offering. As the Record Date is expected to be prior to the closing date of the Public Equity Offering, none of the investors who purchase shares in the Public Equity Offering will receive Rights. The rights are expected to be listed, and trading is expected to commence, on the NASDAQ Global Select Market effective June 24, 2020.
In addition, today T-Mobile announced its intention to sell up to 30,000,000 shares of its common stock to a Delaware statutory trust (the “Trust”) and the intention of the Trust to offer its cash mandatory exchangeable trust securities (the “Trust Securities”) in a private offering exempt from registration under the Securities Act (the “Private Offering” and, together with the Public Offerings, the “Offerings”).
The Offerings are being executed in connection with SoftBank Group Corp.’s (“SoftBank”) monetization of its shareholding in T-Mobile’s common stock as disclosed in their Schedule 13D/A filed on June 15, 2020.