M&A - ADstruc, Inc.

Form Type: S-4

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525122855

Filing Summary: On May 20, 2025, T-Mobile US, Inc. filed a registration statement for an exchange offer and consent solicitation regarding the outstanding notes of United States Cellular Corporation (USCC). This exchange involves the refinancing of four series of USCC notes into new T-Mobile notes guaranteed on an unsecured basis by various subsidiaries of T-Mobile USA, including ADstruc, LLC. The exchange offer aims to simplify the debt structure as T-Mobile prepares to close an acquisition anticipated by mid-2025. Key timelines include a withdrawal deadline on June 13, 2025, and an expiration date on July 1, 2025. Early participation incentives are outlined for bondholders who take action before the respective deadlines, with detailed payment structures provided for those who participate. The document emphasizes the conditional nature of the exchange offers, linked to the successful completion of the acquisition, underscoring that significant regulatory approvals are still pending.

Form Type: DRS

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000095012325003264

Filing Summary: ADstruc, LLC, a Delaware entity, is listed as a co-registrant involved in a transaction related to the exchange of various outstanding notes of United States Cellular Corporation (USCC) for new notes issued by T-Mobile USA, Inc. This prospectus outlines the details for the exchange offers and solicits consents for amendments to the relevant indentures. The offering intends to exchange all validly tendered notes from specified series, with early participation incentives and cash compensation tied to consent solicitations. There’s an expectation for the exchange offers to be settled soon after the Expiration Date, contingent on regulatory approvals and customary closure conditions for the proposed acquisition. Various risk factors have also been noted regarding this exchange offer and future actions, including the potential for USCC to redeem unexchanged notes in the future.