Exhibit 99.2
FORM OF LETTER TO CLIENTS OF NOMINEE HOLDERS
T-MOBILE US, INC.
T-MOBILE US, INC.
19,750,000 Shares of Common Stock
Offered Pursuant to Rights Distributed to Record Stockholders of
T-Mobile US, Inc.
T-Mobile US, Inc.
June 26, 2020
To Our Clients:
Enclosed for your consideration is the Company’s Prospectus Supplement, dated June 23, 2020 (together with the accompanying prospectus, the “Prospectus”), and the “Instructions for Use of T-Mobile US, Inc. Subscription Rights Certificates” relating to the offering (the “rights offering”) by T-Mobile US, Inc., a Delaware corporation (the “Company”) of shares of common stock of the Company, par value $0.00001 per share (the “common stock”), pursuant to transferable subscription rights (the “rights”) distributed to all holders of record of shares of the common stock at 5:00 p.m., Eastern Time, on June 25, 2020 (the “record date”). The rights are described in the Prospectus.
In the rights offering, the Company is offering an aggregate of 19,750,000 shares of common stock pursuant to the Prospectus. The rights will expire, if not exercised, by 5:00 p.m., Eastern Time, on July 27, 2020 (the “expiration date”), unless extended by the Company. If you do not exercise your rights at or before the expiration date of this rights offering, your unexercised rights will be null and void and will have no value.
Please note that since you hold your shares in the name of a broker, dealer, or other nominee who uses the services of the Depository Trust Company, you must exercise your rights before 5:00 p.m., Eastern Time, on the expiration date.
As described in the accompanying Prospectus, you will receive one right for each share of common stock carried by us in your account as of the record date.
Each right will allow the holder thereof to subscribe for 0.05 shares of common stock (the “basic subscription right”) at the subscription price of $103.00 per share (the “subscription price”). As an example, if you owned 1,000 shares of common stock as of the record date, you would receive 1,000 rights pursuant to your basic subscription right, and you would have the right to purchase 50 shares of common stock in the rights offering pursuant to your basic subscription right. See “The Rights Offering—The Rights” in the Prospectus.
In addition, rights holders who fully exercise their basic subscription right will be entitled to subscribe for additional shares of common stock that remain unsubscribed as a result of any unexercised basic subscription rights (the “over-subscription right”). The over-subscription right allows a rights holder to subscribe for additional shares of common stock at the subscription price per share on a pro rata basis if any shares are not purchased by other holders of subscription rights under their basic subscription rights as of the expiration date. “Pro rata” means in proportion to the number of shares of common stock that you and the other rights holders have subscribed for under the over-subscription right. The over-subscription right does not apply to the subscription rights that are being waived, not exercised or otherwise permitted to lapse by each of SoftBank, Deutsche Telekom and Marcelo Claure. In other words, you will not receive pro rata over-subscription rights with respect to the shares of common stock that would have been allocated to SoftBank, Deutsche Telekom and Marcelo Claure if they had not agreed to waive the exercise and transfer of their subscription rights. See “The Rights Offering—Participation by Deutsche Telekom, SoftBank and Marcelo Claure” in the Prospectus.
A holder may exercise such holder’s over-subscription right only if such holder exercised its basic subscription right in full and other holders of rights do not exercise their basic subscription rights in full. If there are not enough shares of common stock to satisfy all subscriptions made under the over-subscription right, the Company will allocate the remaining shares of common stock pro rata, after eliminating all fractional shares, among those over-subscribing rights holders. For purposes of determining if a holder has fully exercised its basic subscription right, the Company will consider only the basic subscription right held by such holder in the same capacity. See “The Rights Offering—Basic Subscription Rights and Over-Subscription Rights” in the Prospectus.
The rights are evidenced by rights certificates (the “subscription rights certificates”).