Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
TMUS > SEC Filings for TMUS > Form 8-K on 22-Mar-2013All Recent SEC Filings

Show all filings for METROPCS COMMUNICATIONS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for METROPCS COMMUNICATIONS INC


22-Mar-2013

Entry into a Material Definitive Agreement, Creation of a Direct Fina


Item 1.01. Entry Into a Material Definitive Agreement.

Indenture

On March 19, 2013, MetroPCS Wireless, Inc. ("Wireless"), an indirect, wholly-owned subsidiary of MetroPCS Communications, Inc. (the "Company"), issued $1,750,000,000 principal amount of its 6.250% Senior Notes due 2021 (the "2021 Notes"), and $1,750,000,000 principal amount of its 6.625% Senior Notes due 2023 (the "2023 Notes", and, together with the 2021 Notes, the "Notes") pursuant to an Indenture (the "Base Indenture"), dated as of March 19, 2013, among Wireless, the Company, MetroPCS, Inc., all of Wireless' direct and indirect subsidiaries and Deutsche Bank Trust Company Americas, as trustee, as amended and supplemented with respect to the 2021 Notes by the First Supplemental Indenture, dated as of March 19, 2013 (the "First Supplemental Indenture"), among Wireless, the Company, MetroPCS, Inc., all of Wireless' direct and indirect subsidiaries, and Deutsche Bank Trust Company Americas, as trustee, and as amended and supplemented with respect to the 2023 Notes by the Second Supplemental Indenture, dated as of March 19, 2013 (the "Second Supplemental Indenture"), among Wireless, the Company, MetroPCS, Inc., all of Wireless' direct and indirect subsidiaries and Deutsche Bank Trust Company Americas, as trustee (the Base Indenture, as so amended and supplemented with respect to the 2021 Notes and the 2023 Notes, the "Indenture"). The 2021 Notes will bear interest at a rate of 6.250% per year, payable semiannually in arrears on April 1 and October 1, commencing on October 1, 2013. The 2021 Notes mature on April 1, 2021. The 2023 Notes will bear interest at a rate of 6.625% per year, payable semiannually in arrears on April 1 and October 1, commencing on October 1, 2013. The 2023 Notes mature on April 1, 2023. The Notes are guaranteed on a senior unsecured basis by the Company, MetroPCS, Inc. (a Delaware corporation which is a wholly-owned direct subsidiary of the Company and which owns all of the capital stock of Wireless) and all of Wireless' current and future direct and indirect subsidiaries (the "Guarantors"). The Notes and the guarantees will be Wireless' and the Guarantors' senior unsecured obligations and will rank pari passu in right of payment to all of Wireless' and the Guarantors' existing and future indebtedness and other liabilities that are not by their terms subordinated in right of payment to the Notes, and will rank senior in right of payment to any future indebtedness of Wireless or any Guarantor that provides by its terms that it is subordinated in right of payment to the Notes and the guarantees. The Notes and the guarantees will be effectively subordinated to all of Wireless' and the Guarantors' existing and future secured indebtedness to the extent of the assets securing such indebtedness, including Wireless' existing senior secured credit facility, and will be structurally subordinated to all of the liabilities and preferred stock of any of Wireless' subsidiaries that do not guarantee the Notes.

If Wireless' proposed merger with T-Mobile USA, Inc. ("T-Mobile") in connection with that certain Business Combination Agreement, dated October 3, 2012, by and between, among others, the Company and Deutsche Telekom AG (the "Business Combination Agreement") has not been consummated on or before 11:59 p.m., New York City time on January 17, 2014, or if the Business Combination Agreement is terminated prior to that time, all of the Notes of each series will be subject to a special mandatory redemption. Accordingly, Wireless is required to keep the net proceeds of the Notes offering in a segregated account and keep such net proceeds on hand in cash or cash equivalents pending the consummation of the proposed merger. The special mandatory redemption price for each series of Notes is (i) if the special mandatory redemption occurs on or prior to September 30, 2013, 100% of the principal amount of the Notes if the special mandatory redemption occurs and (ii) if the special mandatory redemption occurs after September 30, 2013, 101% of the principal amount of the Notes if the special mandatory redemption occurs, in each case plus accrued and unpaid interest to, but not including, the redemption date. If the proposed merger is consummated, the Notes will be assumed by, and become the obligations of, T-Mobile, as the surviving corporation resulting from its merger with Wireless. Wireless intends to use the net proceeds of the sale of the Notes to repay the outstanding amounts owed under its existing senior secured credit facility, to pay liabilities under related interest rate protection agreements


and to pay related fees and expenses, and the remainder of which Wireless intends to use for general corporate purposes, if its proposed merger with T-Mobile pursuant to the Business Combination Agreement is consummated. The Notes will thereafter be guaranteed by the Company, T-Mobile's wholly-owned domestic restricted subsidiaries (excluding certain designated special purpose entities, a certain reinsurance subsidiary and immaterial subsidiaries), all of T-Mobile's restricted subsidiaries that guarantee certain of its indebtedness, and any future subsidiary of the Company that directly or indirectly owns any equity interests of T-Mobile.

If Wireless experiences specific kinds of changes of control (other than in connection with its proposed merger with T-Mobile pursuant to the Business Combination Agreement) as set forth in the Indenture and any such change of control is accompanied or followed by rating downgrades during a specified period of time after the change of control, each holder of the Notes may require Wireless to repurchase all or a portion of the Notes so held at a price equal to 101% of the principal amount of such Notes, plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of repurchase.

The Indenture contains covenants that, among other things, restrict the ability of Wireless and its direct and indirect subsidiaries who are Guarantors to, among other things, incur more debt, pay dividends and make distributions, make certain investments, repurchase stock, create liens or other encumbrances, enter into transactions with affiliates, enter into agreements that restrict dividends or distributions from subsidiaries, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets. These limitations are subject to a number of important qualifications and exceptions.

The Indenture contains customary Events of Default (as defined in the Indenture), including:

default for 30 days in the payment when due of interest (including Additional Interest (as defined in the Indenture)) on the Notes of a series;

default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes of a series;

failure by Wireless to comply with its other obligations under the . . .



Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 of this report is also responsive to Item 2.03 of this report and is incorporated herein by reference.



Item 8.01 Other Events.

On March 19, 2013, Wireless completed the sale of the Notes to the Initial Purchasers, pursuant to a Purchase Agreement, dated March 8, 2013, by and among Wireless, the Guarantors, T-Mobile, certain subsidiaries of T-Mobile party thereto, and Deutsche Bank Securities, as Representative of the Initial Purchasers (the "Purchase Agreement"). The sale resulted in net proceeds of approximately $3.47 billion to Wireless, which Wireless intends to use to repay the outstanding amounts owed under its existing senior secured credit facility, to pay liabilities under related interest rate protection agreements and to pay related fees and expenses, and the remainder of which Wireless intends to use for general corporate purposes, if its proposed merger with T-Mobile pursuant to the Business Combination Agreement is consummated.

On March 22, 2013, the Company issued a press release announcing the completion of the sale of the Notes. A copy of this press release is attached as Exhibit 99.1 hereto.


The Notes were offered and sold only to qualified institutional buyers in reliance on Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT
NUMBER           DESCRIPTION

 4.1        -    Indenture, dated as of March 19, 2013, by and among MetroPCS
                 Wireless, Inc., the Guarantors (as defined therein) and Deutsche
                 Bank Trust Company Americas, as trustee.

 4.2        -    First Supplemental Indenture, dated as of March 19, 2013, by and
                 among MetroPCS Wireless, Inc., the Guarantors (as defined therein)
                 and Deutsche Bank Trust Company Americas, as trustee.

 4.3        -    Form of 6.250% Senior Notes due 2021.

 4.4        -    Second Supplemental Indenture, dated as of March 19, 2013, by and
                 among MetroPCS Wireless, Inc., the Guarantors (as defined therein)
                 and Deutsche Bank Trust Company Americas, as trustee.

 4.5        -    Form of 6.625% Senior Notes due 2023.

10.1        -    Registration Rights Agreement, dated as of March 19, 2013, by and
                 among MetroPCS Wireless, Inc., the Initial Guarantors (as defined
                 therein), and Deutsche Bank Securities, as representative of the
                 Initial Purchasers (as defined therein).

99.1        -    Press Release, dated March 22, 2013, entitled "MetroPCS
                 Communications, Inc. Completes Sale of $1,750,000,000 6.250% Senior
                 Notes Due 2021 and $1,750,000,000 6.625% Senior Notes Due 2023".


  Add TMUS to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for TMUS - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.