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 8-May-2013All Recent SEC Filings

Show all filings for T-MOBILE US, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for T-MOBILE US, INC.


8-May-2013

Other Events, Financial Statements and Exhibits


Item 8.01 - Other Events
As disclosed on the Current Report on Form 8-K filed by T-Mobile US, Inc. (the "Company") with the Securities and Exchange Commission on May 2, 2013 (the "Closing Date 8-K"), on April 30, 2013, the Company completed certain transactions contemplated under the Business Combination Agreement dated as of October 3, 2012, among MetroPCS Communications, Inc., Deutsche Telekom AG ("Deutsche Telekom"), T-Mobile Global Zwischenholding GmbH ("Global"), a wholly-owned subsidiary of Deutsche Telekom, T-Mobile Holding GmbH, a wholly-owned subsidiary of Global, and T-Mobile USA, Inc., formerly a wholly-owned subsidiary of Global ("T-Mobile USA"), as amended by Amendment No. 1 to the Business Combination Agreement dated April 14, 2013 (as so amended, the "Business Combination Agreement").

As more particularly described in the Closing Date 8-K, pursuant to the Business Combination Agreement, MetroPCS Communications, Inc. effected a recapitalization that included a reverse stock split of its outstanding shares of common stock, as a result of which each share of MetroPCS Communications, Inc. common stock outstanding as of the effective time of the reverse stock split represents one-half of one share of common stock, and a cash payment in the aggregate amount of $1.5 billion to the holders of record of its common stock immediately after the effective time of the reverse stock split. In addition, MetroPCS Communications, Inc. acquired all the outstanding shares of T-Mobile USA from Global in consideration for the issuance of new shares of common stock, as a result of which Deutsche Telekom became the beneficial owner of shares representing approximately 74% of MetroPCS Communication, Inc.'s fully-diluted shares outstanding immediately following the cash payment and T-Mobile USA became a wholly-owned subsidiary of MetroPCS Communications, Inc. Further, on May 1, 2013, MetroPCS, Inc., a direct wholly-owned subsidiary of MetroPCS Communications, Inc., merged with and into MetroPCS Wireless, Inc, an indirect wholly-owned subsidiary of MetroPCS Communications, Inc. ("Wireless"), with Wireless continuing as the surviving entity, and immediately thereafter, Wireless merged with and into T-Mobile USA, with T-Mobile USA continuing as the surviving entity. In connection with these transactions, which we refer to collectively as the Business Combination, the Company's name was changed from MetroPCS Communications, Inc. to T-Mobile US, Inc. Although the Company was the legal acquirer of T-Mobile USA, the Business Combination will be accounted for as a reverse acquisition under United States generally accepted accounting principles and T-Mobile USA is deemed to be the accounting acquirer in the Business Combination. Consequently, after the consummation of the Business Combination, T-Mobile USA's historical financial statements became the Company's financial statements for financial reporting purposes.

The Company is hereby filing as Exhibit 99.1 hereto the unaudited condensed consolidated interim financial statements of T-Mobile USA as of and for the three months ended March 31, 2013 and 2012, Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Financial, Credit, Market and Liquidity Risk for the related periods.

The Company is hereby filing as Exhibit 99.2 hereto the Risk Factors for the combined company T-Mobile US, Inc.



Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits:
Exhibit   Description
99.1      Unaudited condensed consolidated interim financial statements of
          T-Mobile USA, Inc. as of and for the three months ended March 31, 2013
          and 2012, Management's Discussion and Analysis of Financial Condition
          and Results of Operations and Quantitative and Qualitative Disclosures
          About Financial, Credit, Market and Liquidity Risk for the related
          periods.
99.2      T-Mobile US, Inc. Combined Company Risk Factors.

  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.