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TMUS > SEC Filings for TMUS > Form 8-K/A on 8-May-2013All Recent SEC Filings

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


8-May-2013

Completion of Acquisition or Disposition of Assets, Financial Statements and


Item 2.01 - Completion of Acquisition or Disposition of Assets
As disclosed on its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2013 (the "Closing Date 8-K"), on April 30, 2013, T-Mobile US, Inc., formerly known as MetroPCS Communications, Inc. (the "Company") completed the 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 direct wholly-owned subsidiary of T-Mobile Holding ("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, the Business Combination will be accounted for as a reverse acquisition in conformity with accounting principles generally accepted in the United States of America and T-Mobile USA is deemed to be the accounting acquirer in the Business Combination.

Filed as an exhibit hereto are certain historical financial statements of T-Mobile USA, Inc. as of and for the three years ended December 31, 2012 together with 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.



Item 9.01 - Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired The audited consolidated financial statements of T-Mobile USA, Inc. as of and for the three years ended December 31, 2012, together with 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, are hereby filed as Exhibit 99.1.
(b) Pro Forma Financial Information The Company intends to file the unaudited pro forma condensed combined financial statements giving effect to the Business Combination and related transactions, and notes related thereto, required by Item 9.01(b) of Form 8-K within the time period specified in the instructions to Item 9.01 of Form 8-K.
(d) Exhibits:
Exhibit   Description
23.1      Consent of PricewaterhouseCoopers LLP.
99.1      Audited consolidated financial statements of T-Mobile USA, Inc. as of
          and for the three years ended December 31, 2012, together with
          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.

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