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TMUS > SEC Filings for TMUS > Form 8-K on 14-Mar-2013All Recent SEC Filings




Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.

On March 8, 2013 MetroPCS Communications, Inc. (the "Company") announced that MetroPCS Wireless, Inc. ("Wireless"), its indirect wholly-owned subsidiary, had agreed to sell $1,750,000,000 aggregate principal amount of its 6.250% Senior Notes due 2021 and $1,750,000,000 aggregate principal amount of its 6.625% Senior Notes due 2023 (collectively, the "Notes") in an unregistered private offering to certain initial purchasers (the "Offering"). The Offering is scheduled to close on March 19, 2013, subject to satisfaction of customary closing conditions. Wireless will deposit the net proceeds of the sale of the Notes into a segregated account and keep such net proceeds on hand at all times in cash or cash equivalents. If Wireless' merger with T-Mobile USA, Inc. ("T-Mobile") is consummated (the "T-Mobile Transaction"), Wireless intends to use the net proceeds from 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 to use the remainder for general corporate purposes. The Notes will be subject to a special mandatory redemption in the event Wireless' merger with T-Mobile is not consummated on or before January 17, 2014, or in the event the Business Combination Agreement in connection with the T-Mobile Transaction (the "Business Combination Agreement") is terminated prior to such time.

The Notes were offered 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 except under an effective registration statement or an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

A copy of the press release announcing the Offering is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


99.1           -    Press Release, dated March 8, 2013, entitled "MetroPCS
                    Communications, Inc. Agrees to Sell $1,750,000,000 6.250%
                    Senior Notes Due 2021 and $1,750,000,000 6.625% Senior Notes
                    Due 2023"

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