8-KOther EventsExhibits & Filings

T-Mobile US, Inc. 8-K Report, Corporate Update (May 30, 2007)

Filed May 30, 2007For Securities:TMUSTMUSZTMUSITMUSL

Summary

On May 30, 2007, MetroPCS Communications, Inc. (acting through its subsidiary MetroPCS Wireless, Inc.) announced its intention to offer up to $300 million in aggregate principal amount of 91/4% Senior Notes due 2014. This offering is being conducted as a private placement, with proceeds expected to be used for general corporate purposes. A significant potential use of these funds includes financing the acquisition of additional spectrum in the upcoming Federal Communications Commission (FCC) 700 MHz auction. The Notes will be issued under the same indenture as previously issued $1.0 billion of 91/4% Senior Notes due 2014. The offering is targeted towards qualified institutional buyers under Rule 144A and offshore transactions under Regulation S, indicating that these securities are not being offered to the general public and are subject to specific exemptions from registration requirements.

Key Highlights

  • 1MetroPCS Wireless, Inc. plans to issue up to $300 million in 91/4% Senior Notes due 2014.
  • 2The offering is structured as a private placement, not a public offering.
  • 3Proceeds are intended for general corporate purposes.
  • 4A key intended use of proceeds is to finance participation in the FCC's 700 MHz spectrum auction.
  • 5The Notes will be governed by the same indenture as previously issued notes of the same series.
  • 6The offering is restricted to Qualified Institutional Buyers (Rule 144A) and offshore transactions (Regulation S).

Frequently Asked Questions

The primary purpose is for general corporate purposes. However, a significant stated intention is to finance the potential acquisition of additional spectrum in the upcoming FCC 700 MHz auction, which is a crucial strategic move for a wireless carrier.

The notes are being offered and sold only to qualified institutional buyers in reliance on Rule 144A and in offshore transactions pursuant to Regulation S. This means they are not available to the general public.

No, the notes have not been registered under the Securities Act of 1933 or any state securities laws. They can only be offered or sold under an applicable exemption from registration requirements.

Yes, the new notes will be issued pursuant to the existing indenture that governs the $1.0 billion principal amount of 91/4% Senior Notes due 2014 previously issued by Wireless. This suggests they will be fungible or governed by the same terms and conditions.