8-KMaterial AgreementsOther EventsExhibits & Filings

T-Mobile US, Inc. 8-K Report, Material Agreement (Jun 11, 2007)

Filed June 11, 2007For Securities:TMUSTMUSZTMUSITMUSL

Summary

MetroPCS Communications, Inc., through its subsidiary MetroPCS Wireless, Inc. (Wireless), has entered into a Registration Rights Agreement with Bear, Stearns & Co. Inc. and Guarantors related to its 91/4% Senior Notes due 2014. This agreement pertains to an additional $400 million principal amount of these notes (the "Additional Notes") issued in a private offering. Wireless has committed to amending its existing exchange offer registration statement to include these Additional Notes, aiming for effectiveness by November 12, 2007, or to pursue a shelf registration if the exchange offer is not feasible. Failure to meet these registration obligations could result in liquidated damages payable by Wireless and the Guarantors. The company has successfully consummated the sale of these Additional Notes, raising approximately $421.1 million in net proceeds intended for general corporate purposes, including potential participation in the upcoming 700 MHz spectrum auction.

Key Highlights

  • 1MetroPCS Wireless, Inc. entered into a Registration Rights Agreement concerning $400 million of 91/4% Senior Notes due 2014.
  • 2The agreement ensures the Additional Notes will be registered for resale or included in an exchange offer.
  • 3Wireless must amend its existing registration statement to include the Additional Notes within 120 days.
  • 4A deadline of November 12, 2007, is set for the registration statement to become effective.
  • 5Liquidated damages may be incurred by Wireless and Guarantors if registration obligations are not met.
  • 6The company sold the Additional Notes for approximately $421.1 million in net proceeds.
  • 7Proceeds are designated for general corporate purposes, potentially including 700 MHz spectrum auction participation.

Frequently Asked Questions

The Registration Rights Agreement ensures that the holders of the newly issued $400 million of 91/4% Senior Notes due 2014 (Additional Notes) will have their securities registered for resale or be able to participate in an exchange offer, thereby making them freely tradable.

If MetroPCS Wireless, Inc. fails to file the necessary amendments, have the registration statement declared effective, or consummate the exchange offer (or file an alternative shelf registration), it may be required to pay specified liquidated damages to the noteholders. Registration expenses will be borne by Wireless and the Guarantors.

MetroPCS Wireless, Inc. consummated the sale of the Additional Notes, raising approximately $421.1 million in net proceeds. These funds are intended for general corporate purposes, with a specific mention of potentially financing participation in the upcoming FCC 700 MHz spectrum auction.

The key parties are MetroPCS Wireless, Inc. (the issuer and subsidiary), the Guarantors (who provide guarantees for the notes), and Bear, Stearns & Co. Inc. (the Initial Purchaser).