8-KOther EventsExhibits & Filings

T-Mobile US, Inc. 8-K Report, Corporate Update (Mar 14, 2013)

Filed March 14, 2013For Securities:TMUSTMUSZTMUSITMUSL

Summary

This 8-K filing from T-Mobile US, Inc. (then referred to as MetroPCS Communications, Inc.) reports on the issuance of Senior Notes by its subsidiary, MetroPCS Wireless, Inc. The company announced the sale of $3.5 billion in aggregate principal amount of senior notes: $1.75 billion of 6.250% Senior Notes due 2021 and $1.75 billion of 6.625% Senior Notes due 2023. This issuance was conducted through a private offering to qualified institutional buyers and offshore transactions, and is scheduled to close on March 19, 2013. The primary purpose of this debt issuance is to provide funding that will be used to repay existing credit facilities, related interest rate protection agreements, and other expenses, contingent upon the successful completion of the previously announced merger between MetroPCS Wireless and T-Mobile USA, Inc. The net proceeds will be held in cash or cash equivalents until the merger closes. Importantly, the notes are subject to special mandatory redemption if the merger is not completed by January 17, 2014, or if the Business Combination Agreement is terminated earlier.

Key Highlights

  • 1MetroPCS Wireless, Inc. is issuing $3.5 billion in aggregate principal amount of Senior Notes.
  • 2The notes consist of $1.75 billion of 6.250% Senior Notes due 2021 and $1.75 billion of 6.625% Senior Notes due 2023.
  • 3The offering is a private placement to qualified institutional buyers (Rule 144A) and offshore transactions (Regulation S).
  • 4Proceeds will be held in cash and cash equivalents, pending the closing of the merger with T-Mobile USA, Inc.
  • 5Upon closing of the T-Mobile merger, proceeds will be used to repay existing senior secured credit facilities, interest rate protection agreements, and related fees/expenses.
  • 6The notes are subject to a special mandatory redemption if the T-Mobile merger is not completed by January 17, 2014, or if the Business Combination Agreement is terminated.
  • 7The offering is scheduled to close on March 19, 2013, subject to customary closing conditions.

Frequently Asked Questions

The primary purpose is to raise capital to repay outstanding amounts under MetroPCS Wireless, Inc.'s existing senior secured credit facility, pay liabilities under related interest rate protection agreements, and cover related fees and expenses, contingent on the successful completion of the merger with T-Mobile USA, Inc.

If the merger with T-Mobile is not consummated by January 17, 2014, or if the Business Combination Agreement is terminated prior to that date, the notes will be subject to a special mandatory redemption. The net proceeds will be held in a segregated account in cash or cash equivalents until the merger closes.

No, these notes were offered in an unregistered private offering to qualified institutional buyers in reliance on Rule 144A and in offshore transactions pursuant to Regulation S. They have not been registered under the Securities Act or state securities laws and may not be publicly offered or sold in the U.S. without registration or an applicable exemption.

The total aggregate principal amount of Senior Notes being issued is $3.5 billion, comprised of $1.75 billion of 6.250% Senior Notes due 2021 and $1.75 billion of 6.625% Senior Notes due 2023.