MetroPCS Mails Letter Urging Stockholders to Vote 'For' Proposed Combination with T-Mobile USA

 MetroPCS Mails Letter Urging Stockholders to Vote 'For' Proposed Combination
                              with T-Mobile USA

PR Newswire

RICHARDSON, Texas, March 12, 2013

RICHARDSON, Texas, March 12, 2013 /PRNewswire/ --MetroPCS Communications,
Inc. (NYSE: PCS; "MetroPCS" or the "Company") today mailed a letter to
stockholders in connection with its proposed combination with T-Mobile USA,
Inc. ("T-Mobile") recommending that stockholders vote 'FOR' the proposed
combination. The letter highlights the significant benefits to MetroPCS'
stockholders of the value maximizing proposed combination and corrects
inaccurate and misleading statements that have been made regarding the
proposed combination.

The full text of the letter follows:

March 12, 2013

Dear Fellow Stockholder:

On April 12, 2013, MetroPCS Communications, Inc. ("MetroPCS") will hold a
Special Meeting of Stockholders to vote on the proposed combination of
MetroPCS with T-Mobile USA, Inc. ("T-Mobile"), which will create the value
leader in the U.S. wireless marketplace. MetroPCS stockholders of record as of
the close of business on March 11, 2013 are entitled to vote at the Special

The MetroPCS board has always been committed to considering strategic options
and pursuing those that drive stockholder value. After a multi-year, thorough
review of MetroPCS' options, with the assistance of independent financial and
legal advisors, the MetroPCS board has unanimously concluded that the proposed
combination with T-Mobile is the best strategic alternative for our
stockholders. The immediate cash payment you will receive and the significant
ownership interest you will hold in the combined company represent a
substantial premium to MetroPCS' stand-alone value, and your meaningful
ownership in the combined company will allow you to participate in the
potential synergies and value created by this combination.


After conducting a thorough, multi-year process, MetroPCS' board of directors
and special committee, with the assistance of their independent financial and
legal advisors, concluded that the proposed combination with T-Mobile was the
best strategic alternative for the Company and its stockholders:

  oCompelling economic terms for MetroPCS' stockholders;
  oAddresses MetroPCS' critical spectrum needs and competitive disadvantages;
  oPermits MetroPCS brand expansion into unserved and underserved major metro
    areas; and
  oImproves the customer value proposition through a stronger, deeper data
    network and a broader, better device line-up.

If the proposed combination is not approved, MetroPCS' stockholders will not
enjoy its compelling benefits, which could lead to a loss of value for
MetroPCS' stockholders.


The proposed combination will provide MetroPCS' stockholders with a $1.5
billion aggregate cash payment, or approximately $4.06 per share (prior to the
reverse stock split that will occur in connection with the closing of the
proposed combination), as well as an approximate 26% ownership stake in the
combined company that allows MetroPCS stockholders to participate in the
expected significant equity upside of the combined company. The proposed
combination maximizes stockholder value as illustrated below:

  oAt 5x 2013 forecasted EBITDA (illustrative):^^[1]

       oThe value for MetroPCS stockholders, including the net present value
         of projected cost synergies,^^[2] represents an approximately
         70%^^[3] - 93%^^[4] premium to the stand-alone MetroPCS value per
         share; and
       oThe stand-alone MetroPCS value per share (after deducting $1.5
         billion in cash reserved for the acquisition of spectrum) represents
         an approximately 19% decline vs. the current MetroPCS share price.^1

  oBased on the five-year discounted cash flow analysis undertaken by the
    MetroPCS special committee's independent financial advisor,^^[5] MetroPCS
    stockholders would receive:

       oApproximately 46% premium vs. a stand-alone MetroPCS value; and
       oApproximately 143% premium vs. the average price target,^^[6]
         assuming the $6-7 billion of net present value^2 projected cost
         synergies ^ are achieved.


We expect MetroPCS stockholders to benefit meaningfully from the combined

  oValue Leadership:The combined company will be well-positioned and have a
    significant presence in the industry's fast-growing prepaid (i.e., no
    annual contract) services space – and offer an outstanding customer
    experience with great customer value and choice;
  oIncreased Size and Scale: The combined company will be well-positioned
    competitively with significant spectrum holdings, deep nationwide network
    coverage and more network capacity;
  oSignificant Synergies: The combined company will benefit from projected
    cost synergies of
    $6-7 billion net present value;^2 and
  oStrong Financial Position: The combined company will have attractive
    growth prospects, financial flexibility and direct capital markets access
    to compete effectively, and a sustainable capital structure and credit
    profile as evidenced by S&P's BB credit rating.


The MetroPCS board and special committee, with the assistance of independent
financial and legal advisors, undertook an extensive, multi-year process to
explore all strategic and financial alternatives – including remaining a
standalone company. During this thorough and robust process, MetroPCS:

  oEngaged in discussions with all major spectrum holders and potential
    strategic parties regarding potential spectrum acquisition and M&A
  oParticipated in significant FCC auctions of spectrum with disappointing
  oWeighed the benefits and risks of the proposed combination against the
    benefits and risks of MetroPCS remaining a stand-alone company; and
  oDetermined that the proposed combination with T-Mobile would deliver the
    highest value to MetroPCS stockholders.


The combined company will be well-capitalized and positioned to compete
effectively with large national carriers as the premier challenger in the U.S.
wireless marketplace. The proposed combination will:

  oAllow the combined company to extend the MetroPCS brand into unserved and
    underserved major metro areas;
  oFacilitate the offering of a broad product portfolio, including Apple
  oGenerate substantial additional growth in the fast-growing no contract
    space; and
  oProvide significant spectrum with a path to at least 20x20 MHz 4G LTE in
    approximately 90% of the top 25 U.S. metro areas by 2014+ for a fast,
    reliable and robust nationwide 4G LTE network.


The combined company will have an attractive growth profile and the financial
flexibility to compete effectively. In addition, the combined company's
capital structure will provide MetroPCS' current stockholders with the
opportunity for significant participation in the attractive equity upside
potential of the combined company. Specifically, the combined company is
expected to have:

  oTarget five-year (from 2012 to 2017) compounded annual growth rates in the
    range of 3% to 5% for revenues, 7% to 10% for EBITDA and 15% to 20% for
    free cash flow;^^[7]
  oTarget EBITDA margins of 34% to 36% at the end of the five-year period
    (from 2012 to 2017); and
  oProjected cost synergies of $6-7 billion net present value,^2 with an
    annual run-rate of
    $1.2-1.5 billion after an integration period.


MetroPCS would like to correct important inaccuracies and misperceptions
regarding the proposed combination:

Misperception #1: Leverage is too high.

  oReality: Leverage is appropriate for the combined company and is in-line
    with peers and MetroPCS' historical average.

       oThe combined company's S&P credit rating of BB is higher than peers
         and MetroPCS; and
       oThe combined company will de-lever organically after 2013 through
         cost savings initiatives, a reduction in capital expenditures and
         post-integration synergies; and
       oInvestor comfort with the combined company's capital structure and
         credit profile is underscored by strong support for the combined
         company's recent senior notes offering as well as the December 2012
         consent solicitation on MetroPCS' existing senior notes.

Misperception #2: The Deutsche Telekom ("DT") debt terms are unreasonable.

  oReality: The debt terms are market-based and represent a favorable deal
    for the combined company.

       oNo market exists for the size of the required $21 billion debt
         commitment – at the time of the deal or today;
       oThe pricing mechanism is designed to reflect market conditions;
       oThe DT debt enables the combined company to avoid significant fees
         and pricing risk at close; and
       oWith DT's financing, the combined company will have a long-lasting
         capital structure in place at close with no near-term maturities and
         significant breathing room.

Misperception #3: The combined company should issue secured debt.

  oReality: Unsecured debt provides the combined company with flexibility for
    the future.

       oSecured debt would limit the combined company's ability to invest and
         compete; and
       oUnsecured debt was a key DT requirement and an important negotiation

Misperception #4: The 26% / 74% ownership split is unfair at multiple parity.

  oReality: A less favorable ownership stake ranging from 17%^3-24%^4 would
    result after appropriate deduction for MetroPCS' $1.5 billion of cash
    reserved for spectrum acquisitions and adjustments to EBITDA, as disclosed
    in the MetroPCS amended definitive proxy statement.

       oCombination with T-Mobile results in significantly more value to
         MetroPCS stockholders vs. stand-alone.

Maximize the Value of Your Investment in MetroPCS – Vote "FOR" the PROPOSED
Combination with T-Mobile on A GREEN Proxy Card

The MetroPCS board unanimously recommends that you vote your shares FOR all of
the proposals relating to the proposed combination with T-Mobile by returning
the GREEN proxy card you will receive shortly with a "FOR" vote for all
proposals.The failure to vote or an abstention has the same effect as a vote
against the proposed combination. Because some of the proposals required to
close the proposed transaction require at least an affirmative vote of a
majority of all outstanding shares, your vote is important.If stockholders do
not approve the proposals related to the proposed combination, there is no
assurance MetroPCS will be able to deliver the same or better stockholder
value in the future.

We urge you to discard any white proxy cards you may receive, as they were
sent by a dissident stockholder. If you previously submitted a white proxy
card, we urge you to cast your vote as instructed on the GREEN proxy card as
soon as you receive it. A vote on the GREEN proxy card will revoke any earlier
dated proxy card that was submitted, including any white proxy card. If you
have questions or need assistance voting your shares, please contact our proxy
solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or call
collect at (212) 929-5500.

On behalf of your board of directors, we thank you for your continued support.

/s/ Roger D. Linquist
Roger D. LinquistChairman of the Board and Chief Executive Officer

If you have any questions or need assistance with voting your GREEN proxy
card, please contact our proxy solicitor, MacKenzie Partners, at the phone
numbers listed below.

105 Madison Avenue
New York, NY 10016
(212) 929-5500 (call collect)
TOLL-FREE (800) 322-2885

About MetroPCS Communications, Inc.

Dallas-based MetroPCS Communications, Inc. (NYSE: PCS) is a provider of no
annual contract, unlimited wireless communications service for a flat-rate.
MetroPCS is the fifth largest facilities-based wireless carrier in the United
States based on number of subscribers served. With Metro USA(SM), MetroPCS
customers can use their service in areas throughout the United States covering
a population of over 280 million people. As of December 31, 2012, MetroPCS had
approximately 8.9 million subscribers. For more information please visit

Additional Information and Where to Find It

This document relates to a proposed transaction between MetroPCS and Deutsche
Telekom. In connection with the proposed transaction, MetroPCS has filed with
the Securities and Exchange Commission (the "SEC") an amended definitive proxy
statement. Security holders are urged to read carefully the amended
definitive proxy statement and all other relevant documents filed with the SEC
or sent to stockholders as they become available because they will contain
important information about the proposed transaction. All documents, when
filed, will be available free of charge at the SEC's website (
You may also obtain these documents by contacting MetroPCS' Investor Relations
department at 214-570-4641, or via e-mail at
This communication does not constitute a solicitation of any vote or approval.

Participants in the Solicitation

MetroPCS and its directors and executive officers will be deemed to be
participants in any solicitation of proxies in connection with the proposed
transaction. Information about MetroPCS' directors and executive officers is
available in MetroPCS' annual report on Form 10-K, filed with the SEC on March
1, 2013. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the amended definitive proxy
statement and other relevant materials filed with the SEC regarding the
proposed transaction. Investors should read the amended definitive proxy
statement when it is filed carefully before making any voting or investment

Cautionary Statement Regarding Forward-Looking Statements

This document includes "forward-looking statements" for the purpose of the
"safe harbor" provisions within the meaning of the Private Securities
Litigation Reform Act of 1995, as amended. Any statements made in this
document that are not statements of historical fact, and statements about our
beliefs, opinions, projections, strategies, and expectations, are
forward-looking statements and should be evaluated as such. These
forward-looking statements often include words such as "anticipate," "expect,"
"suggests," "plan," "believe," "intend," "estimates," "targets," "views,"
"projects," "should," "would," "could," "may," "become," "forecast," and other
similar expressions. These forward-looking statements include, among others,
statements about the benefits of the proposed combination, the prospects,
value and value creation capability of the combined company, compelling terms
and nature of the proposed combination, future expansion of the MetroPCS brand
into new areas, whether metro areas are unserved or underserved, benefits to
MetroPCS customers, value of the proposed combination to MetroPCS
stockholders, future MetroPCS stock prices, expected growth in the no contract
space, customer perceptions of the combined company's service, projected cost
synergies and the combined company's ability to achieve them, forecasts of
combined company revenues, EBITDA, and FCF, projected 5-year CAGRs, ability of
the combined company to compete, MetroPCS' ability to acquire spectrum, the
combined company's spectrum position, the combined company's competitive
position, impact of the proposed combination on LTE roll-out and benefits of
LTE network, MetroPCS' projected upgrade rate, projected financing costs,
ability of the combined company to deleverage over time, ability and rates of
financing available in the market, and other statements regarding the combined
company's strategies, prospects, projected results, plans, or future

All forward-looking statements involve significant risks and uncertainties
that could cause actual results to differ materially from those in the
forward-looking statements, many of which are generally outside the control of
MetroPCS, Deutsche Telekom and T-Mobile and are difficult to predict. Examples
of such risks and uncertainties include, but are not limited to, the
possibility that the proposed transaction is delayed or does not close,
including due to the failure to receive the required stockholder approvals or
required regulatory approvals, the taking of governmental action (including
the passage of legislation) to block the proposed transaction, the failure to
satisfy other closing conditions, the possibility that the expected synergies
will not be realized, or will not be realized within the expected time period,
the significant capital commitments of MetroPCS and T-Mobile, global economic
conditions, fluctuations in exchange rates, competitive actions taken by other
companies, natural disasters, difficulties in integrating the two companies,
disruption from the transaction making it more difficult to maintain business
and operational relationships, actions taken or conditions imposed by
governmental or other regulatory authorities and the exposure to litigation.
Additional factors that could cause results to differ materially from those
described in the forward-looking statements can be found in MetroPCS' annual
report on Form 10-K, filed March 1, 2013, and other filings with the SEC
available at the SEC's website ( The results for any prior
period may not be indicative of results for any future period.

The forward-looking statements speak only as to the date made, are based on
current assumptions and expectations, and are subject to the factors above,
among others, and involve risks, uncertainties and assumptions, many of which
are beyond our ability to control or ability to predict. You should not place
undue reliance on these forward-looking statements. MetroPCS, Deutsche Telekom
and T-Mobile do not undertake a duty to update any forward-looking statement
to reflect events after the date of this document, except as required by law.


[1] The premium is calculated based on EBITDA multiples used by P. Schoenfeld
Asset Management LP (PSAM) and Paulson & Co. Inc. (Paulson) and applied to
combined company EBITDA for 2013, which forecasts are set forth in MetroPCS'
amended definitive proxy statement. The stock price is the closing price on
the NYSE of $10.50 on March 11, 2013.

[2] Net present value calculated with 9% discount rate and 38% tax rate.
Synergies are preliminary projections and subject to change.

[3] EBITDA is based on T-Mobile management forecasted combined company EBITDA
for 2013, which forecasts are set forth in MetroPCS' amended definitive proxy

[4] EBITDA is based on MetroPCS management forecasted combined company EBITDA
for 2013, which forecasts are set forth in MetroPCS' amended definitive proxy

[5] Based on the analysis conducted by the financial advisor to the special
committee of MetroPCS' board of directors, as included in MetroPCS' amended
definitive proxy statement.

[6] Calculated based on the average target prices of publicly available
research analyst reports for MetroPCS published on or after July 25, 2012 that
were available to the financial advisor to the special committee of the
MetroPCS board of directors as of October 2, 2012, which were referenced by
the financial advisor to the special committee of MetroPCS' board of
directors, as included in the amended definitive proxy statement.

[7] Free Cash Flow defined as EBITDA less Capital Expenditure (excluding
spectrum spend).

Investor Relations Contacts:
Keith Terreri, Vice President - Finance & Treasurer
Jim Mathias, Director - Investor Relations

SOURCE MetroPCS Communications, Inc.
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