MetroPCS Amends Agreement to Combine with T-Mobile USA
Amendment Further Enhances Value for Stockholders
Board Recommends Stockholders Vote FOR the Proposed Combination
RICHARDSON, Texas, April 15, 2013
RICHARDSON, Texas, April 15, 2013 /PRNewswire/ --MetroPCS Communications,
Inc. (NYSE: PCS; "MetroPCS" or the "Company") today announced that the
MetroPCS board of directors unanimously approved, and the Company has entered
into, an amendment, which amends certain terms of the business combination
agreement, dated October 3, 2012 (as previously amended, "the business
combination agreement"), with, among others, Deutsche Telekom AG ("DT"), to
combine MetroPCS with T-Mobile USA ("T-Mobile") (the "amendment" and the
business combination agreement as amended by the amendment, the "revised
The MetroPCS Board of Directors unanimously believes that the amendment
significantly improves the value of the proposed combination for MetroPCS
stockholders and that the proposed combination is in the best interest of all
MetroPCS stockholders. The MetroPCS board unanimously recommends that
MetroPCS stockholders vote their shares "FOR" all proposals relating to the
proposed combination with T-Mobile.
Under the revised agreement, MetroPCS stockholders will continue to receive an
immediate $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 all MetroPCS stockholders to
participate in the expected significant equity upside of the combined
The amended terms of the proposed combination include:
oReducing combined company debt issued to DT by $3.8 billion: The principal
amount of debt issued to DT by T-Mobile, pursuant to the business
combination agreement, has been lowered by $3.8 billion to $11.2 billion.
This reduction meaningfully lowers the amount of the combined company's
debt, creates additional financial flexibility and significantly increases
the combined company's equity value.
oLowering the interest rate on combined company debt issued to DT: DT has
agreed to lower the interest rate on the T-Mobile debt issued to DT
pursuant to the business combination agreement by 50 basis points. This
lower rate, which takes into account the new capital structure of the
combined company, the improved capital markets environment in recent
months and the interest rate level of MetroPCS' $3.5 billion of bonds
priced in March 2013, will reduce the combined company's interest burden
and increase free cash flow. If the DT Notes were priced on Friday, April
12, 2013, the interest rate would have been approximately 6.3%.
oExtending the lock-up period for DT-owned stock: The lock-up period during
which DT is prohibited from publicly selling shares in the combined
company following the closing of the transaction has been extended from 6
to 18 months, subject to certain exceptions.
In aggregate, these revised terms reflect an approximately $3 per share
increase in equity value for PCS equity holders. The revised terms reflect
a 122 - 134% premium to MetroPCS' stand-alone value, an improvement of 38%
compared to the initial terms announced on October 3, 2012.
"We are pleased to offer even more value to MetroPCS stockholders through the
amendment of certain terms of our proposed combination with T-Mobile," said
Roger D. Linquist, Chairman and Chief Executive Officer of MetroPCS. "We look
forward to achieving the significant benefits inherent in the proposed
combination on behalf of our stockholders, employees, customers and partners.
We share DT's commitment to the successful completion of the combination and
look forward to creating the value leader in the U.S. wireless marketplace."
The relevant U.S. authorities have already approved the combination of
MetroPCS and T-Mobile. These approvals are unaffected by the improved offer.
The proposed combination can close promptly upon MetroPCS stockholder
As previously announced, in light of the amendment, MetroPCS has rescheduled
its Special Meeting of stockholders to vote on matters relating to the
proposed combination of MetroPCS with T-Mobile to April 24, 2013. The record
date for the Special Meeting has not changed, and MetroPCS stockholders of
record as of the close of business on March 11, 2013, are entitled to vote at
the Special Meeting.
Valid proxies that have already been submitted prior to the originally
scheduled April 12, 2013 Special Meeting will continue to be valid unless
properly changed or revoked prior to the vote being taken at the rescheduled
MetroPCS stockholders that previously voted against the proposed combination
may still change their vote, and the MetroPCS board encourages stockholders to
do so. A later-dated vote cast via the Internet, by telephone or a
later-dated signed proxy card voting "FOR" the proposed combination on the
GREEN proxy card, or a vote at the meeting, will cancel any previous vote,
including any votes cast on the white proxy card. For MetroPCS stockholders
that previously voted "FOR" the proposed combination on the GREEN proxy card,
those votes will still be counted at the Special Meeting and no additional
action is required. MetroPCS stockholders that previously voted on a white
proxy card should recast their vote on a GREEN proxy card.
Stockholders who have not voted are strongly encouraged to do so prior to
11:59 p.m. Eastern Time on April 23, 2013. MetroPCS asks that stockholders
please vote "FOR" the proposals by telephone, Internet, mail or in person
according to the instructions on the GREEN proxy card, and below.
oTelephone. Call toll free: 1-800-PROXIES (1-800-776-9437) in the United
States or 1-718-921-8500 from foreign countries. Stockholders must have
their control number in hand. Follow the instructions provided.
oInternet. Log onto the website: www.voteproxy.com. Stockholders must have
their control number in hand. Follow the instructions provided.
oMail. To vote your shares, please sign, date and return the enclosed GREEN
oIn person. For stockholders who wish to vote in person, the MetroPCS
Special Meeting of stockholders will be held on April 24, 2013, at 8:00
a.m. local time, at the Eisemann Center located at 2351 Performance Drive,
Richardson, Texas 75082.
The failure to vote or an abstention has the same effect as a vote against the
proposed combination. Because some of the proposals required as a condition
to close the proposed combination require at least an affirmative vote of a
majority of all outstanding shares, every vote is important. If the proposed
combination is not approved, there can be no assurance that MetroPCS will be
able to deliver the same or better stockholder value as a stand-alone wireless
company in the future.
If stockholders have any questions or need assistance with voting their GREEN
proxy card, please contact the Company's 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 and a supplement to the amended definitive proxy statement.
Security holders are urged to read carefully the amended definitive proxy
statement, the supplement 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 are, and
when filed will be, available free of charge at the SEC's website
(www.sec.gov). You may also obtain these documents by contacting MetroPCS'
Investor Relations department at 214-570-4641, or via e-mail at
firstname.lastname@example.org. 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 carefully before making any voting or investment decisions.
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 amendment, the
revised terms of the proposed combination, the prospects, value and value
creation capability of the combined company and MetroPCS on a stand-alone
basis, the combined company's financial flexibility, future free cash flows of
the combined company, projected valuation and valuation modeling, the value
created by the amendment, the positioning of the combined company and MetroPCS
stand-alone versus its competitors, compelling terms and nature of the
proposed combination, value of the proposed combination to MetroPCS
stockholders, future MetroPCS stock prices, projected financing costs and
terms, the projected future interest rates, credit ratings and fees associated
with financing, the success of the combined company, compliance, and other
statements regarding the combined company's strategies, prospects, projected
results, plans, or future performance.
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,
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 (www.sec.gov). The
results for any prior period may not be indicative of results for any future
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.
 Based on the sum of (1) 26% of $3.8 billion combined company debt
reduction and 370 million MetroPCS shares; and (2) 26% of 0.50% interest rate
reduction on $11.2 billion DT Notes, tax rate of 38%, resulting in $0.24
impact on EPS, assumed P/E multiple of 10x, and 370 million MetroPCS shares
 Based on $7.71 standalone MetroPCS value per share and $17.16 pro-forma
value per share (inclusive of synergies and revised terms and based on
combined company 2013E EBITDA of $5,859MM) and $18.04 pro-forma value per
share (inclusive of synergies and revised terms and based on combined company
2013E EBITDA of $6,109MM)
 Original terms reflected a $14.24 pro-forma value per share (inclusive of
synergies and reflective of combined company 2013E EBITDA projections of
$5,859MM) and $15.12 pro-forma value per share (inclusive of synergies and
reflective of combined company 2013E EBITDA projections of $6,109MM)
Investor Relations Contacts:
Keith Terreri, Vice President - Finance & Treasurer
Jim Mathias, Director - Investor Relations
SOURCE MetroPCS Communications, Inc.
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