MetroPCS faces pressure to update SEC filings for T-Mobile deal

NEW YORK Sun Mar 3, 2013 9:58pm EST

The logo of Deutsche Telekom AG is seen outside the company's headquarter in Bonn May 24, 2012. REUTERS/Wolfgang Rattay

The logo of Deutsche Telekom AG is seen outside the company's headquarter in Bonn May 24, 2012.

Credit: Reuters/Wolfgang Rattay

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NEW YORK (Reuters) - MetroPCS Communications Inc PCS.N is facing pressure from a major investor, demanding that merger documents for the pending deal between MetroPCS and the Deutsche Telekom AG's (DTEGn.DE) unit T-Mobile USA be updated to reflect the earnings of T-Mobile.

P. Schoenfeld Asset Management LP, whose holdings represent about 2 percent of MetroPCS shares, told Reuters in a statement on Sunday that the firm hoped "the company will again do the right thing and incorporate the year-end results of both MetroPCS and T-Mobile that were released this past week in their updated proxy financials."

Representatives for MetroPCS and T-Mobile were not immediately available for comment.

Final merger documents were published by the Securities and Exchange Commission on February 26, which raised eyebrows among the investor community just two days before Deutsche Telekom reported earnings results. Deutsche Telekom's operating profit in the fourth quarter fell 13 percent as the company faced head winds in its German mobile market and the rest of Europe.

MetroPCS reported a 65 percent fall in quarterly net profit last week as revenue growth slowed for the eighth straight quarter.

Richardson, Texas-based MetroPCS agreed in October to a reverse merger deal with T-Mobile USA that would leave Deutsche Telekom with a 74 percent stake in the combined company. MetroPCS will declare a 1-for-2 reverse stock split and pay $1.5 billion to its shareholders.

PSAM has publicly agitated against the merger between Deutsche Telekom's unit T-Mobile USA and MetroPCS, indicating that the current structure of the deal will leave the combined company heavily burdened with $15 billion of debt and an interest rate of as much as 8 percent.

Paulson & Co, the largest shareholder of MetroPCS, said on Thursday that it would vote against the wireless service provider's proposed merger with T-Mobile USA, unless the companies sweeten the deal.

Paulson, owner of 36.3 million shares or 9.9 percent of MetroPCS stock, said while the deal has strategic merits, the merged company would have "too much debt at too high an interest rate to be competitive" and it complained about the exchange ratio for MetroPCS shareholders.

Meanwhile, MetroPCS on Friday said it would move the date of its shareholders meeting back from March 28 to April 12 to correct an administrative error.

"We are pleased that MetroPCS has decided to institute a new record date of March 11 and moved the special meeting vote to April 12, following our communication with the company questioning the propriety of the record date," PSAM said in the statement.

(Reporting By Nadia Damouni in New York; Editing by Chris Gallagher)

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