MetroPCS Amends Agreement to Combine with T-Mobile USA

Mon Apr 15, 2013 7:30am EDT

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Amendment Further Enhances Value for Stockholders
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 agreement").  

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 company.  

The amended terms of the proposed combination include:

* Reducing combined company debt issued to DT by  $3.8 billion:  The principal
amount of debtissued toDT 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.  
* Lowering 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%.  
* Extending 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.[1]   The revised terms reflect
a 122 - 134% premium[2]  to MetroPCS' stand-alone value, an improvement of 38%
compared to the initial terms[3]  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 approval.

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

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 Special

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.

* Telephone. 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.  
* Internet. Log onto the website: Stockholders must have
their control number in hand. Follow the instructions provided.  
* Mail. To vote your shares, please sign, date and return the enclosed  GREEN 
proxy card.  
* In 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 ( 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 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 (  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] 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

[2] 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)

[3] 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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