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SOURCE Metro PCS Communications, Inc.
DALLAS, March 8, 2013 /PRNewswire/ -- MetroPCS Communications, Inc. (NYSE: PCS) (the "Company") announced today that MetroPCS Wireless, Inc. ("Wireless"), an indirect wholly-owned subsidiary, has agreed to sell $1,750,000,000 aggregate principal amount of its 6.250% Senior Notes due 2021 and $1,750,000,000 aggregate principal amount of its 6.625% Senior Notes due 2023 (collectively, the "Notes") in a private offering. The offering is scheduled to close on March 19, 2013, subject to satisfaction of customary closing conditions. Wireless will deposit the net proceeds of this offering into a segregated account and keep such net proceeds on hand at all times in cash or cash equivalents. If Wireless' merger with T-Mobile USA, Inc. ("T-Mobile") is consummated (the "T-Mobile Transaction"), Wireless intends to use the net proceeds from this private offering to repay the outstanding amounts owed under its existing senior secured credit facility, to pay liabilities under related interest rate protection agreements and to pay related fees and expenses, and to use the remainder for general corporate purposes. The Notes will be subject to a special mandatory redemption in the event Wireless' merger with T-Mobile is not consummated on or before January 17, 2014, or in the event the Business Combination Agreement in connection with the T-Mobile Transaction (the "Business Combination Agreement") is terminated prior to such time.
The Notes were offered only to qualified institutional buyers in reliance on Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States except under an effective registration statement or an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws. This release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
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 www.metropcs.com.
Safe Harbor Statement
This news release 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, and rule 3(b)-6 under the Securities Exchange Act of 1934, as amended. Any statements made in this news release that are not statements of historical fact, including statements about the Company's beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including statements that may relate to the Company's plans, objectives, strategies, goals, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. These forward-looking statements often include words such as "anticipate," "expect," "suggests," "plan," "believe," "intend," "estimates," "targets," "projects," "should," "would," "could," "may," "will," "forecast" and other similar expressions. These forward-looking statements are based on reasonable assumptions at the time they are made, including the Company's current expectations, plans and assumptions that have been made in light of its experience in the industry, as well as the Company's perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Forward-looking statements are not guarantees of future performance or results. Actual financial results, performance or results of operations may differ materially from those expressed in the forward-looking statements. Factors that may materially affect such forward-looking statements include:
The forward-looking statements speak only as of the date made, are based on current assumptions and expectations, and are subject to the factors above, among other things, and involve risks, uncertainties, events, circumstances and assumptions, many of which are beyond our ability to foresee, control or predict. You should not place undue reliance on these forward-looking statements. All future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by our cautionary statements. The Company does not intend to, is not obligated to, and does not undertake a duty to, update any forward-looking statement to reflect the occurrence of events or circumstances after the date of this release, except as required by law. The Company's results for any period may not be reflective of results for any subsequent period. The Company does not plan to update nor reaffirm guidance except through formal public disclosure pursuant to Regulation FD.
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