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MetroPCS Wireless, Inc. Commences Consent Solicitation

Stocks in this article: PCS

DALLAS, Dec. 5, 2012 /PRNewswire/ -- MetroPCS Communications, Inc. (NYSE: PCS; "MetroPCS") today announced that MetroPCS Wireless, Inc., an indirect wholly-owned subsidiary ("Wireless"), has commenced a consent solicitation seeking consent to amend the indentures governing Wireless's 7 7/8% Senior Notes due 2018 (the "2018 Notes") and its 6 5/8% Senior Notes due 2020 (the "2020 Notes", and together with the 2018 Notes, the "Notes") in connection with the proposed business combination under the terms of that certain Business Combination Agreement, dated October 3, 2012 (the "Business Combination Agreement"), by and among Deutsche Telekom AG, an Aktiengesellschaft organized in Germany ("Deutsche Telekom"), T-Mobile Global Zwischenholding GmbH, a Gesellschaft mit beschrankter Haftung organized in Germany and a direct wholly-owned subsidiary of Deutsche Telekom ("Global"), T-Mobile Global Holding GmbH, a Gesellschaft mit beschrankter Haftung organized in Germany and a direct wholly-owned subsidiary of Global ("Holding"), T-Mobile USA, Inc., a Delaware corporation and direct wholly-owned subsidiary of Holding ("T-Mobile"), and the Company.


The proposed amendments to the indentures governing the Notes seek to modify the definition of a "Change of Control" in each indenture governing the Notes so that the consummation of the proposed business combination would not be considered a Change of Control under the indentures, and to conform certain covenants, events of default and other non-economic terms currently applicable to the Notes to certain covenants, events of default and other non-economic terms that are anticipated to apply to certain notes to be sold by T-Mobile to Deutsche Telekom and to certain new notes that may be issued by Wireless and assumed by T-Mobile upon consummation of the business combination under the terms of the Business Combination Agreement. The relevant terms and conditions of the consent solicitation are set forth in a Consent Solicitation Statement, dated December 5, 2012, and a related Consent Letter. 

The consent solicitation is scheduled to expire at 5:00 p.m., New York City time, on Friday, December 14, 2012, unless otherwise extended or earlier terminated. As described in the Consent Solicitation Statement and subject to satisfaction or waiver of the conditions therein, upon receipt of the requisite consents, among other things, Wireless will pay a consent fee consisting of: (i) an aggregate cash payment of $5,000,000, payable to consenting holders of the 2018 Notes on a pro rata basis upon the effectiveness of a revised supplemental indenture with respect to the 2018 Notes effecting the proposed amendments, and (ii) an aggregate cash payment of $5,000,000, payable to consenting holders of the 2020 Notes on a pro rata basis upon the execution and effectiveness of a revised supplemental indenture with respect to the 2020 Notes effecting the proposed amendments.

Wireless intends to enter into revised supplemental indentures providing for the immediate effectiveness of the proposed amendments promptly after receipt of the requisite consents and satisfaction or waiver of the conditions set forth in the Consent Solicitation Statement. The execution of the revised supplemental indentures and payment of the foregoing consent fee is conditioned upon, among other things, receipt of consents to the proposed amendments to the Notes indentures from holders of a majority in principal amount outstanding of both series of Notes (excluding Notes owned by Wireless or its affiliates); however, Wireless may, in its sole discretion, execute a revised supplemental indenture for any series of Notes for which consents from the majority in principal amount outstanding have been received.

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