Tmobile-MetroPCS Merger Updates & Questions

[Gman9831]

Honestly i think a lot of information will come out at metros 4Q 2012 quarterly earnings/conference @the end of this month . Normally they do it a week or so after the quarter ends, there has to be a reason why they're doing it 2 months after it ends.

I think what I posted right here is correct since both metro & tmobile will be hosting it February 28, 2013

 

[Gman9831]

T-Mobile LTE getting better as we speak

 

[Fuzzy13]

T-Mobile LTE getting better as we speak

Now that's more like it

 

[mannyfbaby]

when the merge happens will i get better service speeds, not including my area or anything but in general i have the gs3:smokingsomb:

 

[twogbsd]

when the merge happens will i get better service speeds, not including my area or anything but in general i have the gs3:smokingsomb:

Yes

 

[Gman9831]

While March 14th may be a big day for Android & Samsung owners around the world, it

 

[rymes14]

Which metro phones will be compatible with t mobiles network?.

 

[Gman9831]

Which metro phones will be compatible with t mobiles network?.

Other than the LTE network so far none, maybe the S3 but that would be it. But there are some phones with VoLTE that arent gonna need the CDMA network.

 

[Gman9831]

For all the people that are interested in the behind the scenes money/debt action here ya go just click show. I hid it because its very long ( I didnt even read all of it) anyways heres the original source: official T-Mobile USA LTE thread

Spoiler

Originally Posted by MetroPCS Definitive Proxy
$15B Notes to Refinance T-Mobile-DT Intercompany Indebtedness, & up to $3.5B Notes as Backstop for $2.5B Wireless Credit Agreement Refinancing & $1B Wireless New Notes

The $15B notes will be issued by T-Mobile to DT or a subsidiary of DT pursuant to an indenture, which we refer to as the DT notes indenture, containing the terms set forth in the description of notes attached as Exhibit G to the business combination agreement, as amended by the DT notes letter agreement. The DT notes will be unsecured. The DT notes will be guaranteed by the combined company (the direct parent of T-Mobile following the transaction) & by all of T-Mobile’s wholly-owned domestic restricted subsidiaries (other than immaterial subsidiaries), all of T-Mobile’s restricted subsidiaries that guarantee certain of T-Mobile’s indebtedness, & any future subsidiary of the combined company that directly or indirectly owns any of T-Mobile’s equity interests.
The $15B notes will have maturities ranging from 6-11 years. In addition, the $15B notes will be divided into (i) 6 series of senior unsecured notes having interest rates that remain constant through maturity, which we refer to as the non-reset notes, & (ii) 6 series of senior unsecured notes, 1/3rd of which will be re-priced every 6 months, beginning 2 years after the date of issuance & ending 3 years after the date of issuance, which we refer to as the reset notes. The no-call period with respect to each series of non-reset notes will range from 2 to 5 years after the issuance thereof. The no-call period with respect to each series of reset notes will range from 4 to 6 years after the issuance thereof, or 2 or 3 years after the applicable reset date of such series. Each series of the $15B notes will be in a principal amount of $1.25B. In addition, to the extent DT purchases the $2B notes or the $1B notes, which we refer to, collectively, as the additional notes (described further below), such notes will be divided equally into non-reset notes & reset notes, & will have maturities varying between 3 & 8 years.
Both the reset notes & non-reset notes will be priced @the closing of the transaction, & the reset notes will be re-priced @the applicable time, according to a formula, the first component of which is a reference yield which is based upon (i) 3 indices of high-yield bonds issued by telecommunications companies (50% weight (or 2/3s weight, if qualifying securities of the type described in either (but not both) of the following clauses (ii) & (iii) are not available @the time of calculation, or 100% weight, if qualifying securities of the type described in both of the following clauses (ii) & (iii) are not available @the time of calculation)), (ii) the prices of comparable bonds issued by Sprint Nextel Corporation or any successor or assign thereof (25% weight (or 1/3 weight, if qualifying securities of the type described in the following clause (iii) are not available @the time of calculation or zero weight if qualifying securities of the type described in this clause (ii) are not available @the time of calculation)) & (iii) the prices of Wireless securities (25% weight (or 1/3 weight, if qualifying securities of the type described in the previous clause (ii) are not available @the time of calculation or zero weight if qualifying securities of the type described in this clause (iii) are not available @the time of calculation)), all as of the applicable time (& provided that the yield of each index, bond or other qualifying security shall be increased (or decreased) for purposes of this calculation by 12.5 basis points per year, calculated to the day, by which the effective tenor of such index, bond or security (calculated as the tenor resulting in the yield to worst) is less than (or greater than) 8 years. The reference yield will then be adjusted as follows: (1) plus 100 basis points for reset notes or 187.5 basis points for non-reset notes, (2) plus or minus 12.5 basis points per year, calculated to the day, by which the remaining tenor of the series of notes being repriced is longer or shorter than 8 years; (3) plus a distribution fee of 200 basis points (spread in the coupon based upon the tenor of the applicable note).
The DT notes indenture will contain customary events of default, covenants & other terms, including, among other things, covenants that restrict the ability of the issuer & its subsidiaries to, inter alia, pay dividends & make certain other restricted payments, incur indebtedness & issue preferred stock, create liens on assets, sell or otherwise dispose of assets, enter into transactions with affiliates & enter new lines of business, all as described in the description of notes attached as Exhibit G to the business combination agreement. These covenants include certain customary baskets, exceptions & incurrence-based ratio tests. The DT notes indenture will not contain any financial maintenance covenants.
Pursuant to an agreement to be entered into by T-Mobile & DT on the closing date & described on Exhibit J to the business combination agreement, DT, as holder of the DT notes, will have certain special rights, & will be subject to certain special restrictions, that do not apply to other holders of those notes, including among other things (i) a more broadly defined change in control put right, (ii) restrictions on its ability to tender DT notes into a change in control offer following a change in control resulting from a transfer of common stock of T-Mobile by DT unless all holders of common stock are required or entitled to participate on the same terms, (iii) a right to consent to equity issuances the proceeds of which would be used to redeem notes held by DT, & (iv) a right to consent to any redemption of the DT notes held by DT with the proceeds of any equity issuance by T-Mobile or the combined company.

This very complex language seems to state that the notes, being unsecured, are guaranteed by the credit of the company itself. The gist of it appears to be that the notes are long-term, maturing @least @the end of the decade, or further out. This means that the $15B notes don't have to be paid off all @once or mostly right away. T-Mobile is betting that its recent work to embrace MVNOs, MVNEs, B2B, enterprises, & M2M will provide it with enough cash @the end of each payment period to pay them off. These notes are probably the result of DT partially divesting itself of T-Mobile . That being said, it's entirely possible that some of these notes are part of the debt that DT assumed when it acquired VoiceStream Wireless 10 years ago. T-Mobile , being technically a privately-owned company, was never required to divulge the internal debt it incurred when using DT money to keep the business running. Now it has to disclose that information.
It's interesting that DT is using the Sprint-Nextel Corp. as a marker for the value of the notes for the reset point. Not entirely sure why, but it seems like DT is aiming to use Sprint's performance as #3 as a good indicator against T-Mobile. If T-Mobile surpasses Sprint, then the value of the notes will fall & T-Mobile has to repay even less. This performance-based marker motivates the team to work to quickly surpass Sprint & maintain the lead.
While the $15B is worrying, it is a good sign that it's all with DT. DT can choose to "forgive" some of the debt arbitrarily in order to improve the financial goodwill between T-Mobile & DT. Additionally, the notes act as a constraint of DT, forcing them to keep with T-Mobile & really work @improving the company. This was almost certainly included on the insistance of the MetroPCS execs & the board.

Originally Posted by MetroPCS Definitive Proxy
$2.5B to Refinance Wireless Credit Agreement

It is currently contemplated that the $2.5B notes will be issued & the proceeds will be used to pay off the approximately $2.5B in principal amount of indebtedness, which we refer to as the credit agreement refinancing, currently owed by Wireless under the 3rd Amended & Restated Credit Agreement, dated as of March 17, 2011, among Wireless, as Borrower, the Guarantors party thereto, the Lenders from time to time parties thereto, & JPMorgan Chase Bank, N.A., as Administrative Agent, as modified by the Incremental Commitment Agreement, dated as of May 10, 2011 & as further amended & restated, supplemented or modified from time to time, which we refer to as the Wireless existing senior credit facility. Wireless, in consultation with DT, is permitted to offer & sell permitted Wireless notes in an amount sufficient for the credit agreement refinancing @any time prior to the closing of the transaction. In the event that the credit agreement refinancing has not been consummated for the full principal amount of the Wireless existing senior credit facility indebtedness on or prior to the closing of the transaction, DT will purchase additional DT notes @the closing of the transaction in an amount necessary to repay the Wireless existing senior credit facility in full, up to a maximum amount of $2.5B. Any additional DT notes would be issued under the DT notes indenture described above with the maturities & pricing described above.
DT will be entitled to a commitment fee, payable by T-Mobile within 1 business day after the closing of the transaction, equal to 150 basis points of the $2.5B DT commitment amount; provided that T-Mobile, as the wholly-owned subsidiary of the combined company following the transaction, will be entitled to a fee reduction equal to (1) 100 basis points of the amount of DT's commitment that is reduced with proceeds from the issuance of permitted Wireless notes, which we refer to as the take-out proceeds, within 4 & 1.5 months after pro forma financial statements giving effect to the transaction are available (which pro forma financials shall be deemed to be available after this proxy statement is filed in definitive form with the SEC) or (2) 50 basis points of the amount of DT's commitment that is reduced with take-out proceeds between 4 & 1.5 months & 7 & 1.5 months following the availability of the pro forma financials.

This is pretty standard. DT is buying out all of MetroPCS' debt & paying it off. In turn, the $2.5B of debt that DT pays off will be included in the $15B of notes issued by DT to the merged entity. Any additional debt that DT has to pay off will be added on top of the $15B. If there's less than $2.5B of debt, then the $15B goes down. They did this for the VoiceStream+Omnipoint acquisition to create T-Mobile in the first place. It's quite likely that the debt will go down @least a little bit because MetroPCS is cash positive right now.

Originally Posted by MetroPCS Definitive Proxy
$1B Wireless New Notes
In addition, the business combination agreement permits Wireless or its direct parent company, in consultation with DT, to issue up to $1B of additional permitted Wireless notes prior to the closing of the transaction. In the event that the $1B notes are not sold to 3rd party investors by the closing of the transaction or are sold to 3rd party investors in an aggregate principal amount of less than $1B, DT will purchase additional DT notes @the closing of the transaction in an amount equal to such shortfall. Any additional DT notes would be issued under the DT notes indenture described above with the maturities & pricing described above. It is currently anticipated that the proceeds of the $1B notes will be used for general corporate purposes.
DT will be entitled to a commitment fee, payable by T-Mobile within 1 business day after the closing of the transaction, equal to 150 basis points of the $1B DT commitment amount; provided that T-Mobile, as the wholly-owned subsidiary of the combined company following the transaction, will be entitled to a fee reduction equal to (1) 100 basis points of the amount of DT's commitment that is reduced with take-out proceeds within 9 months after the signing of the business combination agreement or (2) 50 basis points of the amount of DT's commitment that is reduced with take-out proceeds between 9 & 12 months after the signing of the business combination agreement.

So this means that the MetroPCS can issue up to $1B of unsecured notes to raise funding prior to the closing of the deal. If these notes are not all sold off before closing, then DT will buy them & raise the amount of notes issued to the new company. However, that would be bad. If DT winds up buying any of that, then merged entity is on the hook to pay 15% of the commitment amount back to DT on the 2nd business day of operation.
Personally, I'm not too worried about the $15B. What I'm worried about is the additional $1B. MetroPCS needs to ensure that there's high confidence among those in the debt markets that the company participates in, so that those notes are bought right away. Of course, if MetroPCS doesn't issue the additional $1B of notes, then we're safe too.
With the large economic scale & powerful LTE network (& a broad high-speed mobile network, hopefully), all it takes is improved brand perception & a lot more subscribers. If the merged entity can take people away from Sprint & AT&T in large enough numbers a quarter, then it will be a wonderful success.

 

[cubone]

Dear Lord:afraid:, it looks like a cellular testament

 

[FloridaNoob]

Any new updates on the status of the merger such as litigation filed by share holders....etc.

 

[Gman9831]

Any new updates on the status of the merger such as litigation filed by share holders....etc.

There's this. http://www.businessweek.com/news/20...r-seeks-proxies-to-oppose-t-mobile-usa-merger

 

[Gman9831]

Have you guys seen T-Mobile's newly announced plan.
Breaking Down T-Mobile's New Uncarrier, No-Contract, One Rate Plan Fits All Approach | TmoNewsTmoNews


New Image Indicates T-Mobile's UNcarrier Launch Going Live Later Today | TmoNewsTmoNews

 

[OcalaFlGuy]

Pfttt. I'm not impressed. $70 for unlimited everything and that's Limited to 12G. They are nuts.

I think the "big boys" are going to have to make a bigger price drop than that to lure people off of contract. They are still subsidizing phones on reup so if you don't drop the monthly a nice amount it makes Some sense to Stay on contract.

All TMo has done here is the same thing Verizon recently rolled out, super uber-nuclur tailoring of your plan costs to what your needs really are.

Yawn.

I'll stick with my upcoming share of the TMo teat for the same price as now. [1]

[1] Assuming it snows in hell and the merger makes it thru...

Bruce in Ocala, FL

 

[Gman9831]

Pfttt. I'm not impressed. $70 for unlimited everything and that's Limited to 12G. They are nuts.

I think the "big boys" are going to have to make a bigger price drop than that to lure people off of contract. They are still subsidizing phones on reup so if you don't drop the monthly a nice amount it makes Some sense to Stay on contract.

All TMo has done here is the same thing Verizon recently rolled out, super uber-nuclur tailoring of your plan costs to what your needs really are.

Yawn.

I'll stick with my upcoming share of the TMo teat for the same price as now. [1]

The unlimited plan isnt limited to 12GB

That

 

[OcalaFlGuy]

Yep, my mistake. I was looking at the ala carte part.

Still, that doesn't IMO change the jist of my position above.

Bruce in Ocala, FL

 

[Shabbypenguin]

i have some concerns over what this will do to their current plan lineup. i was hoping to hop on tmobiles 30 dollar a month plan with my very old g2, hopefully i can get over and grandfathered before they cut it off :O

 

[narutoninjakid]

i have some concerns over what this will do to their current plan lineup. i was hoping to hop on tmobiles 30 dollar a month plan with my very old g2, hopefully i can get over and grandfathered before they cut it off :O

Yeah hopefully they keep that plan as they make good money of of it

 

[Fuzzy13]

I tried it and the 100 minutes a month worked but honestly it was always bugging me everytime I would make a call. The extra 10 bucks was worth it to not worry about the minutes. The 5 gigs was why I jumped on but last month I topped out right at 5 gigs which is the most Ive ever used. So I'd just rather pay the $40 for ST.

But that $30 plan is great and is very popular. i don't see them getting rid of it. I see them bringing in more like it. maybe. Who knows.

 

[Shabbypenguin]

I tried it and the 100 minutes a month worked but honestly it was always bugging me everytime I would make a call. The extra 10 bucks was worth it to not worry about the minutes. The 5 gigs was why I jumped on but last month I topped out right at 5 gigs which is the most Ive ever used. So I'd just rather pay the $40 for ST.

But that $30 plan is great and is very popular. i don't see them getting rid of it. I see them bringing in more like it. maybe. Who knows.

for me i already have grooveip pro setup and it works wonderfully as a voip solution, only thing that would get ruined is MMS but 2 people only send me those and they have android devices, its just as easy to tap gmail instead of messaging

 

[narutoninjakid]

I tried it and the 100 minutes a month worked but honestly it was always bugging me everytime I would make a call. The extra 10 bucks was worth it to not worry about the minutes. The 5 gigs was why I jumped on but last month I topped out right at 5 gigs which is the most Ive ever used. So I'd just rather pay the $40 for ST.

But that $30 plan is great and is very popular. i don't see them getting rid of it. I see them bringing in more like it. maybe. Who knows.

I heard straight talk throttles a lot what's their policy ?

 

[greenghost2212]

Yeah I don't normally use that much but I will say I was at a buddy's house the other day and his wifi was acting up so we used my phone to watch I think hulu plus over his xbox. We watched wrestling an episode of raw and it used about a gig and a half.

Do hulu got TNA???

 

[averagewonder]

Umm I'm not sure sorry.

 

[OcalaFlGuy]

Mothership vote date moved back.

MetroPCS Moves Special Meeting of Stockholders to April 12, 2013 - FierceWireless

Bruce in Ocala, FL

 

[narutoninjakid]

So would i be getting the better deal b going with the tmobile s3 rather than metro. From my experience on esteem metro 4g never passed 8-10 mbs. I see however the tmobile version gets higher speeds. I was gonna go with the Tmobile s3 on the $30 plan as i rarely talk but i use data and the cap is 5GB's. i believe that metro's cap is 2gb however. so im stuck. I think the Tmobile s3 is the better deal however. Will the merger improve Metro's speed for their s3 or only the tmobile side. P.S i live in Newark, NJ so i get metro 4g from New York.