UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 1, 2013
T-MOBILE US, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE | 1-33409 | 20-0836269 | ||
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
of incorporation or organization) | Identification No.) | |||
12920 SE 38th Street | ||
Bellevue, Washington | 98006-1350 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (425) 378-4000
(Former Name or Former Address, if Changed Since Last Report):
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 — Completion of Acquisition or Disposition of Assets
As disclosed on its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2013 (the “Closing Date 8-K”), on April 30, 2013, T-Mobile US, Inc., formerly known as MetroPCS Communications, Inc. (the "Company") completed the transactions contemplated under the Business Combination Agreement dated as of October 3, 2012, among MetroPCS Communications, Inc., Deutsche Telekom AG (“Deutsche Telekom”), T-Mobile Global Zwischenholding GmbH (“Global”), a wholly-owned subsidiary of Deutsche Telekom, T-Mobile Holding GmbH, a wholly-owned subsidiary of Global, and T-Mobile USA, Inc., formerly a direct wholly-owned subsidiary of T-Mobile Holding (“T-Mobile USA”), as amended by Amendment No. 1 to the Business Combination Agreement dated April 14, 2013 (as so amended, the “Business Combination Agreement”).
As more particularly described in the Closing Date 8-K, the Business Combination will be accounted for as a reverse acquisition in conformity with accounting principles generally accepted in the United States of America and T-Mobile USA is deemed to be the accounting acquirer in the Business Combination.
Filed as an exhibit hereto are certain historical financial statements of T-Mobile USA, Inc. as of and for the three years ended December 31, 2012 together with Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Financial, Credit, Market and Liquidity Risk for the related periods.
Item 9.01 — Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited consolidated financial statements of T-Mobile USA, Inc. as of and for the three years ended December 31, 2012, together with Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Financial, Credit, Market and Liquidity Risk for the related periods, are hereby filed as Exhibit 99.1.
(b) Pro Forma Financial Information
The Company intends to file the unaudited pro forma condensed combined financial statements giving effect to the Business Combination and related transactions, and notes related thereto, required by Item 9.01(b) of Form 8-K within the time period specified in the instructions to Item 9.01 of Form 8-K.
(d) Exhibits:
Exhibit | Description | |
23.1 | Consent of PricewaterhouseCoopers LLP. | |
99.1 | Audited consolidated financial statements of T-Mobile USA, Inc. as of and for the three years ended December 31, 2012, together with Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Financial, Credit, Market and Liquidity Risk for the related periods. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
T-MOBILE US, INC. | ||
Date: May 8, 2013 | /s/ J. Braxton Carter | |
J. Braxton Carter Executive Vice President and Chief Financial Officer and Treasurer | ||