Metro PCS 2007 Annual Report Download - page 52

41
We are currently controlled by a limited number of stockholders, and their interests may be different from
yours.
A significant portion of the voting power of our capital stock is concentrated in the hands of a few shareholders
some of which are members of our board of directors. TA Associates and Madison Dearborn Capital Partners, and
Mr. Roger D. Linquist, our President, Chief Executive Officer, and Chairman of the Board, are significant
stockholders of the Company and each have representatives or are on our board of directors. Stockholders holding
over 10% of the voting power also hold collectively in excess of 21% of the voting power of our capital stock. As a
result, if such persons act together, they will have the ability to significantly influence whether required consents can
be obtained and will have substantial control over all matters submitted to our stockholders for approval, including
the election and removal of directors and the approval of any merger, consolidation or sales of all or substantially all
of our assets. These stockholders may have different interests than the other holders of our common stock and may
make decisions that are adverse to your interests.
Our stockholder rights plan could prevent a change in control of our Company in instances in which some
stockholders may believe a change in control is in their best interests.
We have a stockholder rights plan, or Rights Plan. Pursuant to the Rights Plan, we have issued to our stockholders
one preferred stock purchase right for each outstanding share of our common stock as of March 27, 2007. Each
right, when exercisable, will entitle its holder to purchase from us a unit consisting of one one-thousandth of a share
of series A junior participating preferred stock at $66.67 per share. Our Rights Plan is intended to protect
stockholders in the event of an unfair or coercive offer to acquire our Company and to provide our board of directors
with adequate time to evaluate unsolicited offers. The Rights Plan may prevent or make takeovers or unsolicited
corporate transactions more difficult. The Rights Plan will cause substantial dilution to a person or group that
attempts to acquire us on terms that our board of directors does not believe are in our best interests and those of our
stockholders and may discourage, delay or prevent a merger or acquisition that stockholders may consider favorable,
including transactions in which stockholders might otherwise receive a premium for their shares.
Conflicts of interest may arise because some of our directors are principals of our stockholders, and we have
waived our rights to certain corporate opportunities.
Our board of directors includes representatives from Accel Partners, TA Associates, Madison Dearborn Capital
Partners and Wachovia. Those stockholders and their respective affiliates may invest in entities that directly or
indirectly compete with us or companies in which they are currently invested may already compete with us. As a
result of these relationships, when conflicts between the interests of those stockholders or their respective affiliates
and the interests of our other stockholders arise, these directors may not be disinterested. Under Delaware law,
transactions that we enter into in which a director or officer has a conflict of interest are generally permissible so
long as (1) the material facts relating to the director’ s or officer’ s relationship or interest as to the transaction are
disclosed to our board of directors and a majority of our disinterested directors approves the transaction, (2) the
material facts relating to the director’ s or officer’ s relationship or interest as to the transaction are disclosed to our
stockholders and a majority of our disinterested stockholders approves the transaction, or (3) the transaction is
otherwise fair to us. Also, pursuant to the terms of our certificate of incorporation, our non-employee directors,
including the representatives from Accel Partners, TA Associates, Madison Dearborn Capital Partners and
Wachovia, are not required to offer us any corporate opportunity of which they become aware and could take any
such opportunity for themselves or offer it to other companies in which they have an investment, unless such
opportunity is expressly offered to them in their capacity as a director of our Company.
Our certificate of incorporation, bylaws and Delaware corporate law contain provisions which could delay or
prevent a change in control even if the change in control would be beneficial to our stockholders.
Delaware law, as well as our certificate of incorporation and bylaws, contain provisions that could delay or
prevent a change in control of our Company, even if it were beneficial to our stockholders to do so. These provisions
could limit the price that investors might be willing to pay in the future for shares of our common stock. These
provisions:
• authorize the issuance of preferred stock that can be created and issued by the board of directors without prior
stockholder approval to increase the number of outstanding shares and deter or prevent a takeover attempt;