Metro PCS 2008 Annual Report Download - page 122

MetroPCS Communications, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
F-20
Maturities of the principal amount of long-term debt, excluding capital lease obligations, at face value are as
follows (in thousands):
For the Year Ending December 31,
2009................................................................................................................................................................ $ 16,000
2010................................................................................................................................................................ 16,000
2011................................................................................................................................................................ 16,000
2012................................................................................................................................................................ 16,000
2013................................................................................................................................................................ 1,500,000
Thereafter ....................................................................................................................................................... 1,400,000
Total ............................................................................................................................................................... $ 2,964,000
$1.4 Billion 9¼% Senior Notes
On November 3, 2006, Wireless completed the sale of $1.0 billion of principal amount of 9¼% Senior Notes due
2014, (the “Initial Notes”). The net proceeds of the sale of the Initial Notes were approximately $978.0 million after
underwriter fees and other debt issuance costs of $22.0 million. The net proceeds from the sale of the Initial Notes,
together with the borrowings under the Senior Secured Credit Facility, were used to repay amounts owed under
various credit agreements, credit facilities, and to pay related premiums, fees and expenses, as well as for general
corporate purposes.
On June 6, 2007, Wireless completed the sale of an additional $400.0 million of 91/4% Senior Notes due 2014
(the “Additional Notes” and together with the Initial Notes, the “9¼% Senior Notes”) under the existing indenture at
a price equal to 105.875% of the principal amount of such Additional Notes.
The 9¼% Senior Notes are unsecured obligations and are guaranteed by MetroPCS, MetroPCS, Inc., and all of
Wireless’ direct and indirect wholly-owned subsidiaries, but are not guaranteed by Royal Street. Interest is payable
on the 9¼% Senior Notes on May 1 and November 1 of each year, beginning on May 1, 2007 for the Initial Notes
and November 1, 2007 for the Additional Notes. Wireless may, at its option, redeem some or all of the 9¼% Senior
Notes at any time on or after November 1, 2010 for the redemption prices set forth in the indenture governing the
9¼% Senior Notes. In addition, Wireless may also redeem up to 35% of the aggregate principal amount of the
9¼% Senior Notes with the net cash proceeds of certain sales of equity securities.
Senior Secured Credit Facility
On November 3, 2006, Wireless entered into the Senior Secured Credit Facility, pursuant to which Wireless may
borrow up to $1.7 billion. The Senior Secured Credit Facility consists of a $1.6 billion term loan facility and a
$100.0 million revolving credit facility. On November 3, 2006, Wireless borrowed $1.6 billion under the Senior
Secured Credit Facility. The term loan facility will be repayable in quarterly installments in annual aggregate
amounts equal to 1% of the initial aggregate principal amount of $1.6 billion. The term loan facility will mature in
November 2013 and the revolving credit facility will mature in November 2011. The net proceeds from the
borrowings under the Senior Secured Credit Facility, together with the sale of the Initial Notes, were used to repay
amounts owed under various credit agreements, credit facilities, and to pay related premiums, fees and expenses, as
well as for general corporate purposes.
The facilities under the Senior Secured Credit Facility are guaranteed by MetroPCS, MetroPCS, Inc. and each of
Wireless’ direct and indirect present and future wholly-owned domestic subsidiaries. The facilities are not
guaranteed by Royal Street, but Wireless pledged the promissory note that Royal Street has given it in connection
with amounts borrowed by Royal Street from Wireless and the limited liability company member interest held in
Royal Street Communications. The Senior Secured Credit Facility contains customary events of default, including
cross defaults. The obligations are also secured by the capital stock of Wireless as well as substantially all of
Wireless’ present and future assets and the capital stock and substantially all of the assets of each of its direct and
indirect present and future wholly-owned subsidiaries (except as prohibited by law and certain permitted
exceptions), but excludes Royal Street.