Metro PCS 2010 Annual Report Download - page 66

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governing our senior notes, which could further reduce the cash we have available to invest in our operations as a
result of our increased debt service obligations. In addition, the more leveraged we become, the more we, and in turn
the holders of our securities, become exposed to the risks described above in the risk factor entitled “Our operations
require continued capital expenditures and a failure to access additional capital could have a material adverse
effect on our business, financial condition and operating results.”
In order to provide additional flexibility, we have filed a universal shelf registration statement with the SEC to
register debt, equity and other securities, including common stock, preferred stock, debt securities and guarantees of
debt securities. The securities registered under this universal shelf registration statement could be offered from time
to time with little or no advance notice, separately or together, directly by us or through underwriters, at amounts,
prices, interest rates and other terms and conditions to be determined at the time of any offering. There can be no
assurance that sufficient funds will be available to us under our existing indebtedness or otherwise. Further, should
we need to raise additional capital, the foreign ownership restrictions mandated by the FCC, and applicable to us,
could limit our ability to attract additional equity financing outside the United States. If we were able to obtain
funds, it may not be on terms and conditions acceptable to us, which could limit or preclude our ability to pursue
new opportunities, expand our service, upgrade our networks, engage in acquisitions, or purchase additional
spectrum, thus limiting our ability to expand our business which could have a material adverse effect on our
business, financial condition and operating results.
To service our debt, we will require a significant amount of cash, which may not be available to us.
Our ability to meet our existing or future debt obligations and to reduce our indebtedness will depend on our
future performance and the other cash requirements of our business. Our performance, to a certain extent, is subject
to general economic conditions, financial, competitive, business, political, regulatory and other factors that are
beyond our control. In addition, our ability to borrow funds in the future to make payment on our debt will depend
on the satisfaction of covenants in our senior secured credit facility, the indentures governing our senior notes, other
debt agreements and other agreements we may enter into in the future. Specifically, we will need to maintain certain
financial ratios and satisfy certain financial condition tests. We cannot assure you that we will continue to generate
sufficient cash flow from operations at or above current levels or that future borrowings will be available to us under
our senior secured credit facility or from other sources in an amount sufficient to enable us to service our debt or
repay all of our indebtedness in a timely manner or on favorable or commercially reasonable terms, or at all. If we
are unable to satisfy our financial covenants or generate sufficient cash to timely repay our debt, the lenders could
accelerate the maturity of some or all of our outstanding indebtedness. As a result, we believe we may need to
refinance all or a portion of our remaining existing indebtedness prior to its maturity. Disruptions in the financial
markets or the general amount of debt refinancings occurring at the same time could make it more difficult to obtain
debt or equity financing on reasonable terms or at all.
Our outstanding debt is subject to a change in control provision and in the event of a change in control we may
not have the ability to raise the funds necessary to fulfill our obligations.
Under our indentures governing our senior notes and the terms of our senior secured credit facility, upon the
occurrence of a change in control as defined therein, we would be required to offer to repurchase all of our
outstanding senior notes and repay our outstanding debt under our senior secured credit facility. We may not have
sufficient access to funds at the time of the change in control event to make the required offer to repurchase or pay
down our outstanding debt. Additionally, a default under the indentures governing our senior notes would result in a
default under our senior secured credit facility. Any failure to make or complete a change in control offer would
place us in default under our indentures and senior secured credit facility.
Our senior secured credit facility and the indentures governing our senior notes include restrictive covenants
that limit our operating flexibility.
Our senior secured credit facility and indentures governing our senior notes impose material operating and
financial restrictions on us. These restrictions, subject in certain cases to ordinary course of business and other
exceptions, may limit our ability to engage in some transactions, including the following:
• incurring additional debt;
• paying dividends, redeeming capital stock or making other restricted payments or investments;