Metro PCS 2011 Annual Report Download - page 66

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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 and supplemental 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. Under our indentures and
supplemental indentures governing our senior notes, if certain “change of control” events occur, each holder of notes may
require us to repurchase all of such holder's notes at a purchase price equal to 101% of the principal amount of notes, plus
accrued and unpaid interest. 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 and supplemental
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 and supplemental indentures governing our senior notes include
restrictive covenants that limit our operating flexibility.
Our senior secured credit facility and indentures and supplemental 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;
• selling or buying assets, properties or licenses;
• developing assets, properties or licenses which we have or in the future may procure;
• creating liens on assets;
• participating in future FCC auctions of spectrum or private sales of spectrum;
• engaging in mergers, acquisitions, business combinations, or other transactions;
• merging, consolidating or disposing of assets;
• entering into transactions with affiliates; and
• placing restrictions on the ability of subsidiaries to pay dividends or make other payments.
These restrictions could limit our ability to obtain debt financing, repurchase stock, refinance or pay principal on our
outstanding debt, complete acquisitions for cash or debt or react to changes in our operating environment or the economy. Any
future debt that we incur may contain similar or more restrictive covenants.
Any failure to comply with the restrictions of the senior secured credit facility or the indentures or supplemental indentures
governing our senior notes, or certain current and any subsequent financing agreements may result in an event of default under
these agreements, which in turn may result in defaults or acceleration of obligations under these agreements and other
agreements, giving our lenders the right to terminate any commitments they had made to provide us with further funds and to
require us to repay all amounts then outstanding.
Our substantial indebtedness could adversely affect our business, financial condition and operating results and our senior
creditors would have a prior secured claim to any collateral securing the debt owed to them.
Our ability to make payments on our debt, to repay our existing indebtedness when due, and to fund operations and
significant planned capital expenditures will depend on our ability to generate cash in the future. Our ability to produce cash
from operations is subject to a number of risks, including:
• introduction of new products and services by us or our competitors, changes in service plans or pricing by us or our
competitors, or promotional offers;
• our ability to maintain our current cost structure; and
• our ability to continue to grow our customer base and maintain our projected levels of churn.