8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2009

METROPCS COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	1-33409	20-0836269
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification Number)
incorporation)

2250 Lakeside Boulevard
Richardson, Texas	75082
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 214-570-5800

(Former name or former address, if changed since last report): Not Applicable

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     On January 15, 2009, MetroPCS Communications, Inc. (the “Company”) issued a press release announcing that its indirect wholly-owned subsidiary, MetroPCS Wireless, Inc. (“Wireless”), has agreed to sell $550 million aggregate principal amount of its 9¹/4% Senior Notes due 2014 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be sold at 89.5% of their face value with an effective yield of 11.82%. The offering is scheduled to close on January 20, 2009, subject to satisfaction of customary closing conditions. Wireless intends to use the net proceeds from this private offering for general corporate purposes, which could include working capital, capital expenditures, future liquidity needs, additional opportunistic spectrum acquisitions, corporate development opportunities and future technology initiatives.

     The Notes were offered only to qualified institutional buyers in reliance on Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

     A copy of the press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit
Number	Description
99.1	Press Release, dated January 15, 2009, entitled “MetroPCS Communications, Inc. Announces that it has Agreed to Sell $550 Million 91/4% Senior Notes Due 2014”.

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SIGNATURES

     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.

Date: January 15, 2009		METROPCS COMMUNICATIONS, INC.
	By:	/s/ J. Braxton Carter
		J. Braxton Carter
		Executive Vice President and CFO

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INDEX OF EXHIBITS

Exhibit
Number	Description
99.1	Press Release, dated January 15, 2009, entitled “MetroPCS Communications, Inc. Announces that it has Agreed to Sell $550 Million 91/4% Senior Notes Due 2014”.

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EX-99.1

Exhibit 99.1

Investor Relations Contacts:
Keith Terreri, Vice President — Finance & Treasurer
Jim Mathias, Director — Investor Relations
214-570-4641
investor_relations@metropcs.com

MetroPCS Communications, Inc. Announces that it has Agreed to Sell $550 Million 9¹/4%
Senior Notes Due 2014

DALLAS (January 15, 2009) – MetroPCS Communications, Inc. (NYSE: PCS) announced today that its indirect wholly-owned subsidiary, MetroPCS Wireless, Inc. (“Wireless”), has agreed to sell $550 million aggregate principal amount of its 9¹/4% Senior Notes due 2014 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be sold at a price equal to 89.5% of their face value with an effective yield of 11.82%. The offering is scheduled to close on January 20, 2009, subject to satisfaction of customary closing conditions. Wireless intends to use the net proceeds from this private offering for general corporate purposes, which could include working capital, capital expenditures, future liquidity needs, additional opportunistic spectrum acquisitions, corporate development opportunities and future technology initiatives.

The Notes were offered only to qualified institutional buyers in reliance on Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. This release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Safe Harbor Statement

This news release includes “forward-looking statements” for the purpose of the “safe harbor” provisions within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and rule 3(b)-6 under the Securities Exchange Act of 1934, as amended. Any statements made in this news release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including statements that may relate to our plans, objectives, strategies, goals, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. These forward-looking statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “would,” “could,” “may,” “will,” “forecast,” and other similar expressions.

These forward-looking statements or projections are based on reasonable assumptions at the time they are made, including our current expectations, plans and assumptions that have been made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Forward-looking statements or projections are not guarantees of future performance or results. Actual financial results, performance or results of operations may differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking statements and projections include:

• the highly competitive nature of our industry;

• the rapid technological changes in our industry;

• an economic slow down, recession or depression in the United States;

• the state of the capital markets and the United States economy;

• our ability to maintain adequate customer care and manage our churn rate;

• our ability to sustain the growth rates we are projecting;

• our ability to access the funds necessary to build and operate our Auction 66 Markets;

• the costs associated with being a public company and our ability to comply with the internal financial and disclosure

	control and reporting obligations of public companies;
•	our ability to manage our rapid growth, train additional personnel and improve our financial and disclosure controls and procedures;
•	our ability to secure the necessary spectrum and network infrastructure equipment;
•	our ability to adequately enforce or protect our intellectual property rights and defend against suits filed by others;
•	governmental regulation of our services, including regulations implemented by the new administration, and the costs of compliance and our failure to comply with such regulations;
•	our capital structure, including our indebtedness amounts;
•	changes in consumer preferences or demand for our products;
•	our ability to attract and retain key members of management; and
•	other factors described or referenced from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Reports on Form 10-Q, in Part I, Item 1A, “Risk Factors”.

The forward-looking statements and projections are subject to and involve risks, uncertainties and assumptions, many of which are beyond our ability to control or ability to predict. You should not place undue reliance on these forward-looking statements and projections, which are based on current expectations and speak only as of the date of this release. MetroPCS Communications, Inc. is not obligated to, and does not undertake a duty to, update any forward-looking statement or projection to reflect events after the date of this release, except as required by law.