o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | Definitive Proxy Statement |
x | Definitive Additional Materials |
o | Soliciting Material Pursuant to §240.14a-12 |
METROPCS COMMUNICATIONS, INC. | ||||
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
x | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
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(4) | Date Filed: |
• | If the proposed combination is not approved, MetroPCS' stockholders will not enjoy its compelling |
• | Do not reject this proposed combination - do not take the risk of a loss of value for MetroPCS' stockholders. |
• | There can be no assurance that MetroPCS will be able to deliver the same or better stockholder value as a stand-alone wireless company in the future. |
• | Institutional Shareholder Services (“ISS”), an independent proxy advisory firm, recognizes that MetroPCS' “exploration of strategic alternatives appears to have been thorough.”2 |
• | As a result, MetroPCS' stockholders should not assume that another buyer will acquire MetroPCS if the proposed combination is not approved. |
• | Glass Lewis, another independent proxy advisory firm, agrees that the MetroPCS board explored all alternatives, noting that, “In our opinion, the MetroPCS Board conducted a lengthy review of strategic |
• | Strong financial profile: |
◦ | The combined company is expected to have BB S&P credit rating, which is two notches better than MetroPCS stand-alone and many peers; |
◦ | Target five-year (from 2012 to 2017) compounded annual growth rates in the range of 3% to 5% for revenues, 7% to 10% for EBITDA and 15% to 20% for free cash flow;6 |
◦ | Target EBITDA margin of 34% to 36% at the end of the five-year period (from 2012 to 2017); and |
◦ | Projected cost synergies of $6-7 billion NPV,4 with an annual run-rate of $1.2-1.5 billion after an integration period.5 |
• | Robust spectrum position: |
◦ | The combined company will have the network capacity to support the anticipated acceleration in customers' mobile data demand. |
◦ | The combined company's spectrum position in major metropolitan areas will be four times greater on average than MetroPCS on a stand-alone basis. |
◦ | The combined company will have more AWS spectrum than any other carrier. AWS is emerging as one of the primary LTE bands in the United States. |
◦ | Complementary spectrum that allows for greater 4G LTE bandwidth, including at least 20x20 MHz in approximately 90% of top 25 metro areas by 2014+, which is expected to yield high levels of efficiency, capacity and throughput. |
• | Seasoned executive leadership: |
◦ | The combined company's senior management team has over 150 years of combined telecommunications industry experience, and is committed to growth and cost leadership. |
◦ | John Legere, current President and Chief Executive Officer of T-Mobile, will serve as the President and Chief Executive Officer of the combined company and has over 32 years of experience in the U.S. and global telecommunications and technology industries. |
◦ | J. Braxton Carter, currently MetroPCS' Chief Financial Officer, will serve as Chief Financial Officer of the combined company and has over 15 years of wireless experience. |
• | Highly-qualified, diverse Board: |
◦ | The combined company's board includes current and former executives of AT&T, Dell, Rockwell International Corporation and Madison Dearborn Partners, LLC. |
• | Accelerate nationwide 4G services: T-Mobile is the only carrier that presently offers nationwide unlimited 4G to new customers. When its $4 billion network modernization is complete - anticipated to occur at the end of 2013 - the combined company customer base will have better coverage, greater network reliability and faster service speeds. |
◦ | Approximately 37,000 sites are planned to be enhanced over three years with multi-mode radios, tower-top electronics, and new antennas. |
◦ | Upon completion of the migration of the MetroPCS customer base and the inclusion of selected MetroPCS sites, the combined company will have approximately 55,000 equivalent cell sites. |
• | Advance high-speed LTE network: T-Mobile is deploying the latest LTE technology (Release 10), paving the way to LTE Advanced. T-Mobile's 4G LTE deployment will complement its existing nationwide 4G network - which third-party tests show rivals or beats existing competitors' LTE networks - creating what T-Mobile expects to be the fastest 4G combination in the United States. |
◦ | T-Mobile launched its 4G LTE network in seven U.S. cities on March 19, 2013, and by the end of 2013, the combined company's robust and high capacity LTE network is projected to cover a population of approximately 200 million people in the United States (100 million by mid-year 2013). |
• | A broad variety of devices: T-Mobile has a broad array of devices from which its customers can choose, which will be available to the combined company's customers. |
◦ | In tandem with the debut of its 4G LTE network service, T-Mobile announced that it will have several 4G LTE-capable devices available, including Samsung Galaxy S 4, BlackBerry Z10, HTC One, T-Mobile Sonic 2.0 Mobile HotSpot LTE and Samsung Galaxy Note II. |
◦ | Beginning April 12, 2013, T-Mobile will offer the 4G LTE-capable iPhone 5 to customers nationwide via one of the simplest and most competitive consumer rate plans in the industry. iPhone 4S and iPhone 4 will also be available in select markets. |
• | Focus on branding and enhanced value propositions: The combined company will offer its services under at least two unique brands, with a focus on simplicity, unlimited data, and “No Surprises.” T-Mobile's 100% Value plans offer visibility, transparency, standardized pricing, and lowest out-the-door device prices. |
• | Expand the MetroPCS brand geographically: The combined company will extend the MetroPCS brand and distribution to geographic areas where MetroPCS does not currently have a network, and will offer a variety of unlimited wireless broadband mobile service plans and a broad array of device choices that provide customers with a compelling value proposition. Only a small portion of this geographic expansion is incorporated into the business plan of the combined company with the remainder offering additional upside to the business plan. |
• | Create a multi-segment player: The combined company will offer a full suite of services, and is ramping up its B2B capability and invest in new capabilities to support an expanded MVNO business. |
• | Capitalize on projected cost synergies: The proposed combination of MetroPCS and T-Mobile is expected to yield projected annual run-rate cost synergies of $1.2 - 1.5 billion after an integration period, driven primarily by the convergence of both customer bases to a single network. 5 |
◦ | We expect that approximately two and a half years following the closing, substantially all MetroPCS customers will have been migrated to the new network and the old MetroPCS network will be shut down, saving the majority of the operating and capital expenses associated with operating, maintaining and expanding the MetroPCS legacy network. |
◦ | Additional savings are expected to come from reduced tower, backhaul and roaming expenses and capacity and expansion capital expenses as well as certain non-network savings. Operating on a single network is also expected to increase asset utilization and reduce expense per customer. |
• | The proposed combination offers compelling benefits to MetroPCS' stockholders by offering immediate and significant value for your investment in MetroPCS as well as the opportunity to participate in the expected upside potential of the combined company. |
• | The 26% equity ownership interest of MetroPCS' stockholders is at the upper end - or above - the implied percentage ownership and contribution analyses performed by the special committee's independent financial advisor. |
• | In addition, the special committee's financial advisor's discounted cash flow (“DCF”) and multiples analyses demonstrate that the 26% equity ownership interest results in substantial upside over a stand-alone valuation of MetroPCS. |
• | If T-Mobile were contributed with $4 billion lower debt (i.e. $4 billion higher equity), per P. Schoenfeld Asset Management LP's (“PSAM”) previously filed presentation, then the resulting MetroPCS stockholders' ownership in the combined company would need to be adjusted to reduce MetroPCS stockholders' ownership from 26% to 12%7 - 15%8. |
• | A less favorable ownership stake of between 17%7-24%8 would result after appropriate adjustments for $1.5 billion MetroPCS cash reserved for spectrum and $1.5 billion cash payment as disclosed in the MetroPCS amended definitive proxy statement. |
• | The stand-alone MetroPCS value per share (after deducting $1.5 billion in cash reserved for the acquisition of spectrum) represents an approximately 22% decline vs. the current MetroPCS share price.9 |
• | Even PSAM notes in its previously filed presentation that it may be appropriate to adjust for the $1.5 billion of spectrum in a relative DCF analysis. |
• | ISS used a combined company 2013 EBITDA that excludes $573 million of reasonable and appropriate adjustments made by MetroPCS management to T-Mobile's 2013 forecast. It is therefore based on a T-Mobile forecasted 2013 EBITDA that is lower than what MetroPCS and T-Mobile believe is appropriate based on extensive due diligence of the T-Mobile plan. Although ISS noted that $250 million of the $573 million related to the introduction of Apple products was reasonable, ISS decided not to account for any of the adjustments “at least until the adjustments are more fully documented and discussed …”2 |
• | ISS also disagreed with MetroPCS and its financial advisors that the $1.5 billion for spectrum should be deducted for valuation purposes. Contrary to ISS' view, if MetroPCS uses its $1.5 billion in cash to purchase spectrum required to achieve its long-term plan, the market will NOT increase MetroPCS' enterprise value by $1.5 billion to account for the spectrum value - wireless companies are valued as going concerns based upon |
• | Despite providing a detailed DCF valuation of the projected $6 - $7 billion in synergies, ISS only used a $4 billion valuation for synergies, which understates the combined company's synergy value by approximately $1.7610 per share. |
Comparison of NewCo Peers - Leverage and Credit Rating13 Based on LTM EBITDA | |||||
Leap | PF Sprint14 | NewCo | MetroPCS | T-Mobile15 | |
Gross Leverage | 5.5x | 5.5x | 3.6x | 3.1x | 3.6x |
Net Leverage | 4.4x | 3.0x | 3.4x | 2.4x16 | 3.6x |
S&P Rating | B- | B+ | BB | B+ | NA |
• | The combined company is expected to de-lever organically after 2013 as a result of cost savings initiatives, significantly lower capital expenditures and post-integration synergies. |
• | The combined company's agreement with Apple is projected to be accretive to operating free cash flow and EBITDA beginning in 2014. |
• | Investor comfort with the combined company's capital structure and credit profile is underscored by strong support for the combined company's March 2013 senior notes offering as well as the December 2012 consent solicitation on MetroPCS' existing senior notes. |
• | Appropriate leverage, such as is present here, allows stockholders to benefit exponentially from increases in company value. |
• | Telephone. Call toll free: 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries. Stockholders must have their control number in hand. Follow the instructions provided. |
• | Internet. Log onto the website: www.voteproxy.com. Stockholders must have their control number in hand. Follow the instructions provided. |
• | Mail. To vote your shares, please sign, date and mail your GREEN proxy card today. |
• | In person. For stockholders who wish to vote in person, the MetroPCS Special Meeting of stockholders will be held on April 12, 2013, at 8:00 a.m. local time, at the Eisemann Center located at 2351 Performance Drive, Richardson, Texas 75082. |
If you have any questions or need assistance with voting your GREEN proxy card, please contact our proxy solicitor, MacKenzie Partners, at the phone numbers listed below. | ||||
105 Madison Avenue | ||||
New York, NY 10016 | ||||
(212) 929-5500 (call collect) | ||||
Or | ||||
TOLL-FREE (800) 322-2885 |
1. | As detailed in the background section of MetroPCS' amended definitive proxy statement. | ||||
2. | From March 27, 2013, ISS Report. Permission to use quotations neither sought nor obtained. | ||||
3. | From March 28, 2013, Glass, Lewis & Co., LLC Report. Permission to use quotations neither sought nor obtained. | ||||
4. | Net present value calculated with 9% discount rate and 38% tax rate. Synergies are preliminary projections and subject to change. |
5. | Synergies expected after an initial integration period estimated to be between two and a half to four years. | ||||
6. | Free Cash Flow is calculated by EBITDA less Capital Expenditure (excluding spectrum spend). | ||||
7. | EBITDA is based on unadjusted T-Mobile management's forecast of combined company EBITDA for 2013, which forecast is set forth in the MetroPCS amended definitive proxy statement. | ||||
8. | EBITDA is based on MetroPCS management's forecast of combined company EBITDA for 2013, which forecast is set forth in the MetroPCS amended definitive proxy statement. | ||||
9. | Based on MetroPCS share price of $10.90 as of NYSE market close on March 28, 2013. | ||||
10. | Based on the midpoint of the expected synergy range for the combined company, MetroPCS' 26% equity stake and 370 million MetroPCS shares outstanding per the amended definitive proxy filed March 12, 2013. | ||||
11. | Based on indicative terms at the time of announcement. | ||||
12. | Based on a pre-split 1.4 billion combined company shares. | ||||
13. | Based on latest reported financials; NewCo numbers represent the sum of T-Mobile and MetroPCS. | ||||
14. | Based on Sprint (PF Clearwire), US Cellular and Softbank transactions. | ||||
15. | Based on target net debt of $17.5 billion ($15 billion DT notes and $2.5 billion tower financing obligation as of December 31, 2012). | ||||
16. | Includes $1.5 billion in cash reserved for the acquisition of spectrum. |
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