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): ~~February~~ 22February 24, 2005

METROPCS, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-111470	75-2550006
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
8144 Walnut Hill Lane Suite 800 Dallas, Texas		75231
(Address of principal executive offices)		(Zip Code)


8144 Walnut Hill Lane
Suite 800
Dallas, Texas		75231
(Address of principal executive offices)		(Zip Code)

(214) 265-2550

(Registrant’s telephone number, including area code)

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:

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

¨ Soliciting material pursuant to Rule 425 under the Securities Act (17 CFR 240.14a-12)

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

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

ITEM 1.01 Entry into a Material Definitive Agreement.

~~ITEM~~On 2February 24, 2005, MetroPCS, Inc.03 ~~Creation~~(the “Company”) and GWI PCS1, Inc. (“GWI”), a wholly owned subsidiary of the Company, entered into a ~~Direct~~License ~~Financial~~Purchase ~~Obligation~~Agreement or(the an“License ~~Obligation~~Purchase ~~under~~Agreement”) anwith ~~Off~~Cellco Partnership, a Delaware general partnership doing business as Verizon Wireless (“Verizon Wireless”), in which GWI agreed, subject to receipt of requisite governmental approvals (including the consent of the Federal Communications Commission (“FCC”) and compliance with the Hart-~~Balance~~Scott-Rodino ~~Sheet~~Antitrust Improvements ~~Arrangement~~Act of 1976, as amended) to disaggregate and sell to Verizon Wireless all of GWI’s right, title and interest in and to 10 MHz of spectrum (the “Spectrum”) underlying GWI’s C Block personal communications services (“PCS”) license for the basic trading area of San Francisco-Oakland-San Jose, California (the “San Francisco BTA”) for $230 million. The sale is structured as part of a ~~Registrant~~like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended, in which GWI’s right, title and interest in and to the Spectrum will be exchanged for certain PCS licenses acquired from Cingular Wireless LLC and certain of its affiliates. In connection with the sale to Verizon Wireless, GWI and the Company will promptly pay in full all outstanding principal and accrued and unpaid interest (of approximately $12.2 million) owed by GWI to the FCC relating to GWI’s PCS license for the San Francisco BTA. In addition to the governmental approvals described above, the closing of the transaction is subject to, among other things, the continuing full force and effect of the Roaming Agreement (as defined herein). The License Purchase Agreement may be terminated in various instances, including by either party if the sale has not been consummated by January 15, 2006.

OnIn addition, on February 2224, 2005, ~~MetroPCS~~GWI ~~Wireless,~~also ~~Inc.~~entered ~~(“Wireless”),~~into a ~~wholly-owned~~ ~~subsidiary~~Short ofTerm ~~MetroPCS,~~Spectrum ~~Inc.~~Manager ~~(the~~Lease (“~~Company~~Lease”), ~~entered~~with ~~into~~Verizon aWireless ~~secured~~under ~~bridge~~which ~~credit~~GWI ~~facility~~has granted ~~governed~~to byVerizon ~~the~~Wireless, ~~Exchangeable~~subject ~~Senior~~to ~~Secured~~making ~~Credit~~required governmental notifications and ~~Guaranty~~applicable ~~Agreement~~governmental regulations, ~~dated~~the asexclusive ofright ~~February~~to ~~22,~~use ~~2005~~the (Spectrum for up to the ~~“Credit Agreement”),~~earlier byof ~~and~~(i) ~~among~~twelve ~~Wireless,~~months asor ~~borrower,~~(ii) the ~~Company,~~date ~~certain~~on ~~subsidiaries~~which the sale of the Spectrum ~~Company~~to ~~named~~Verizon ~~therein~~Wireless ~~(collectively~~under ~~with~~ the ~~Company,~~License ~~the~~Purchase ~~“Guarantors”),~~Agreement ~~the~~is ~~lenders~~consummated. ~~party~~The ~~thereto~~Lease ~~(the~~automatically ~~“Lenders”),~~terminates ~~Bear~~in various instances, ~~Stearns &~~including ~~Co.~~if ~~Inc~~the License Purchase Agreement is terminated. Under the Lease, asVerizon ~~sole~~Wireless ~~lead~~has ~~arranger~~the ~~and~~right, subject ~~book~~to ~~runner~~the review, ~~and~~oversight, ~~Bear~~supervision ~~Stearns~~and ~~Corporate~~ultimate ~~Lending~~control ~~Inc.~~of GWI, asto ~~syndication~~construct, ~~agent~~operate and ~~administrative~~maintain ~~agent~~facilities ~~(the~~operating ~~“Administrative~~on ~~Agent”)~~or using the Spectrum.

~~The~~Finally, ~~aggregate~~on ~~credit~~February ~~commitments~~24, ~~available~~2005, the Company entered into an Intercarrier Roamer Service Agreement (“Roaming Agreement”) with Verizon Wireless under which Verizon Wireless has agreed to provide to the ~~Credit~~Company ~~Agreement~~voice ~~total~~roaming ~~$540~~service ~~million~~which enables the Company’s customers to receive wireless telephone service while located in most of Verizon Wireless’ cellular and ~~include:~~PCS markets. Unless terminated earlier as provided in the Roaming Agreement, the Roaming Agreement has an initial term of 10 years from the execution date with an option for the Company to extend the Roaming Agreement for an additional five years. The Roaming Agreement may be terminated by Verizon Wireless in various instances, including if the Company is acquired by certain national telecommunications carriers. In addition, if control of the Company is acquired by any competitor of Verizon Wireless, the Roaming Agreement shall be limited to the then-existing markets of the Company.

• up to $240 million aggregate principal amount of exchangeable senior secured loans (the “Series A Bridge Loans”), the proceeds of which will be used to meet the financing needs of the Company and its subsidiaries in connection with the acquisition by a subsidiary of the Company of certain personal communications services licenses (and certain related equipment and assets) for the basic trading area of Detroit, Michigan and certain counties of the basic trading area of Dallas, Texas from Cingular Wireless LLC and/or one or more of its affiliates; and

• up to $300 million aggregate principal amount of exchangeable senior secured loans (the “Series B Bridge Loans” and collectively with the Series A Bridge Loans, the “Bridge Loans”), the proceeds of which will be used to fund the obligations of the Company and its affiliates to make loans to Royal Street Communications, LLC, a Delaware limited liability company in which the Company indirectly owns an 85% non-controlling interest (the “Designated Entity”), in connection with the Designated Entity’s participation in Auction No. 58 (“Auction 58”) of the Federal Communications Commission (the “FCC”).

On February 22, 2005, Wireless incurred, and the Lenders funded, all $240 million of the Series A Bridge Loans.

The Credit Agreement provides that all Bridge Loans and all Term Loans (as defined below) shall be senior secured obligations of Wireless and shall be guaranteed on a senior secured basis by the Company and its subsidiaries (other than Wireless) subject to certain pre-existing and new purchase money security interests held by third parties. The obligations of Wireless and the Guarantors under the Credit Agreement are secured by security interests in substantially all of the assets, other than certain permitted exceptions, of Wireless and the Guarantors, including the capital stock of Wireless and the Guarantors, as more fully described in (a) the Security Agreement dated as of February 22, 2005, by and among Wireless, the Company, the other Guarantors and the Administrative Agent, and (b) the Pledge Agreement dated as of February 22, 2005, by and among MetroPCS Communications, Inc., Wireless, the Company, the other Guarantors and the Administrative Agent.

Subject to and in accordance with the provisions of the Credit Agreement, the Bridge Loans will mature and become due and payable on March 21, 2006. If, as of the maturity date of the Bridge Loans, the Bridge Loans have not been paid in full (and the additional conditions set forth in the Credit Agreement are satisfied, including the absence of any defaults), all outstanding Bridge Loans shall be converted into term loans (“Term Loans”) maturing on March 21, 2010.

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.

	~~METROPCS, INC.~~		METROPCS, INC.
Date: February 23, 2005	By:	/s/ J. Lyle Patrick
	Date: March 1, 2005		By:	/s/ Roger D. Linquist
	Name: Title:	J. Lyle Patrick Vice President and Chief Financial Officer
			Name:	Roger D. Linquist
			Title:	President and Chief Executive Officer

Filing Compare · METROPCS INC