SEC Comment Letter for T-Mobile US, Inc. (TMUS) (CIK 0001283699) (TMUS) — Mar 29, 2007
T-Mobile US, Inc. (TMUS) (CIK 0001283699)
Date: March 29, 2007 · CIK: 0001283699 · Accession: 0000000000-07-015855
AI Filing Summary & Sentiment
File numbers found in text: 333-139793
Letter
March 29, 2007 Mr. Roger D. Linquist Chief Executive Officer MetroPCS Communications, Inc. 8144 Walnut Hill Lane Suite 800 Dallas, TX 75231-4388 Amendment No. 2 to Registra tion Statement on Form 10 Filed March 5, 2007 File No: 0-50869
Re: MetroPCS Communications, Inc. Amendment No. 3 to Registrati on Statement on Form S-1 Filed March 19, 2007 File No. 333-139793
Dear Mr. Linquist:
We have reviewed your filings and have the following comments. Please amend the registration statements in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Form S-1 1. In light of the recent amendment and restatement to the Stockholders Agreement as announced in a Form 8-K filed on Ma rch 27, please revise the appropriate sections of the registration statement. Fo r example, clarify the reasons behind the modification to the 2005 stockholders agr eement and reflect who in the selling shareholder table is a party to the agreement.
Mr. Roger D. Linquist MetroPCS Communications, Inc. March 29, 2007 p. 2
The Offering, page 5 2. Update the number of shares outstanding to March 31 so that the disclosure is consistent with that on page 158.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 48
Results of Operations, page 59 3. Expand the discussion under Net Income to address the reasons underlying the operating losses in your Expa nsion Markets, including wh ether this represents a trend and what you intend to do about it.
Liquidity and Capital Resources, page 85 4. We reissue prior comment 36 to our letter dated February 2. Clarify what the reference to “4.5 to 1.0” is intended to m ean and indicate what your ratio was as of December 31, 2006. Security Ownership of Principal and Selling Stockholders, page 158 5. With respect to the shares to be offered for resale by each selling shareholder that is a legal entity, please disclose the na tural person or persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares to be offered by that shareholder. 6. Clarify whether the selling shareholders listed on page 159 are broker-dealers or affiliates of broker-dealers. For those selling shareholders that are broker-dealers, identify the selling shareholders as underw riters. For those selling shareholders that are affiliates of broker-dealers, in clude a representation that the affiliate purchased the shares in the ordinary course of business and that at the time of purchase, the seller had no agreements or understandings, directly or indirectly, with any person to distribute the se curities. If you cannot make this representation, identify the affilia te as an underwriter as well.
Form 10 7. Please amend your Form 10 to comply with the above comments.
Mr. Roger D. Linquist MetroPCS Communications, Inc. March 29, 2007 p. 3
* * * * *
Please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to e xpedite our review. Please furnish a response letter with your am endment that keys your responses to our comments and provides any requested suppl emental information. Please submit the response letter on EDGAR as correspondence. Deta iled response letters greatly facilitate our review. Please understand that we may have additional commen ts after reviewing your amendment and responses to our comments.
You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349, or Terry French, Accountant Branch Chief, at (202) 551-3828, if you have questions regarding comments on the financial statements and related matters. Please contact William Bennett, Staff Attorney, at (202) 551-3389, or me, at (202) 551-3810, with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
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Mail Stop 3720 March 29, 2007 Mr. Roger D. Linquist Chief Executive Officer MetroPCS Communications, Inc. 8144 Walnut Hill Lane Suite 800 Dallas, TX 75231-4388 Re: MetroPCS Communications, Inc. Amendment No. 3 to Registrati on Statement on Form S-1 Filed March 19, 2007 File No. 333-139793 Amendment No. 2 to Registra tion Statement on Form 10 Filed March 5, 2007 File No: 0-50869 Dear Mr. Linquist: We have reviewed your filings and have the following comments. Please amend the registration statements in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Form S-1 1. In light of the recent amendment and restatement to the Stockholders Agreement as announced in a Form 8-K filed on Ma rch 27, please revise the appropriate sections of the registration statement. Fo r example, clarify the reasons behind the modification to the 2005 stockholders agr eement and reflect who in the selling shareholder table is a party to the agreement. Mr. Roger D. Linquist MetroPCS Communications, Inc. March 29, 2007 p. 2 The Offering, page 5 2. Update the number of shares outstanding to March 31 so that the disclosure is consistent with that on page 158. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 48 Results of Operations, page 59 3. Expand the discussion under Net Income to address the reasons underlying the operating losses in your Expa nsion Markets, including wh ether this represents a trend and what you intend to do about it. Liquidity and Capital Resources, page 85 4. We reissue prior comment 36 to our letter dated February 2. Clarify what the reference to “4.5 to 1.0” is intended to m ean and indicate what your ratio was as of December 31, 2006. Security Ownership of Principal and Selling Stockholders, page 158 5. With respect to the shares to be offered for resale by each selling shareholder that is a legal entity, please disclose the na tural person or persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares to be offered by that shareholder. 6. Clarify whether the selling shareholders listed on page 159 are broker-dealers or affiliates of broker-dealers. For those selling shareholders that are broker-dealers, identify the selling shareholders as underw riters. For those selling shareholders that are affiliates of broker-dealers, in clude a representation that the affiliate purchased the shares in the ordinary course of business and that at the time of purchase, the seller had no agreements or understandings, directly or indirectly, with any person to distribute the se curities. If you cannot make this representation, identify the affilia te as an underwriter as well. Form 10 7. Please amend your Form 10 to comply with the above comments. Mr. Roger D. Linquist MetroPCS Communications, Inc. March 29, 2007 p. 3 * * * * * Please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to e xpedite our review. Please furnish a response letter with your am endment that keys your responses to our comments and provides any requested suppl emental information. Please submit the response letter on EDGAR as correspondence. Deta iled response letters greatly facilitate our review. Please understand that we may have additional commen ts after reviewing your amendment and responses to our comments. You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349, or Terry French, Accountant Branch Chief, at (202) 551-3828, if you have questions regarding comments on the financial statements and related matters. Please contact William Bennett, Staff Attorney, at (202) 551-3389, or me, at (202) 551-3810, with any other questions. Sincerely, Larry Spirgel Assistant Director cc: Via Facsimile: (214) 661-4735 Andrew M. Baker, Esq. Baker Botts L.L.P.