0001193125-15-054209.txt : 20150219 0001193125-15-054209.hdr.sgml : 20150219 20150219161012 ACCESSION NUMBER: 0001193125-15-054209 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20150219 DATE AS OF CHANGE: 20150219 EFFECTIVENESS DATE: 20150219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE WEST LLC CENTRAL INDEX KEY: 0001578111 IRS NUMBER: 364027581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-27 FILM NUMBER: 15631856 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE NORTHEAST LLC CENTRAL INDEX KEY: 0001578087 IRS NUMBER: 522069434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-30 FILM NUMBER: 15631863 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNCOM WIRELESS LICENSE CO, LLC CENTRAL INDEX KEY: 0001578119 IRS NUMBER: 753172489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-37 FILM NUMBER: 15631867 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNCOM WIRELESS INC CENTRAL INDEX KEY: 0001064735 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 232930873 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-33 FILM NUMBER: 15631869 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: TRITON PCS INC DATE OF NAME CHANGE: 19980623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-Mobile USA, Inc. CENTRAL INDEX KEY: 0001578078 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 911983600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-20 FILM NUMBER: 15631876 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS Georgia LLC CENTRAL INDEX KEY: 0001399080 IRS NUMBER: 680618386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-15 FILM NUMBER: 15631888 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOICESTREAM PCS I IOWA CORP CENTRAL INDEX KEY: 0001578115 IRS NUMBER: 911869520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-24 FILM NUMBER: 15631855 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE SUBSIDIARY IV CORP CENTRAL INDEX KEY: 0001578096 IRS NUMBER: 912116909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-01 FILM NUMBER: 15631857 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE PUERTO RICO HOLDINGS LLC CENTRAL INDEX KEY: 0001578092 IRS NUMBER: 202209577 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-28 FILM NUMBER: 15631861 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNCOM WIRELESS PROPERTY CO, L.L.C. CENTRAL INDEX KEY: 0001578121 IRS NUMBER: 432065344 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-34 FILM NUMBER: 15631866 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRITON PCS HOLDINGS CO LLC CENTRAL INDEX KEY: 0001069538 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 232941874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-25 FILM NUMBER: 15631870 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE FINANCIAL LLC CENTRAL INDEX KEY: 0001618230 IRS NUMBER: 471324347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-42 FILM NUMBER: 15631875 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS Texas LLC CENTRAL INDEX KEY: 0001399078 IRS NUMBER: 202508993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-09 FILM NUMBER: 15631882 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS New York LLC CENTRAL INDEX KEY: 0001399075 IRS NUMBER: 208303519 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-11 FILM NUMBER: 15631884 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS Massachusetts LLC CENTRAL INDEX KEY: 0001399077 IRS NUMBER: 208303630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-14 FILM NUMBER: 15631887 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS Florida LLC CENTRAL INDEX KEY: 0001399084 IRS NUMBER: 680618383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-16 FILM NUMBER: 15631889 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS California LLC CENTRAL INDEX KEY: 0001399081 IRS NUMBER: 680618381 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-17 FILM NUMBER: 15631854 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE CENTRAL LLC CENTRAL INDEX KEY: 0001578084 IRS NUMBER: 911973799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-32 FILM NUMBER: 15631865 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWERTEL MEMPHIS LICENSES, INC. CENTRAL INDEX KEY: 0001578082 IRS NUMBER: 582228915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-41 FILM NUMBER: 15631878 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS Pennsylvania LLC CENTRAL INDEX KEY: 0001399073 IRS NUMBER: 208303570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-10 FILM NUMBER: 15631883 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOICESTREAM PITTSBURGH GENERAL PARTNER, INC. CENTRAL INDEX KEY: 0001578116 IRS NUMBER: 363875668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-23 FILM NUMBER: 15631890 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-Mobile US, Inc. CENTRAL INDEX KEY: 0001283699 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 200836269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425 FILM NUMBER: 15631853 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 800-318-9270 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: METROPCS COMMUNICATIONS INC DATE OF NAME CHANGE: 20040315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE RESOURCES CORP CENTRAL INDEX KEY: 0001578098 IRS NUMBER: 911909782 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-03 FILM NUMBER: 15631859 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNCOM WIRELESS OPERATING CO LLC CENTRAL INDEX KEY: 0001069534 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 232974309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-35 FILM NUMBER: 15631868 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: TRITON PCS OPERATING CO LLC DATE OF NAME CHANGE: 19980903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWERTEL/MEMPHIS, INC. CENTRAL INDEX KEY: 0001578107 IRS NUMBER: 582228912 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-40 FILM NUMBER: 15631879 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNCOM WIRELESS INVESTMENT CO LLC CENTRAL INDEX KEY: 0001578118 IRS NUMBER: 300283150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-38 FILM NUMBER: 15631880 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE SOUTH LLC CENTRAL INDEX KEY: 0001578097 IRS NUMBER: 203945483 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-02 FILM NUMBER: 15631858 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROPCS NETWORKS CALIFORNIA, LLC CENTRAL INDEX KEY: 0001578101 IRS NUMBER: 204956821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-06 FILM NUMBER: 15631881 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOICESTREAM PITTSBURGH, L.P. CENTRAL INDEX KEY: 0001578100 IRS NUMBER: 161442506 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-22 FILM NUMBER: 15631891 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNCOM WIRELESS HOLDINGS, INC. CENTRAL INDEX KEY: 0001091973 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 232974475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-39 FILM NUMBER: 15631871 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: TRITON PCS HOLDINGS INC DATE OF NAME CHANGE: 19990728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS Michigan, LLC CENTRAL INDEX KEY: 0001399079 IRS NUMBER: 202509038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-13 FILM NUMBER: 15631886 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: MetroPCS Michigan Inc. DATE OF NAME CHANGE: 20130614 FORMER COMPANY: FORMER CONFORMED NAME: MetroPCS Michigan Inc DATE OF NAME CHANGE: 20070509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRITON PCS FINANCE CO INC CENTRAL INDEX KEY: 0001137510 IRS NUMBER: 510393831 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-26 FILM NUMBER: 15631872 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IBSV LLC CENTRAL INDEX KEY: 0001578081 IRS NUMBER: 912116910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-18 FILM NUMBER: 15631874 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: GSV LLC DATE OF NAME CHANGE: 20130529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE PCS HOLDINGS LLC CENTRAL INDEX KEY: 0001578091 IRS NUMBER: 912159335 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-29 FILM NUMBER: 15631862 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE PUERTO RICO LLC CENTRAL INDEX KEY: 0001578093 IRS NUMBER: 660649631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-04 FILM NUMBER: 15631860 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-MOBILE LICENSE LLC CENTRAL INDEX KEY: 0001578085 IRS NUMBER: 911917328 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-31 FILM NUMBER: 15631864 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetroPCS Nevada LLC CENTRAL INDEX KEY: 0001399076 IRS NUMBER: 208303430 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-12 FILM NUMBER: 15631885 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROPCS NETWORKS FLORIDA, LLC CENTRAL INDEX KEY: 0001578102 IRS NUMBER: 204957100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-05 FILM NUMBER: 15631877 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNCOM WIRELESS MANAGEMENT CO, INC. CENTRAL INDEX KEY: 0001069539 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 232940271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-189425-36 FILM NUMBER: 15631873 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 425-378-4000 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: TRITON MANAGEMENT CO INC DATE OF NAME CHANGE: 19980903 POSASR 1 d875701dposasr.htm POSASR POSASR

As filed with the Securities and Exchange Commission on February 19, 2015

Registration No. 333-189425

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

T-Mobile US, Inc.

T-Mobile USA, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

Delaware

20-0836269

91-1983600

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

Additional Registrants

(See Table of Additional Registrants on next page)

12920 SE 38th Street

Bellevue, Washington 98006

(425) 378-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

John J. Legere

Chief Executive Officer

T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

(425) 378-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

David A. Miller

Executive Vice President, General

Counsel and Secretary

T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

(425) 378-4000

  

Eric A. DeJong

Jason Day

Perkins Coie LLP

1201 Third Avenue, Suite 4900

Seattle, Washington 98101

(206) 359-8000

  

Adam O. Emmerich

DongJu Song

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement, as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

  

Amount

to be

Registered

  

Proposed

Maximum

Offering Price

Per Unit (4)

  

Proposed

Maximum
Aggregate

Offering Price (4)

   Amount of
Registration Fee (4)

6.464% Senior Notes due 2019 of T-Mobile USA, Inc.

   $1,250,000,000 (1)            

Senior Reset Notes due 2019 of T-Mobile USA, Inc.

   $1,250,000,000 (1)            

6.542% Senior Notes due 2020 of T-Mobile USA, Inc.

   $1,250,000,000 (1)            

Senior Reset Notes due 2020 of T-Mobile USA, Inc.

   $1,250,000,000 (1)            

6.633% Senior Notes due 2021 of T-Mobile USA, Inc.

   $1,250,000,000 (1)            

Senior Reset Notes due 2021 of T-Mobile USA, Inc.

   $1,250,000,000 (1)            

6.731% Senior Notes due 2022 of T-Mobile USA, Inc.

   $1,250,000,000 (1)            

Senior Reset Notes due 2022 of T-Mobile USA, Inc.

   $1,250,000,000 (1)            

6.836% Senior Notes due 2023 of T-Mobile USA, Inc.

   $600,000,000 (1)            

Senior Reset Notes due 2023 of T-Mobile USA, Inc.

   $600,000,000 (1)            

Guarantees of Notes of T-Mobile USA, Inc.

   (2)            

Common Stock, par value $0.00001 per share, of T-Mobile US, Inc. (3)

   535,286,077 (3)            

Total

        

 

 

(1) Represents the aggregate principal amount of the notes issued by T-Mobile USA, Inc., a wholly-owned subsidiary of T-Mobile US, Inc.
(2) The notes of T-Mobile USA, Inc. are guaranteed by T-Mobile US, Inc. and the guarantors named in the Table of Additional Registrants below. No separate consideration will be paid in respect of the guarantees pursuant to Rule 457(n) of the Securities Act of 1933, as amended (the “Securities Act”) because the guarantees relate to other securities that are being registered concurrently.
(3) Pursuant to Rule 416 under the Securities Act, this registration statement also covers such additional number of shares of common stock issuable upon stock splits, stock dividends, reclassifications, recapitalizations, combinations or similar events, with respect to the shares of common stock being registered pursuant to this registration statement.
(4) In accordance with Rule 456(b) and Rule 457(r) under the Securities Act, the registrant is deferring payment of the registration fee. Pursuant to Rule 457(n), no separate filing fee is required for the guarantees.

 

 

 

TABLE OF ADDITIONAL REGISTRANTS

 

Exact name of registrant as specified in its charter (1)

       

State or other jurisdiction of

incorporation or organization

        

I.R.S. Employer

Identification Number

IBSV LLC      Delaware       91-2116910
MetroPCS California, LLC      Delaware       68-0618381
MetroPCS Florida, LLC      Delaware       68-0618383
MetroPCS Georgia, LLC      Delaware       68-0618386
MetroPCS Massachusetts, LLC      Delaware       20-8303630
MetroPCS Michigan, LLC      Delaware       20-2509038
MetroPCS Networks California, LLC      Delaware       20-4956821
MetroPCS Networks Florida, LLC      Delaware       20-4957100
MetroPCS Nevada, LLC      Delaware       20-8303430
MetroPCS New York, LLC      Delaware       20-8303519
MetroPCS Pennsylvania, LLC      Delaware       20-8303570
MetroPCS Texas, LLC      Delaware       20-2508993
Powertel Memphis Licenses, Inc.      Delaware       58-2228915
Powertel/Memphis, Inc.      Delaware       58-2228912
SunCom Wireless Holdings, Inc.      Delaware       23-2974475
SunCom Wireless Investment Company LLC      Delaware       30-0283150
SunCom Wireless License Company, LLC      Delaware       75-3172489
SunCom Wireless Management Company, Inc.      Delaware       23-2940271
SunCom Wireless Operating Company, L.L.C.      Delaware       23-2974309
SunCom Wireless Property Company, L.L.C.      Delaware       43-2065344
SunCom Wireless, Inc.      Delaware       23-2930873
T-Mobile Central LLC      Delaware       91-1973799
T-Mobile Financial LLC      Delaware       47-1324347
T-Mobile License LLC      Delaware       91-1917328
T-Mobile Northeast LLC      Delaware       52-2069434
T-Mobile PCS Holdings LLC      Delaware       91-2159335
T-Mobile Puerto Rico Holdings LLC      Delaware       20-2209577
T-Mobile Puerto Rico LLC      Delaware       66-0649631
T-Mobile Resources Corporation      Delaware       91-1909782
T-Mobile South LLC      Delaware       20-3945483
T-Mobile Subsidiary IV Corporation      Delaware       91-2116909
T-Mobile West LLC      Delaware       36-4027581
Triton PCS Finance Company, Inc.      Delaware       51-0393831
Triton PCS Holdings Company L.L.C.      Delaware       23-2941874
VoiceStream PCS I Iowa Corporation      Delaware       91-1869520
VoiceStream Pittsburgh General Partner, Inc.      Delaware       36-3875668
VoiceStream Pittsburgh, L.P.      Delaware       16-1442506

 

(1) The address of each registrant is 12920 SE 38th Street, Bellevue, Washington 98006, and the telephone number is (425) 378-4000.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (the “Amendment”) to the registration statement on Form S-3 (Registration No. 333-189425) initially filed by T-Mobile US, Inc. and T-Mobile USA, Inc. on June 18, 2013 with the Securities and Exchange Commission (the “Registration Statement”) is filed to add T-Mobile Financial LLC as a co-registrant to the Registration Statement and to register T-Mobile Financial LLC’s guarantees of the debt securities covered by the Registration Statement.

No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Our estimated expenses in connection with the issuance and distribution of the securities being registered are set forth in the following table.

 

SEC Registration Fee

      $ *   

Legal Fees and Expenses

      **   

Trustee Fees and Expenses

      **   

Accounting Fees and Expenses

      **   

Printing Expenses

      **   

NYSE and Other Listing Fees

      **   

Miscellaneous

      **   
  

 

 

  

Total

   $ **   
  

 

 

  

 

* In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the registration fee for the securities offered by this prospectus.
** These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides, in effect, that any person made a party to any action by reason of the fact that he is or was a director, officer, employee or agent of the Company may and, in some cases, must be indemnified by the Company against, in the case of a non-derivative action, judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys’ fees) incurred by him as a result of such action and in the case of a derivative action, against expenses (including attorneys’ fees), if in either type of action he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal action, he had no reasonable cause to believe his conduct was unlawful. This indemnification does not apply, in a derivative action, to matters as to which it is adjudged that the director, officer, employee or agent is liable to the Company, unless upon court order it is determined that, despite such adjudication of liability, but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for expenses.

Our certificate of incorporation provides that no director is liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL. Our amended and restated bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. We have entered into indemnification agreements with all of our directors and executive officers and have purchased directors’ and officers’ liability insurance.

Any underwriting agreement will provide for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act, or otherwise.

Item 16. Exhibits

The following exhibits are filed as part of this registration statement:

 

Exhibit No.

   

Document

  2.1    Business Combination Agreement, among Deutsche Telekom AG, T-Mobile USA, Inc., T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and MetroPCS Communications, Inc., dated as of October 3, 2012 (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on October 3, 2012).
  2.2    Amendment No. 1 to the Business Combination Agreement, among Deutsche Telekom AG, T-Mobile USA, Inc., T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and MetroPCS Communications, Inc., dated as of April 14, 2013 (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on April 15, 2013).

 

II-1

Exhibit No.

   

Document

  3.1    Fourth Amended and Restated Certificate of Incorporation of T-Mobile US, Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on May 2, 2013).
  3.2    Fifth Amended and Restated Bylaws of T-Mobile US, Inc. (Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K, filed on May 2, 2013).
  3.3    Amended and Restated Certificate of Incorporation of T-Mobile USA, Inc. (Incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.4    Amended and Restated Bylaws of T-Mobile USA, Inc. (Incorporated by reference to Exhibit 3.4 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.5    Certificate of Formation of IBSV LLC, formerly known as GSV LLC (Incorporated by reference to Exhibit 3.5 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.6    Limited Liability Company Certificate of Amendment of IBSV LLC (Incorporated by reference to Exhibit 3.81 to our Post-Effective Amendment No. 1 to Form S-3, filed on September 3, 2014).
  3.7    Limited Liability Company Agreement of IBSV LLC, formerly known as GSV LLC (Incorporated by reference to Exhibit 3.6 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.8    Certificate of Incorporation of Powertel Memphis Licenses, Inc., as amended (Incorporated by reference to Exhibit 3.7 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.9    Amended and Restated Bylaws of Powertel Memphis Licenses, Inc. (Incorporated by reference to Exhibit 3.8 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.10    Certification of Incorporation of Powertel/Memphis, Inc., as amended (Incorporated by reference to Exhibit 3.9 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.11    Amended and Restated Bylaws of Powertel/Memphis, Inc. (Incorporated by reference to Exhibit 3.10 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.12    Restated Certificate of Incorporation of SunCom Wireless Holdings, Inc., as amended (Incorporated by reference to Exhibit 3.11 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.13    Amended and Restated Bylaws of SunCom Wireless Holdings, Inc. (Incorporated by reference to Exhibit 3.12 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.14    Certificate of Formation of SunCom Wireless Investment Company LLC, as amended (Incorporated by reference to Exhibit 3.13 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.15    Limited Liability Company Agreement of SunCom Wireless Investment Company LLC (Incorporated by reference to Exhibit 3.14 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.16    Certificate of Formation of SunCom Wireless License Company, LLC, as amended (Incorporated by reference to Exhibit 3.15 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.17    Limited Liability Company Agreement of SunCom Wireless License Company, LLC (Incorporated by reference to Exhibit 3.16 to our Registration Statement on Form S-4, filed on December 13, 2013).

Exhibit No.

   

Document

  3.18    Certificate of Incorporation of SunCom Wireless Management Company, Inc., as amended (Incorporated by reference to Exhibit 3.17 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.19    Bylaws of SunCom Wireless Management Company, Inc. (Incorporated by reference to Exhibit 3.18 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.20    Certificate of Formation of SunCom Wireless Operating Company, L.L.C., as amended (Incorporated by reference to Exhibit 3.19 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.21    Limited Liability Company Agreement of SunCom Wireless Operating Company, L.L.C. (Incorporated by reference to Exhibit 3.20 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.22    Certificate of Formation of SunCom Wireless Property Company, L.L.C., as amended (Incorporated by reference to Exhibit 3.21 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.23    Limited Liability Company Agreement of SunCom Wireless Property Company, L.L.C. (Incorporated by reference to Exhibit 3.22 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.24    Certificate of Incorporation of SunCom Wireless, Inc., as amended (Incorporated by reference to Exhibit 3.23 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.25    Bylaws of SunCom Wireless, Inc. (Incorporated by reference to Exhibit 3.24 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.26    Certificate of Formation of T-Mobile Central LLC, as amended (Incorporated by reference to Exhibit 3.25 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.27    Limited Liability Company Agreement of T-Mobile Central LLC (Incorporated by reference to Exhibit 3.26 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.28    Certificate of Formation of T-Mobile License LLC (Incorporated by reference to Exhibit 3.27 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.29    Limited Liability Company Agreement of T-Mobile License LLC (Incorporated by reference to Exhibit 3.28 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.30    Certificate of Formation of T-Mobile Northeast LLC (Incorporated by reference to Exhibit 3.29 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.31    Limited Liability Company Agreement of T-Mobile Northeast LLC (Incorporated by reference to Exhibit 3.30 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.32    Certificate of Formation of T-Mobile PCS Holdings LLC, as amended (Incorporated by reference to Exhibit 3.31 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.33    Limited Liability Company Agreement of T-Mobile PCS Holdings LLC (Incorporated by reference to Exhibit 3.32 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.34    Certificate of Formation of T-Mobile Puerto Rico Holdings LLC, as amended (Incorporated by reference to Exhibit 3.33 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.35    Limited Liability Company Agreement of T-Mobile Puerto Rico Holdings LLC (Incorporated by reference to Exhibit 3.34 to our Registration Statement on Form S-4, filed on December 13, 2013).

Exhibit No.

   

Document

  3.36    Certificate of Formation of T-Mobile Puerto Rico LLC, as amended (Incorporated by reference to Exhibit 3.35 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.37    Amended and Restated Limited Liability Company Agreement of T-Mobile Puerto Rico LLC (Incorporated by reference to Exhibit 3.36 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.38    Certificate of Incorporation of T-Mobile Resources Corporation, as amended (Incorporated by reference to Exhibit 3.37 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.39    Bylaws of T-Mobile Resources Corporation (Incorporated by reference to Exhibit 3.38 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.40    Certificate of Formation of T-Mobile South LLC (Incorporated by reference to Exhibit 3.39 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.41    Limited Liability Company Agreement of T-Mobile South LLC (Incorporated by reference to Exhibit 3.40 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.42    Certificate of Incorporation of T-Mobile Subsidiary IV Corporation, as amended (Incorporated by reference to Exhibit 3.41 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.43    Bylaws of T-Mobile Subsidiary IV Corporation (Incorporated by reference to Exhibit 3.42 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.44    Certificate of Formation of T-Mobile West LLC (Incorporated by reference to Exhibit 3.43 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.45    Limited Liability Company Agreement of T-Mobile West LLC (Incorporated by reference to Exhibit 3.44 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.46    Certificate of Incorporation of Triton PCS Finance Company, Inc. (Incorporated by reference to Exhibit 3.45 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.47    Bylaws of Triton PCS Finance Company, Inc. (Incorporated by reference to Exhibit 3.46 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.48    Certificate of Formation of Triton PCS Holdings Company L.L.C., as amended (Incorporated by reference to Exhibit 3.47 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.49    Limited Liability Company Agreement of Triton PCS Holdings Company L.L.C. (Incorporated by reference to Exhibit 3.48 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.50    Certificate of Incorporation of VoiceStream PCS I Iowa Corporation, as amended (Incorporated by reference to Exhibit 3.49 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.51    Bylaws of VoiceStream PCS I Iowa Corporation (Incorporated by reference to Exhibit 3.50 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.52    Certificate of Incorporation of VoiceStream Pittsburgh General Partner, Inc., as amended (Incorporated by reference to Exhibit 3.51 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.53    Bylaws of VoiceStream Pittsburgh General Partner, Inc. (Incorporated by reference to Exhibit 3.52 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.54    Certificate of Limited Partnership of VoiceStream Pittsburgh, L.P., as amended (Incorporated by reference to Exhibit 3.53 to our Registration Statement on Form S-4, filed on December 13, 2013).

Exhibit No.

   

Document

  3.55    Agreement Establishing VoiceStream Pittsburgh, L.P. (Incorporated by reference to Exhibit 3.54 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.56    Certificate of Formation of MetroPCS California, LLC, as amended (Incorporated by reference to Exhibit 3.55 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.57    Amended and Restated Limited Liability Company Agreement of MetroPCS California, LLC (Incorporated by reference to Exhibit 3.56 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.58    Certificate of Formation of MetroPCS Florida, LLC (Incorporated by reference to Exhibit 3.57 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.59    Amended and Restated Limited Liability Company Agreement of MetroPCS Florida, LLC (Incorporated by reference to Exhibit 3.58 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.60    Certificate of Formation of MetroPCS Georgia, LLC (Incorporated by reference to Exhibit 3.59 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.61    Amended and Restated Limited Liability Company Agreement of MetroPCS Georgia, LLC (Incorporated by reference to Exhibit 3.60 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.62    Certificate of Formation of MetroPCS Massachusetts, LLC (Incorporated by reference to Exhibit 3.61 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.63    Amended and Restated Limited Liability Company Agreement of MetroPCS Massachusetts, LLC (Incorporated by reference to Exhibit 3.62 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.64    Certificate of Formation of MetroPCS Michigan, LLC (Incorporated by reference to Exhibit 3.63 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.65    Limited Liability Company Agreement of MetroPCS Michigan, LLC (Incorporated by reference to Exhibit 3.64 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.66    Certificate of Formation of MetroPCS Nevada, LLC (Incorporated by reference to Exhibit 3.65 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.67    Amended and Restated Limited Liability Company Agreement of MetroPCS Nevada, LLC (Incorporated by reference to Exhibit 3.66 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.68    Certificate of Formation of MetroPCS New York, LLC (Incorporated by reference to Exhibit 3.67 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.69    Amended and Restated Limited Liability Company Agreement of MetroPCS New York, LLC (Incorporated by reference to Exhibit 3.68 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.70    Certificate of Formation of MetroPCS Pennsylvania, LLC (Incorporated by reference to Exhibit 3.69 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.71    Amended and Restated Limited Liability Company Agreement of MetroPCS Pennsylvania, LLC (Incorporated by reference to Exhibit 3.70 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.72    Certificate of Formation of MetroPCS Texas, LLC (Incorporated by reference to Exhibit 3.71 to our Registration Statement on Form S-4, filed on December 13, 2013).

Exhibit No.

   

Document

  3.73    Second Amended and Restated Limited Liability Company Agreement of MetroPCS Texas, LLC (Incorporated by reference to Exhibit 3.72 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.74    Certificate of Formation of MetroPCS Networks California, LLC, as amended (Incorporated by reference to Exhibit 3.75 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.75    Amended and Restated Limited Liability Company Agreement of MetroPCS Networks California, LLC (Incorporated by reference to Exhibit 3.76 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.76    Certificate of Formation of MetroPCS Networks Florida, LLC, as amended (Incorporated by reference to Exhibit 3.77 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.77    Amended and Restated Limited Liability Company Agreement of MetroPCS Networks Florida, LLC (Incorporated by reference to Exhibit 3.78 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.78    Certificate of Formation of T-Mobile Financial LLC (Incorporated by reference to Exhibit 3.79 to our Post-Effective Amendment No. 1 to Form S-3, filed on September 3, 2014).
  3.79    Limited Liability Company Agreement of T-Mobile Financial LLC (Incorporated by reference to Exhibit 3.80 to our Post-Effective Amendment No. 1 to Form S-3, filed on September 3, 2014).
  4.1    Specimen Common Stock Certificate (Incorporated by reference to Exhibit 99.3 to Amendment No. 1 to our Form 8-A, filed on May 2, 2013).
  4.2    Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.3    First Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.4    Second Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.5    Third Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.6    Fourth Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.7    Fifth Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.6 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.8    Sixth Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.7 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.9    Seventh Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.8 to our Current Report on Form 8-K, filed on May 2, 2013).

Exhibit No.

   

Document

  4.10    Eighth Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.9 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.11    Ninth Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.10 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.12    Tenth Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.11 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.13    Eleventh Supplemental Indenture, dated May 1, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.14    Twelfth Supplemental Indenture, dated July 15, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.18 to our Quarterly Report on Form 10-Q, filed on August 8, 2013).
  4.15    Thirteenth Supplemental Indenture, dated August 21, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on August 22, 2013).
  4.16    Fourteenth Supplemental Indenture, dated November 21, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on November 22, 2013).
  4.17    Fifteenth Supplemental Indenture, dated November 21, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on November 22, 2013).
  4.18    Sixteenth Supplemental Indenture, dated August 11, 2014, among T-Mobile USA, Inc., T-Mobile Financial LLC, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.3 to our Quarterly Report on Form 10-Q, filed on October 28, 2014).
  4.19    Stockholder’s Agreement, dated April 30, 2013, between Deutsche Telekom AG and MetroPCS Communications, Inc. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.20    Waiver of Required Approval under Section 3.6(a) of the Stockholder’s Agreement, dated August 7, 2013, between T-Mobile US, Inc. and Deutsche Telekom AG (Incorporated by reference to Exhibit 10.10 to our Quarterly Report on Form 10-Q, filed on August 8, 2013).
  4.21    Rights Agreement, dated as of March 29, 2007, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on March 30, 2007).
  4.22    Amendment No. 1 to the Rights Agreement, dated October 3, 2012, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on October 3, 2012).
  4.23    Noteholder Agreement, dated as of April 28, 2013, by and between Deutsche Telekom AG and T-Mobile USA, Inc. (Incorporated by reference to Exhibit 4.13 to our Current Report on Form 8-K, filed on May 2, 2013).
  5.1*    Opinion of Perkins Coie LLP as to the securities covered by our Registration Statement on Form S-3, filed on June 18, 2013.

Exhibit No.

   

Document

  5.2†    Opinion of Perkins Coie LLP as to the guarantees covered by this Post-Effective Amendment No. 1 to Form S-3.
12.1    Calculation of Ratio of Earnings to Fixed Charges (Incorporated by reference to Exhibit 12.1 to our Annual Report on Form 10-K, filed on February 19, 2015).
23.1†    Consent of Perkins Coie LLP (included in Exhibit 5.2).
23.2†    Consent of PricewaterhouseCoopers LLP.
24.1    Power of Attorney (Incorporated by reference to the signature pages of our Registration Statement on Form S-3, filed on June 18, 2013).
25.1†    Statement of Eligibility of Trustee (Form T-1).

 

† Filed herewith.
* Previously filed.

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser:

 

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 19, 2015.

 

T-MOBILE US, INC.
By:  

/s/ J. Braxton Carter

 

J. Braxton Carter

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

   

Date

*

John J. Legere

    President and Chief Executive Officer and Director (Principal Executive Officer)    February 19, 2015

/s/ J. Braxton Carter

J. Braxton Carter

    Executive Vice President and Chief Financial Officer (Principal Financial Officer)    February 19, 2015

*

Michael J. Morgan

    Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)    February 19, 2015

*

Timotheus Höttges

    Chairman of the Board    February 19, 2015

*

W. Michael Barnes

    Director    February 19, 2015

*

Srikant Datar

    Director    February 19, 2015

*

Lawrence H. Guffey

    Director    February 19, 2015

*

Raphael Kübler

    Director    February 19, 2015

*

Thorsten Langheim

    Director    February 19, 2015

*

Teresa A. Taylor

    Director    February 19, 2015

*

Kelvin R. Westbrook

    Director    February 19, 2015

 

    Director    February 19, 2015
Thomas Dannenfeldt      

 

    Director    February 19, 2015
Bruno Jacobfeuerborn      

 

* By:

  

/s/ J. Braxton Carter

J. Braxton Carter

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 19, 2015.

 

T-MOBILE USA, INC.
By:  

/s/ J. Braxton Carter

J. Braxton Carter

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

   

Date

*

John J. Legere

    President and Chief Executive Officer (Principal Executive Officer)    February 19, 2015

/s/ J. Braxton Carter

J. Braxton Carter

    Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Director    February 19, 2015

*

Michael J. Morgan

    Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)    February 19, 2015

*

David A. Miller

    Director    February 19, 2015

 

* By:

  

/s/ J. Braxton Carter

J. Braxton Carter

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 19, 2015.

 

IBSV LLC

T-MOBILE NORTHEAST LLC

T-MOBILE LICENSE LLC

T-MOBILE SOUTH LLC

T-MOBILE WEST LLC

By:  

/s/ J. Braxton Carter

J. Braxton Carter

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

   

Date

*

John J. Legere

    President and Chief Executive Officer (Principal Executive Officer)    February 19, 2015

/s/ J. Braxton Carter

J. Braxton Carter

    Executive Vice President and Chief Financial Officer (Principal Financial Officer)    February 19, 2015

*

Michael J. Morgan

    Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)    February 19, 2015

*

David A. Miller

    Manager    February 19, 2015

 

* By:

  

/s/ J. Braxton Carter

J. Braxton Carter

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 19, 2015.

 

POWERTEL MEMPHIS LICENSES, INC.

POWERTEL/MEMPHIS, INC.

SUNCOM WIRELESS HOLDINGS, INC.

SUNCOM WIRELESS MANAGEMENT COMPANY, INC.

SUNCOM WIRELESS, INC.

VOICESTREAM PCS I IOWA CORPORATION

VOICESTREAM PITTSBURGH GENERAL PARTNER, INC.

T-MOBILE RESOURCES CORPORATION

T-MOBILE SUBSIDIARY IV CORPORATION

By:  

/s/ J. Braxton Carter

J. Braxton Carter

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

   

Date

*

John J. Legere

    President and Chief Executive Officer (Principal Executive Officer)    February 19, 2015

/s/ J. Braxton Carter

J. Braxton Carter

    Executive Vice President and Chief Financial Officer (Principal Financial Officer)    February 19, 2015

*

Michael J. Morgan

    Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)    February 19, 2015

*

David A. Miller

    Director    February 19, 2015

 

* By:

  

/s/ J. Braxton Carter

J. Braxton Carter

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 19, 2015.

 

SUNCOM WIRELESS INVESTMENT COMPANY LLC

SUNCOM WIRELESS LICENSE COMPANY, LLC

SUNCOM WIRELESS OPERATING COMPANY, L.L.C.

SUNCOM WIRELESS PROPERTY COMPANY, L.L.C.

T-MOBILE PUERTO RICO HOLDINGS LLC

T-MOBILE PUERTO RICO LLC

TRITON PCS HOLDINGS COMPANY L.L.C.

By:  

/s/ J. Braxton Carter

J. Braxton Carter

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

   

Date

*

John J. Legere

    President and Chief Executive Officer (Principal Executive Officer)    February 19, 2015

/s/ J. Braxton Carter

J. Braxton Carter

    Executive Vice President and Chief Financial Officer (Principal Financial Officer)    February 19, 2015

*

Michael J. Morgan

    Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)    February 19, 2015

*

John J. Legere

   

President and Chief Executive Officer

of SunCom Wireless Management

Company, Inc., the Registrant’s Manager

    February 19, 2015

 

* By:

  

/s/ J. Braxton Carter

J. Braxton Carter

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 19, 2015.

 

T-MOBILE CENTRAL LLC

T-MOBILE PCS HOLDINGS LLC

By:  

/s/ J. Braxton Carter

J. Braxton Carter

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

   

Date

*

John J. Legere

    President and Chief Executive Officer (Principal Executive Officer)    February 19, 2015

/s/ J. Braxton Carter

J. Braxton Carter

    Executive Vice President and Chief Financial Officer (Principal Financial Officer)    February 19, 2015

*

Michael J. Morgan

    Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)    February 19, 2015

*

John J. Legere

   

President and Chief Executive Officer

of T-Mobile USA, Inc., the Registrant’s Member

    February 19, 2015

 

* By:

  

/s/ J. Braxton Carter

J. Braxton Carter

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 19, 2015.

 

TRITON PCS FINANCE COMPANY, INC.
By:  

/s/ David A. Miller

David A. Miller

President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

   

Date

/s/ David A. Miller

David A. Miller

    President and Director    February 19, 2015

*

Brian T. Harrison

    Vice President and Assistant Secretary, and Director    February 19, 2015

/s/ J. Braxton Carter

J. Braxton Carter

    Director    February 19, 2015

 

* By:

  

/s/ David A. Miller

David A. Miller

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 19, 2015.

 

VOICESTREAM PITTSBURGH, L.P.
By: VoiceStream Pittsburgh General Partner, Inc.
Its: General Partner
By:

 /s/ J. Braxton Carter

J. Braxton Carter

Executive Vice President and Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 19, 2015.

 

METROPCS CALIFORNIA, LLC

METROPCS FLORIDA, LLC

METROPCS GEORGIA, LLC

METROPCS MASSACHUSETTS, LLC

METROPCS MICHIGAN, LLC

METROPCS NEVADA, LLC

METROPCS NEW YORK, LLC

METROPCS PENNSYLVANIA, LLC

METROPCS TEXAS, LLC

METROPCS NETWORKS CALIFORNIA, LLC

METROPCS NETWORKS FLORIDA, LLC

By:  

/s/ J. Braxton Carter

J. Braxton Carter

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

   

Date

*

John J. Legere

    President and Chief Executive Officer (Principal Executive Officer)    February 19, 2015

/s/ J. Braxton Carter

J. Braxton Carter

    Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Manager    February 19, 2015

*

Michael J. Morgan

    Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)    February 19, 2015

*

David A. Miller

    Manager    February 19, 2015

/s/ Thomas C. Keys

Thomas C. Keys

    Manager    February 19, 2015

 

* By:

  

/s/ J. Braxton Carter

J. Braxton Carter

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 19, 2015.

 

T-MOBILE FINANCIAL LLC
By:  

/s/ J. Braxton Carter

J. Braxton Carter

Executive Vice President and Treasurer

Each person whose signature appears below constitutes and appoints Michael J. Morgan and J. Braxton Carter, and each or either of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

   

Date

/s/ Michael J. Morgan

Michael J. Morgan

    President (Principal Executive Officer and Principal Accounting Officer)    February 19, 2015

/s/ J. Braxton Carter

J. Braxton Carter

    Executive Vice President and Treasurer (Principal Financial Officer) and Manager    February 19, 2015

/s/ David A. Miller

David A. Miller

    Manager    February 19, 2015

EXHIBIT INDEX

 

Exhibit No.

   

Document

  2.1    Business Combination Agreement, among Deutsche Telekom AG, T-Mobile USA, Inc., T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and MetroPCS Communications, Inc., dated as of October 3, 2012 (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on October 3, 2012).
  2.2    Amendment No. 1 to the Business Combination Agreement, among Deutsche Telekom AG, T-Mobile USA, Inc., T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and MetroPCS Communications, Inc., dated as of April 14, 2013 (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on April 15, 2013).
  3.1    Fourth Amended and Restated Certificate of Incorporation of T-Mobile US, Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on May 2, 2013).
  3.2    Fifth Amended and Restated Bylaws of T-Mobile US, Inc. (Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K, filed on May 2, 2013).
  3.3    Amended and Restated Certificate of Incorporation of T-Mobile USA, Inc. (Incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.4    Amended and Restated Bylaws of T-Mobile USA, Inc. (Incorporated by reference to Exhibit 3.4 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.5    Certificate of Formation of IBSV LLC, formerly known as GSV LLC (Incorporated by reference to Exhibit 3.5 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.6    Limited Liability Company Certificate of Amendment of IBSV LLC (Incorporated by reference to Exhibit 3.81 to our Post-Effective Amendment No. 1 to Form S-3, filed on September 3, 2014).
  3.7    Limited Liability Company Agreement of IBSV LLC, formerly known as GSV LLC (Incorporated by reference to Exhibit 3.6 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.8    Certificate of Incorporation of Powertel Memphis Licenses, Inc., as amended (Incorporated by reference to Exhibit 3.7 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.9    Amended and Restated Bylaws of Powertel Memphis Licenses, Inc. (Incorporated by reference to Exhibit 3.8 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.10    Certification of Incorporation of Powertel/Memphis, Inc., as amended (Incorporated by reference to Exhibit 3.9 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.11    Amended and Restated Bylaws of Powertel/Memphis, Inc. (Incorporated by reference to Exhibit 3.10 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.12    Restated Certificate of Incorporation of SunCom Wireless Holdings, Inc., as amended (Incorporated by reference to Exhibit 3.11 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.13    Amended and Restated Bylaws of SunCom Wireless Holdings, Inc. (Incorporated by reference to Exhibit 3.12 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.14    Certificate of Formation of SunCom Wireless Investment Company LLC, as amended (Incorporated by reference to Exhibit 3.13 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.15    Limited Liability Company Agreement of SunCom Wireless Investment Company LLC (Incorporated by reference to Exhibit 3.14 to our Registration Statement on Form S-4, filed on December 13, 2013).

Exhibit No.

   

Document

  3.16    Certificate of Formation of SunCom Wireless License Company, LLC, as amended (Incorporated by reference to Exhibit 3.15 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.17    Limited Liability Company Agreement of SunCom Wireless License Company, LLC (Incorporated by reference to Exhibit 3.16 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.18    Certificate of Incorporation of SunCom Wireless Management Company, Inc., as amended (Incorporated by reference to Exhibit 3.17 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.19    Bylaws of SunCom Wireless Management Company, Inc. (Incorporated by reference to Exhibit 3.18 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.20    Certificate of Formation of SunCom Wireless Operating Company, L.L.C., as amended (Incorporated by reference to Exhibit 3.19 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.21    Limited Liability Company Agreement of SunCom Wireless Operating Company, L.L.C. (Incorporated by reference to Exhibit 3.20 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.22    Certificate of Formation of SunCom Wireless Property Company, L.L.C., as amended (Incorporated by reference to Exhibit 3.21 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.23    Limited Liability Company Agreement of SunCom Wireless Property Company, L.L.C. (Incorporated by reference to Exhibit 3.22 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.24    Certificate of Incorporation of SunCom Wireless, Inc., as amended (Incorporated by reference to Exhibit 3.23 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.25    Bylaws of SunCom Wireless, Inc. (Incorporated by reference to Exhibit 3.24 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.26    Certificate of Formation of T-Mobile Central LLC, as amended (Incorporated by reference to Exhibit 3.25 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.27    Limited Liability Company Agreement of T-Mobile Central LLC (Incorporated by reference to Exhibit 3.26 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.28    Certificate of Formation of T-Mobile License LLC (Incorporated by reference to Exhibit 3.27 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.29    Limited Liability Company Agreement of T-Mobile License LLC (Incorporated by reference to Exhibit 3.28 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.30    Certificate of Formation of T-Mobile Northeast LLC (Incorporated by reference to Exhibit 3.29 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.31    Limited Liability Company Agreement of T-Mobile Northeast LLC (Incorporated by reference to Exhibit 3.30 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.32    Certificate of Formation of T-Mobile PCS Holdings LLC, as amended (Incorporated by reference to Exhibit 3.31 to our Registration Statement on Form S-4, filed on December 13, 2013).

Exhibit No.

   

Document

  3.33    Limited Liability Company Agreement of T-Mobile PCS Holdings LLC (Incorporated by reference to Exhibit 3.32 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.34    Certificate of Formation of T-Mobile Puerto Rico Holdings LLC, as amended (Incorporated by reference to Exhibit 3.33 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.35    Limited Liability Company Agreement of T-Mobile Puerto Rico Holdings LLC (Incorporated by reference to Exhibit 3.34 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.36    Certificate of Formation of T-Mobile Puerto Rico LLC, as amended (Incorporated by reference to Exhibit 3.35 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.37    Amended and Restated Limited Liability Company Agreement of T-Mobile Puerto Rico LLC (Incorporated by reference to Exhibit 3.36 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.38    Certificate of Incorporation of T-Mobile Resources Corporation, as amended (Incorporated by reference to Exhibit 3.37 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.39    Bylaws of T-Mobile Resources Corporation (Incorporated by reference to Exhibit 3.38 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.40    Certificate of Formation of T-Mobile South LLC (Incorporated by reference to Exhibit 3.39 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.41    Limited Liability Company Agreement of T-Mobile South LLC (Incorporated by reference to Exhibit 3.40 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.42    Certificate of Incorporation of T-Mobile Subsidiary IV Corporation, as amended (Incorporated by reference to Exhibit 3.41 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.43    Bylaws of T-Mobile Subsidiary IV Corporation (Incorporated by reference to Exhibit 3.42 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.44    Certificate of Formation of T-Mobile West LLC (Incorporated by reference to Exhibit 3.43 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.45    Limited Liability Company Agreement of T-Mobile West LLC (Incorporated by reference to Exhibit 3.44 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.46    Certificate of Incorporation of Triton PCS Finance Company, Inc. (Incorporated by reference to Exhibit 3.45 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.47    Bylaws of Triton PCS Finance Company, Inc. (Incorporated by reference to Exhibit 3.46 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.48    Certificate of Formation of Triton PCS Holdings Company L.L.C., as amended (Incorporated by reference to Exhibit 3.47 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.49    Limited Liability Company Agreement of Triton PCS Holdings Company L.L.C. (Incorporated by reference to Exhibit 3.48 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.50    Certificate of Incorporation of VoiceStream PCS I Iowa Corporation, as amended (Incorporated by reference to Exhibit 3.49 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.51    Bylaws of VoiceStream PCS I Iowa Corporation (Incorporated by reference to Exhibit 3.50 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.52    Certificate of Incorporation of VoiceStream Pittsburgh General Partner, Inc., as amended (Incorporated by reference to Exhibit 3.51 to our Registration Statement on Form S-4, filed on December 13, 2013).

Exhibit No.

   

Document

  3.53    Bylaws of VoiceStream Pittsburgh General Partner, Inc. (Incorporated by reference to Exhibit 3.52 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.54    Certificate of Limited Partnership of VoiceStream Pittsburgh, L.P., as amended (Incorporated by reference to Exhibit 3.53 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.55    Agreement Establishing VoiceStream Pittsburgh, L.P. (Incorporated by reference to Exhibit 3.54 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.56    Certificate of Formation of MetroPCS California, LLC, as amended (Incorporated by reference to Exhibit 3.55 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.57    Amended and Restated Limited Liability Company Agreement of MetroPCS California, LLC (Incorporated by reference to Exhibit 3.56 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.58    Certificate of Formation of MetroPCS Florida, LLC (Incorporated by reference to Exhibit 3.57 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.59    Amended and Restated Limited Liability Company Agreement of MetroPCS Florida, LLC (Incorporated by reference to Exhibit 3.58 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.60    Certificate of Formation of MetroPCS Georgia, LLC (Incorporated by reference to Exhibit 3.59 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.61    Amended and Restated Limited Liability Company Agreement of MetroPCS Georgia, LLC (Incorporated by reference to Exhibit 3.60 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.62    Certificate of Formation of MetroPCS Massachusetts, LLC (Incorporated by reference to Exhibit 3.61 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.63    Amended and Restated Limited Liability Company Agreement of MetroPCS Massachusetts, LLC (Incorporated by reference to Exhibit 3.62 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.64    Certificate of Formation of MetroPCS Michigan, LLC (Incorporated by reference to Exhibit 3.63 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.65    Limited Liability Company Agreement of MetroPCS Michigan, LLC (Incorporated by reference to Exhibit 3.64 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.66    Certificate of Formation of MetroPCS Nevada, LLC (Incorporated by reference to Exhibit 3.65 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.67    Amended and Restated Limited Liability Company Agreement of MetroPCS Nevada, LLC (Incorporated by reference to Exhibit 3.66 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.68    Certificate of Formation of MetroPCS New York, LLC (Incorporated by reference to Exhibit 3.67 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.69    Amended and Restated Limited Liability Company Agreement of MetroPCS New York, LLC (Incorporated by reference to Exhibit 3.68 to our Registration Statement on Form S-4, filed on December 13, 2013).

Exhibit No.

   

Document

  3.70    Certificate of Formation of MetroPCS Pennsylvania, LLC (Incorporated by reference to Exhibit 3.69 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.71    Amended and Restated Limited Liability Company Agreement of MetroPCS Pennsylvania, LLC (Incorporated by reference to Exhibit 3.70 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.72    Certificate of Formation of MetroPCS Texas, LLC (Incorporated by reference to Exhibit 3.71 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.73    Second Amended and Restated Limited Liability Company Agreement of MetroPCS Texas, LLC (Incorporated by reference to Exhibit 3.72 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.74    Certificate of Formation of MetroPCS Networks California, LLC, as amended (Incorporated by reference to Exhibit 3.75 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.75    Amended and Restated Limited Liability Company Agreement of MetroPCS Networks California, LLC (Incorporated by reference to Exhibit 3.76 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.76    Certificate of Formation of MetroPCS Networks Florida, LLC, as amended (Incorporated by reference to Exhibit 3.77 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.77    Amended and Restated Limited Liability Company Agreement of MetroPCS Networks Florida, LLC (Incorporated by reference to Exhibit 3.78 to our Registration Statement on Form S-4, filed on December 13, 2013).
  3.78    Certificate of Formation of T-Mobile Financial LLC (Incorporated by reference to Exhibit 3.79 to our Post-Effective Amendment No. 1 to Form S-3, filed on September 3, 2014).
  3.79    Limited Liability Company Agreement of T-Mobile Financial LLC (Incorporated by reference to Exhibit 3.80 to our Post-Effective Amendment No. 1 to Form S-3, filed on September 3, 2014).
  4.1    Specimen Common Stock Certificate (Incorporated by reference to Exhibit 99.3 to Amendment No. 1 to our Form 8-A, filed on May 2, 2013).
  4.2    Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.3    First Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.4    Second Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.5    Third Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.6    Fourth Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.7    Fifth Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.6 to our Current Report on Form 8-K, filed on May 2, 2013).

Exhibit No.

   

Document

  4.8    Sixth Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.7 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.9    Seventh Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.8 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.10    Eighth Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.9 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.11    Ninth Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.10 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.12    Tenth Supplemental Indenture, dated April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.11 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.13    Eleventh Supplemental Indenture, dated May 1, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.14    Twelfth Supplemental Indenture, dated July 15, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.18 to our Quarterly Report on Form 10-Q, filed on August 8, 2013).
  4.15    Thirteenth Supplemental Indenture, dated August 21, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on August 22, 2013).
  4.16    Fourteenth Supplemental Indenture, dated November 21, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on November 22, 2013).
  4.17    Fifteenth Supplemental Indenture, dated November 21, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on November 22, 2013).
  4.18    Sixteenth Supplemental Indenture, dated August 11, 2014, among T-Mobile USA, Inc., T-Mobile Financial LLC, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.3 to our Quarterly Report on Form 10-Q, filed on October 28, 2014).
  4.19    Stockholder’s Agreement, dated April 30, 2013, between Deutsche Telekom AG and MetroPCS Communications, Inc. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on May 2, 2013).
  4.20    Waiver of Required Approval under Section 3.6(a) of the Stockholder’s Agreement, dated August 7, 2013, between T-Mobile US, Inc. and Deutsche Telekom AG (Incorporated by reference to Exhibit 10.10 to our Quarterly Report on Form 10-Q, filed on August 8, 2013).
  4.21    Rights Agreement, dated as of March 29, 2007, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on March 30, 2007).
  4.22    Amendment No. 1 to the Rights Agreement, dated October 3, 2012, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on October 3, 2012).

Exhibit No.

   

Document

  4.23    Noteholder Agreement, dated as of April 28, 2013, by and between Deutsche Telekom AG and T-Mobile USA, Inc. (Incorporated by reference to Exhibit 4.13 to our Current Report on Form 8-K, filed on May 2, 2013).
  5.1*    Opinion of Perkins Coie LLP as to the securities covered by our Registration Statement on Form S-3, filed on June 18, 2013.
  5.2†    Opinion of Perkins Coie LLP as to the guarantees covered by this Post-Effective Amendment No. 1 to Form S-3.
12.1    Calculation of Ratio of Earnings to Fixed Charges (Incorporated by reference to Exhibit 12.1 to our Annual Report on Form 10-K, filed on February 19, 2015).
23.1†    Consent of Perkins Coie LLP (included in Exhibit 5.2).
23.2†    Consent of PricewaterhouseCoopers LLP.
24.1    Power of Attorney (Incorporated by reference to the signature pages of our Registration Statement on Form S-3, filed on June 18, 2013).
25.1†    Statement of Eligibility of Trustee (Form T-1).

 

† Filed herewith.
* Previously filed.
EX-5.2 2 d875701dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

 

LOGO

February 19, 2015

T-Mobile US, Inc.

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

 

  Re: Post-Effective Amendment No. 1 to Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to T-Mobile US, Inc., a Delaware corporation (the “Parent”), and T-Mobile USA, Inc., a Delaware corporation (“T-Mobile”, and together with Parent, the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (the “Post-Effective Amendment”) which registers for resale by the selling securityholder named therein the additional guarantees (the “New Guarantee”) by T-Mobile Financial LLC, a Delaware limited liability company (the “New Guarantor”), of the senior notes issued by T-Mobile pursuant to that certain Indenture, dated April 28, 2013, as supplemented (the “Indenture”), among T-Mobile, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) which were previously registered for resale, along with the associated guarantees by Parent and the subsidiary guarantors of T-Mobile, on the Registration Statement on Form S-3 (File No. 333-189425) filed with the Commission on June 18, 2013 (the “Registration Statement”).

We have examined the Post-Effective Amendment, the Registration Statement, the Indenture and such documents and records of the Company and other documents as we have deemed necessary for the purpose of this opinion.

In such examination, we have assumed the following without investigation: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; and (iii) the truth, accuracy and completeness of the information contained in the records, documents, instruments and certificates we have reviewed.

Based on the foregoing and subject to the limitations stated below, we are of the opinion that the New Guarantees constitute legal, valid and binding obligations of the New Guarantor, enforceable against the New Guarantor in accordance with their terms.

We express no opinion as to enforceability of any right or obligation to the extent such right and obligation is subject to and limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium, fraudulent transfer or other laws

affecting or relating to the rights of creditors generally; (ii) rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether arising prior to, or after, the date hereof or considered in a proceeding in equity or at law; or (iii) the effect of federal and state securities laws and principles of public policy on the rights of indemnity and contribution.

We have assumed that the Trustee is duly organized and is validly existing and in good standing under its jurisdiction of organization, that the Trustee has the legal capacity, power and authority to perform its obligations under the Indenture, and that the Indenture constitutes the valid and binding obligation of the Trustee, enforceable against it in accordance with its terms.

We hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment and to any other amendments to the Registration Statement, including any and all post-effective amendments, and to the reference to our firm in the prospectus and any prospectus supplements relating to the Registration Statement under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or related Rules.

 

Very truly yours,
 /s/ PERKINS COIE LLP
 EX-23.2 3 d875701dex232.htm EX-23.2 EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 19, 2015 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in T-Mobile US, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014.

/s/ PricewaterhouseCoopers LLP

Seattle, Washington

February 19, 2015

EX-25.1 4 d875701dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

 

 

 

NEW YORK   13-4941247

(Jurisdiction of Incorporation or

organization if not a U.S. national bank)

  

(I.R.S. Employer

Identification no.)

 

60 WALL STREET

NEW YORK, NEW YORK

   10005
(Address of principal executive offices)   (Zip Code)

Deutsche Bank Trust Company Americas

Attention: Catherine Wang

60 Wall Street, Legal Department - 36th Floor

New York, New York 10005

(212) 250 – 7544

(Name, address and telephone number of agent for service)

 

 

T-MOBILE USA, INC.

(Exact name of obligor as specified in its charter)

 

 

 

DELAWARE   91-1983600

(State or other jurisdiction of

incorporation or organization)

  

(IRS Employer

Identification No.)

12920 SE 38th Street

Bellevue, Washington 98006

Tel. No.: (425) 378-4000

(Address and telephone number of Registrant’s principal executive offices)

 

 

6.464% Senior Notes due 2019 of T-Mobile USA, Inc.

Senior Reset Notes due 2019 of T-Mobile USA, Inc.

6.542% Senior Notes due 2020 of T-Mobile USA, Inc.

Senior Reset Notes due 2020 of T-Mobile USA, Inc.

6.633% Senior Notes due 2021 of T-Mobile USA, Inc.

Senior Reset Notes due 2021 of T-Mobile USA, Inc.

6.731% Senior Notes due 2022 of T-Mobile USA, Inc.

Senior Reset Notes due 2022 of T-Mobile USA, Inc.

6.836% Senior Notes due 2023 of T-Mobile USA, Inc.

Senior Reset Notes due 2023 of T-Mobile USA, Inc.

Guarantees

(Title of the Indenture securities)

 

 

 

* TABLE OF ADDITIONAL REGISTRANT GUARANTORS

 

Exact name of registrant as specified in its charter (1)

    State or other jurisdiction
of incorporation or
organization		    I.R.S. Employer
Identification
Number

T-Mobile US, Inc.

    Delaware    20-0836269

IBSV LLC

    Delaware    91-2116910

MetroPCS California, LLC

    Delaware    68-0618381

MetroPCS Florida, LLC

    Delaware    68-0618383

MetroPCS Georgia, LLC

    Delaware    68-0618386

MetroPCS Massachusetts, LLC

    Delaware    20-8303630

MetroPCS Michigan, LLC

    Delaware    20-2509038

MetroPCS Networks California, LLC

    Delaware    20-4956821

MetroPCS Networks Florida, LLC

    Delaware    20-4957100

MetroPCS Nevada, LLC

    Delaware    20-8303430

MetroPCS New York, LLC

    Delaware    20-8303519

MetroPCS Pennsylvania, LLC

    Delaware    20-8303570

MetroPCS Texas, LLC

    Delaware    20-2508993

Powertel Memphis Licenses, Inc.

    Delaware    58-2228915

Powertel/Memphis, Inc.

    Delaware    58-2228912

SunCom Wireless Holdings, Inc.

    Delaware    23-2974475

SunCom Wireless Investment Company LLC

    Delaware    30-0283150

SunCom Wireless License Company, LLC

    Delaware    75-3172489

SunCom Wireless Management Company, Inc.

    Delaware    23-2940271

SunCom Wireless Operating Company, L.L.C.

    Delaware    23-2974309

SunCom Wireless Property Company, L.L.C.

    Delaware    43-2065344

SunCom Wireless, Inc.

    Delaware    23-2930873

T-Mobile Central LLC

    Delaware    91-1973799

T-Mobile Financial LLC

    Delaware    47-1324347

T-Mobile License LLC

    Delaware    91-1917328

T-Mobile Northeast LLC

    Delaware    52-2069434

T-Mobile PCS Holdings LLC

    Delaware    91-2159335

T-Mobile Puerto Rico Holdings LLC

    Delaware    20-2209577

T-Mobile Puerto Rico LLC

    Delaware    66-0649631

T-Mobile Resources Corporation

    Delaware    91-1909782

T-Mobile South LLC

    Delaware    20-3945483

T-Mobile Subsidiary IV Corporation

    Delaware    91-2116909

T-Mobile West LLC

    Delaware    36-4027581

Triton PCS Finance Company, Inc.

    Delaware    51-0393831

Triton PCS Holdings Company L.L.C.

    Delaware    23-2941874

VoiceStream PCS I Iowa Corporation

    Delaware    91-1869520

VoiceStream Pittsburgh General Partner, Inc.

    Delaware    36-3875668

VoiceStream Pittsburgh, L.P.

    Delaware    16-1442506

 

(1) The address of each guarantor is 12920 SE 38th Street, Bellevue, Washington 98006, and the telephone number is (425) 378-4000.

Item 1. General Information.

Furnish the following information as to the trustee.

 

  (a) Name and address of each examining or supervising authority to which it is subject.

 

Name

   

Address

Federal Reserve Bank (2nd District)    New York, NY
Federal Deposit Insurance Corporation    Washington, D.C.
New York State Banking Department    Albany, NY

 

  (b) Whether it is authorized to exercise corporate trust powers.

Yes.

 

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

 

Item 3. -15. Not Applicable

 

Item 16. List of Exhibits.

 

Exhibit 1 -   Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 16, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 2 -   Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 3 -   Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 4 -   Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on July 24, 2014, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 5 - Not applicable.
Exhibit 6 - Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 7 - A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8 - Not Applicable.
Exhibit 9 - Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 19th day of February, 2015.

 

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:

/s/ Carol Ng

Name: Carol Ng
Title: Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS

 FFIEC 031
Legal Title of Bank Page 16 of 79

NEW YORK

 RC-1

City

NY

10005
State

Zip Code
FDIC Certificate Number:  00623

 

Consolidated Report of Condition for Insured Banks and Savings Associations for December 31, 2014

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

 

Dollar Amounts in Thousands

     RCFD   Tril | Bil | Mil | Thou      

Assets

          

1. Cash and balances due from depository institutions (from Schedule RC-A):

          

a. Noninterest-bearing balances and currency and coin (1)

       0081     104,000      1.a

b. Interest-bearing balances (2)

       0071     23,816,000      1.b

2. Securities:

          

a. Held-to-maturity securities (from Schedule RC-B, column A)

       1754     0      2.a

b. Available-for-sale securities (from Schedule RC-B, column D)

       1773     0      2.b

3. Federal funds sold and securities purchased under agreements to resell:

       RCON    

a. Federal funds sold in domestic offices

       B987     26,000      3.a
  RCFD    

b. Securities purchased under agreements to resell (3)

       B989     12,910,000      3.b

4. Loans and lease financing receivables (from Schedule RC-C):

          

a. Loans and leases held for sale

       5369     0      4.a

b. Loans and leases, net of unearned income

   B528     15,683,000          4.b

c. LESS: Allowance for loan and lease losses

   3123     26,000          4.c

d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)

       B529     15,657,000      4.d

5. Trading assets (from Schedule RC-D)

       3545     75,000      5

6. Premises and fixed assets (including capitalized leases)

       2145     18,000      6

7. Other real estate owned (from Schedule RC-M)

       2150     0      7

8. Investments in unconsolidated subsidiaries and associated companies

       2130     0      8

9. Direct and indirect investments in real estate ventures

       3656     0      9

10. Intangible assets:

          

a. Goodwill

       3163     0      10.a

b. Other intangible assets (from Schedule RC-M)

       0426     42,000      10.b

11. Other assets (from Schedule RC-F)

       2160     899,000      11
       

 

 

    

12. Total assets (sum of items 1 through 11)

 2170   53,547,000    12
       

 

 

    

 

 

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS

       FFIEC 031
Legal Title of Bank       Page 16a of 79
FDIC Certificate Number:  00623       RC-1a

 

Schedule RC—Continued

Dollar Amounts in Thousands

     RCON   Tril | Bil | Mil | Thou      

Liabilities

          

13. Deposits:

          

a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)

       2200     41,081,000      13.a

(1) Noninterest-bearing (4)

   6631     21,532,000          13.a.1

(2) Interest-bearing

   6636     19,549,000          13.a.2

b. In foreign offices, Edge and Agreement subsidiaries, and IBFs

       RCFN    

(from Schedule RC-E, part II)

       2200     1,000      13.b

(1) Noninterest-bearing

   6631     1,000          13.b.1

(2) Interest-bearing

   6636     0          13.b.2

14. Federal funds purchased and securities sold under agreements to repurchase:

       RCON    

a. Federal funds purchased in domestic offices (5)

       B993     2,109,000      14.a
      RCFD    

b. Securities sold under agreements to repurchase (6)

       B995     0      14.b

15. Trading liabilities (from Schedule RC-D)

       3548     27,000      15

16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)

       3190     59,000      16

17. and 18. Not applicable

          

 

(4) Includes noninterest-bearing demand, time, and savings deposits.
(5) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”
(6) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS

       FFIEC 031
Legal Title of Bank       Page 17 of 79
FDIC Certificate Number:  00623       RC-2

Schedule RC—Continued

 

       

Dollar Amounts in Thousands

    RCFD    Tril | Bil | Mil | Thou       

Liabilities—Continued

             

19. Subordinated notes and debentures (1)

    3200      0       19

20. Other liabilities (from Schedule RC-G)

    2930      1,396,000       20
         

 

 

     

21. Total liabilities (sum of items 13 through 20)

 2948   44,673,000    21
         

 

 

     

22. Not applicable

Equity Capital

Bank Equity Capital

23. Perpetual preferred stock and related surplus

 3838   0    23

24. Common stock

 3230   2,127,000    24

25. Surplus (excludes all surplus related to preferred stock)

 3839   596,000    25

26. a. Retained earnings

 3632   6,077,000    26.a

b. Accumulated other comprehensive income (2)

 B530   -38,000    26.b

c. Other equity capital components (3)

 A130   0    26.c
         

 

 

     

27. a. Total bank equity capital (sum of items 23 through 26.c)

 3210   8,762,000    27.a
         

 

 

     

b. Noncontrolling (minority) interests in consolidated subsidiaries

 3000   112,000    27.b
         

 

 

     

28. Total equity capital (sum of items 27.a and 27.b)

 G105   8,874,000    28
         

 

 

     

29. Total liabilities and equity capital (sum of items 21 and 28)

 3300   53,547,000    29
         

 

 

     

Memoranda

To be reported with the March Report of Condition.

1.   Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2013

   

 

RCFD

   

 

 

 

Number

 

  

   
   6724      N/A       M.1

1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm.

  

4 =

   Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
 

5 =

   Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)
 

6 =

   Review of the bank’s financial statements by external auditors
 

7 =

   Compilation of the bank’s financial statements by external auditors
 

8 =

   Other audit procedures (excluding tax preparation work)
 

9 =

  

No external audit work

 

To be reported with the March Report of Condition.

             
       RCON      MM / DD      

2. Bank’s fiscal year-end date

        8678      N/A       M.2

 

(1) Includes limited-life preferred stock and related surplus.
(2) Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other post retirement plan adjustments.
(3) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
GRAPHIC 5 g875701snap1.jpg GRAPHIC begin 644 g875701snap1.jpg M_]C_X``02D9)1@`!``$`8`!@``#__@`?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$``@&!@<&!0@'!P<*"0@*#18.#0P,#1L3%!`6(!PB(1\< M'QXC*#,K(R8P)AX?+#TM,#4V.3HY(BL_0SXX0S,X.3`'IX0BUDUJ)D09*[;;8P+0`````````````````` M```",3*8`````XN?9*8QUU]/2"=4Y9HUZ-N;)&TD<>G7]!IP$S87@```%,7_/N;WOT7I^?Y\Q> M8#:8B\R'IJ.F<7/L`Q1MT;<^"N]<6Z%N?'&W4MS9(U@GG4Z/H=>#GUWYMN;Z MFV6`D4'SY2=\[)J```````````*B)(F5%)L*P>$R8````.93IZ=^:!2#TI-! M6>%A>9JZ:+9^G*IU13MG&Z:8*[[[88HVN4]1%-:V:NG5OR_.S&LH)'0,IC/H MR8``````````!D,92:S.>'7+``````"F+_"\_M?>]'AX9BTP&LRFDH*C4=,` M``````````````````````%1,\(DBLD4DSPN*`7DP````0)'H/#T```````` M`````````````````RG//")T3":S,6GIK.:7&XM```!`X9>"!,K-147'1``` M````````````````````````````````/#T````````````````````````` M````````````````````_\0`+1```@(!!``#!P4!`0```````@,!!``%$1(3 M%!4P$"$C)#-`4#$R-#5@(B#_V@`(`0$``04"_3.0^R2@<@H+-XC-X]N__F#" M?835A@D)03`#!,3P^_Q4S`P+`/\`'F"T]NQE.G52C4[$T]/K:-6ZF4ZVF+HZ M8E]:_IZZB#;WZK74&JV[.DU.G3;$VJ'V]B-TO&-Y&(QP"1B9@!FTDV2]Q62S ML=&%8*`5)R/HNY=,%_S&_%A2RJ^!D/I8KZ7#;`&?$S^Z8C%?5S5/X4)N[12D M`I5*SZWEM7'K+S&U%I66%BG2XTY3*=2QW+C^YH!!I:154@I;JC:`*7JDG8T) M#!:C5`EFF::R&Z;J[!7I8!*KVG:?5>[R.AE>NNJG[XC`1Z4.I]^'(P+13GP>R`5`?+<=UD7P-_E]AZNS'H&PN/=& M'07+(H1RE`S9,!8`T5BD`A:VTUM9X<8LH0*(L5EV093!@^7\LZPZ_)@":VF! M7<6D+@UZ2N&,IK;;M:8FRWR?G@#`!]N[:)AT[1,QAR70P28,D/:'N7ZKADD\ M&%$;P!]DUGL$8^GB3&%;[8([/,)@IF,5]7\@;(#(G>)(8P6"6$4`/:&XL$Q\ M0&W<&=X<2+B/B`SQ`8)08^D10/YAT1G!LF"Y[.LH$!W1P;LE9!DJ*(E9]>Q$ M,\AP0.(Z=L6'6OT#_8(3(P@H"%%)]9#G`=B4>&,RP5PZNW.\L_6J5C MOF76M4>77TQ*;6M;EV=08C-52V/6)J[>(9G"%U6!'K9[B!+G%:\E/O#\*/G+ M56U0GCB:88N`B?E#NN^9VNX;GS5,<0S".ISM#OT[O1>]ALH_A_L.HR5`&`)J M+[:WP-IVNWUE;#D,7&>LIY3]57J)4Y?4!C#JW6T@[2^KEG(V,/PH^,[)82L34ESPN,RY`EA4>:FN_@Z[=Y58:FXA[5U+`<+#,.I.,*H$ M%I"ED5>V-5M#W(<$=@G2(J]L[Q. MMDND?TC!>5?NSY%2_IB1BFC!#ZM$K0U43!41=G>0'I45:'&N1%VO*W&_<:OC MB8%;OAC]<'&RMV)4-68F'E6;Y?DP_\0`.1```0,#`@,$!P8&`P```````0`" M$0,2(2(Q!$%1$S)A<1`C,$)2@9%`4&*2L<$%%#-SH?`D<(+_V@`(`0$`!C\" M6X]&2`L$%;K?V&'`_/T:GM;YE:2#Y+4X-\RM+@?(JG:YO9S#+H*[?B-;G]3LNWX?0]G0[JB'C2ZG*<6M+2!O*<7&3 M"8]QP&!?S=;_`,-Z)W]M/K[TB^URJ$;$+A*51UM$LGS6&1X@I[Z?>[K4UW$- M-6JX2XN*J\7180YK=IPF\1Q8-:K4U2XH\5P?JJM/.#NOX;5^-DJO6XDW4J;K M6,G"?9/L[T83;?ZUV_-9W52YA$++;C MR"OWV)0*O#1GGU4- M`A2>2M-L]$+K"U2HM&T*`T0B;!G?"AH@>S@.I]KZ-<6^*FK;\U[M\+9MH3>Y M')%N+N83^Y/O)G<_"G6VW\X]'9NF/#TE['OI./PE!SZU5\=7)M?-P$(L>):4 M^E>^UW4[)K!LT0NTES']6E=OFZ(3@V=1G*M?]0F"YXL$`@J*G$57MZ$KL[19 M$0CV'$UZ(^%KL+MC6JU7_CK5KENW:.PJ7$DF^GLNUEU. MK\;#"BKQG$/;TN0:-@(^T-=?81L2LZ22V`I+CJMNET>ZJ:21^5%KG!S6\XW3 MW]KJS:1[VRDG2W/S*.=##TZF54_'-OCE-',7S]?O$;DGD%*$G=8/BI.R<)[I M`1<#@+9T](6_NW3X*<[QLI0W^FRY^&-U<-O9Y^^!AWFWDKG@W[C'[H$T],_# M'(IHL-H`G3/5&EG:,IKK-3A)\^7ZIS'@6DZ'P,TYV"6H7JKGVG MB'6?Y)JI7-ME<746HM3O8?VZSWZS\V3!:TZXK85J74V[RA@$8YX-8!+A."OS M%E$0/$$VPK>*/843S+)PEFA5J#/7N8Z,4Z7,JC M"[B/FU>V@+3LC`Z(?35RJ'(D,\JVO3#$$:'L.8"_H@V>LTTU/JC7Z@DOA#W( MP]1;.I7]O:4PJ@'$/3&&3N@*IZ<&/]P13]#&*E`<2M%R:U+N-;&PY5;\<1O$ M:-RS>^-1I!AZZ'^48UH4%Q9\I%^7ZIE3VU^,5*-"]8G$1HNJ@%`757,S#;,<=)2ZI55.9>[ ME!I`X/ENW15AF_/P2V&CPE`*E[ZX"8#\%U$%%=?3O%-V]X^LR._43EZ.GZSP M7A])_<2^%W188%!T^&Y,&(9?F.R"X<-.(;'8&`I3"K?1+@:`N'^L*5P4M;CO M%1<5:^Z`S<-FPC>3@6Q'L!K%+N@.*Z3)MYA!*52["I;?]TWLBT6LV#TA$HH1 MQGK`U?QE&)\GN,M?I"VW]1>1M4+/$?1>C'%UVW,<5DDP[N,P=+@6[K)]:B`: M3<#B'YTF.%4X+HA0N$'SDXIHN\>WZ)FV`!=DYZS8SW',`TVKV&7VE@/[C0$T`6P"' M)>2F(`.!WB*74%N*8PUMSK4J5RZ^\SUI%\03#H-[,^U<+$;`-!BK%U`9B]@M M@J.6_)6?66W7B^Q#&U\JSK`!Y(>\O-?7XWOC-?NB!KIK?!8%CX)KH_\`8[`! MZ9@U[0H*H6#`->:@7ER]%;)M:P?3*GXXB3@E<-4_Q!%TY+$$/SO%?1ETQ$K/ M&!3BKF=\#F$57K6/9OT2X/IF\E=/>9GL,O5Z_)^J03BM,BG-<[)8!H/($*PI MEM(W^I!0;70BVDX3H91V`S]\Q+2!$L[X^CF6*@:>Q>>W$/!O"5;L^T95L+SL MJ_K_`,.EE.H``"@_YH#_V@`,`P$``A`#$```$*@D0!;1=`)+)))))))))))) M))!))))))))%))!)),+D6.`,R0!!`)))))))))))))!))`))))($A(!)),L3 M$XA&(H!`))))))))))))))`()!)))))-`)!`!'8`DM-^6H()`))))))))))) M((`!))))))('@(`())))))))))))))))))))))))())()!()))))`(`()))) M)))))))))))))))))))))!)))`())))(!)(`!))))))))))))))))))))))) M)))))))))))()))))))))))))))))))))))))))))))))))))))))))))/_$ M`"L0`0$``@$#`P(%!0$```````$1`"$Q05&!87&1H;$0,$#!\"!08-'QX?_: M``@!`0`!/Q"<0[K,['Q<$2C3`@GN1]\6))U)^V.1CLLQ.+>P,1(`=7!`(B/" M8F"CP++G2W5+O*\HTQLQ$@!U<;,$VKJ9Z;I2_@!=.!SZN>@.2/I@0G/$K^<3 M"7*0/C&0?/5MOCKVX];BL^Y$#RX^`N1SZ/ZQ0Y0P;QG!7]`,EAR!'C^I0*H? MU?P7?&!`*^C[X;3U+4!U\OTSGJH@5@`/IF]$%#1$1?7$Q7MCN-F42E;H*3QT8^WSVSZ9]S!0;)YWI/G]NN$!%7W9E0%%[SY<.0>);@`AQ,1_ MJU7@@O1OB9,56'4LGAQ/]',CD@2LCY>Q@!RVB%0>QDQOZF24$^9?/ZAX%YPD M3((P,56*NTV.D[L+-8.0O>'E^B=5GM=XPZQ(U+F[T_(9=C/=30&_6KFU MY9.HDL<*]>V4`Y\#<@*;O=N\&+])P@6(TC77?IB;*1*1`0IQZN>V5E0`%JB@ MH/3Q^4"*AYYT9DBI3=3CNZJG'3`W(+!N-AYQ=:]1N@.SQ##76,8HE3L%;T!< M`^0Q`2+TH?KFI4;54%P):UTP2,2I,]!FC;-*UC&*$;5TNDC_`-8-C,IVL'H` MH;=/3C"R($WG>^S@^V:4N=;D*[PT=OP_@N^.90(#XQ;JC`@>P MZU,8;_A^N22X2HX1YUEO26%=PZ)Z]\B".K=@V^MN-T/B5(Q'4#0^3%0T9+M`0\5\8YBVN4LGBY/;.'+=("4H[]3$#3]TR()B!M#@]MN*JEBG9L]A6'KC1$K#95CWVOSB[%)(*'F^\, MXJJ!^6_N-%%V:[?/X)K[8P5Z-P)'M('":7K#X,>-80IS]I/$S1E'0GI?3I'V MP36T$12:?2^,!-X$D4'%/C&?>9M.N/(_-=_+Z^N?8T?/S^#E?M0-/<<$'@`7 M\%7'7<=YDG^&@"-.,,+6!-6\DYWWP]"SJL8HXT`;--8R20%5`A^% M=Q)#XISKO@.:B#%S(<80J60$ZQ]<&*]@0`;Z+HZ8.&S7YIBAIU5*9IVF#AC5 MI/8Y^5PB)"V@V3KYN

:.CC'H$1L1`UCX3%365-56PW\X*00-"-:W8`>.OIB9(I,YWKNY/OFT#C6Y M&NU-G?\`N.[=-V3EG8_H%3X'XR?AWX!1'QBS)&@LW,1H M)"6H_L9?BG"12/C5O;>5"$A1)%$.T%\=\$GD]G1*V>IKG"R;94#8Z&S>%BB` MI%8`&`CF"ENHG:PGC`D$Z@Z5@]YI^_&)8HZI$Z(G1OY4!8ASOC.+TT"[0'U3 M)'"0'37SE!"EZ&4`L#C`J$8Y"7V_`1-)KZ?W)I]O6T].1]D[X0@3`[.6&6T3 MP]&**(;A8B5Y0OMVN/X(O94)=Q+XK(;`6$`B?H?C!U*K@*T\/QF[@`"-Q4;N;<:=G'4%5=&AWS[Y/:9 ME\IZ.%C=T9L+`7GF5[M?/Y.LM?Z,`!WHAO7Q=F_,Q+T'=V1EZ1U>F.,AN^P/ MO5//IBV4[!$TN(FGGMO%E*W;5PB[X'J>>NRZO3[Z<`TA(3_(BVQE@MGV%P1L[(15 M;?-"RULN83EZQ4I;D\/1Z,`MKW0+T0U&:=F"?<$QR'(UTCNYN!7,W8K^HB-E M3\3GKF'@#'T@F/A'#\;B^TV_,.B#C69H0'S4%@_?3Q.;'O%MO@)`3J2TL':) M1I;[P^])*VK[-^L9WMS,4CT)<5.%7<77*5P6*@#:T2"S0ZU$9,OFFM@2"P;: M]C[40I/ZEO_$`",0`0`"`@`%!0$```````````$`$2$Q$#!04;$@06&`@9'_ MV@`(`0(``3\0EG!0@CKA?(L?4XJUU"S7-SLS)#4$Q,Z:@"OM`F):Y0!6(_Y0 M\(S?9<=JIE9J6Z)KJEJ:EXQN',R`J*MK+HSXX6AAB:2XA*$$N;E*G9#P@$1[ MQ+/\@!&"+52@7JIH;YAFF:X)6S$,K5E8()3`@P%%05