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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 25, 2000
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VOICESTREAM WIRELESS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-25441 91-1956183
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3650 131st Avenue S.E. Bellevue, Washington 98006
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (425) 653-4600
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2 and Item 5. Acquisition or Disposition of Assets; Other Events.
On February 25, 2000, VoiceStream Wireless Corporation announced the
closing of its merger with Omnipoint Corporation, the completion of the
investments by Hutchison Telecommunications PCS and Sonera Corporation and the
closing of a $3.25 billion senior secured credit facility. In addition
VoiceStream entered into new joint ventures with Cook Inlet Region Inc. and
Omnipoint closed on its acquisition of East-West immediately prior to the merger
of VoiceStream and Omnipoint. As a consequence of these transactions VoiceStream
has a total equity market capitalization of approximately $26 billion.
The closing of the merger of Omnipoint Corporation with VoiceStream
Wireless involved the issuance of VoiceStream shares and cash to the Omnipoint
shareholders totaling approximately $7.2 billion based on Friday's closing
price. Hutchison Telecommunications PCS (USA) Limited (Hutchison USA), a
subsidiary of Hutchison Telecommunications Limited invested $957 million and
Sonera Corporation invested of $500 million into VoiceStream.
VOICESTREAM WIRELESS AND OMNIPOINT MERGER
VoiceStream Wireless exchanged 0.825 shares of VoiceStream Wireless common
stock plus $8.00 in cash for every share of Omnipoint common stock. There is an
all-cash or all-share election option available to shareholders of Omnipoint,
subject to proration. VoiceStream Wireless said that it expects the stock
portion of the offer will be tax-free to Omnipoint shareholders.
HUTCHISON USA AND SONERA INVESTMENTS
Hutchison USA invested $957 million into VoiceStream Wireless for common
and convertible preferred securities. The preferred provides for a 2.5%
cumulative dividend payable at maturity (40 years) and, if converted, all
accrued dividends will be cancelled. A portion of this investment consisted of
interim financing of $150 million provided by Hutchison USA to Omnipoint. The
remaining $807 million was invested today. Upon completion of the transactions
announced today, Hutchison USA remains the largest shareholder of VoiceStream
Wireless.
Sonera invested $500 million into VoiceStream Wireless for common stock,
becoming a new shareholder of Voicestream.
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CIRI INVESTMENT
Immediately prior to the merger, Cook Inlet Region Inc. (CIRI) made an
investment in newly created joint ventures owned 50.1% by CIRI and 49.9% by
VoiceStream Wireless which joint ventures acquired the designated entity
licenses previously held by Omnipoint Corporation. CIRI and VoiceStream Wireless
have two existing joint ventures and have been successfully working together
since 1995.
SENIOR SECURED CREDIT FACILITY
In addition, VoiceStream Wireless closed today a $3.25 billion senior
secured credit facility in the form of a $1.35 billion revolver and $1.9 billion
of term loans. The term loans have been drawn and used, along with a portion of
today's equity investments, to refinance portions of VoiceStream Wireless and
Omnipoint debt previously outstanding. The revolver will be used to finance the
continued growth of VoiceStream Wireless's wireless operations, acquisitions and
for other working capital purposes. This facility was arranged by Chase
Securities Inc. and Banc of America Securities LLC, as lead arrangers, and TD
Securities (USA) Inc., Goldman Sachs Credit Partners L.P., Barclays Capital and
SG Cowen, as arrangers.
Based in Bellevue, WA, VoiceStream Wireless is a leading provider of
wireless communications services in the United States. VoiceStream Wireless with
CIRI, has licenses to provide service to over 175 million people with operating
systems from New York to Hawaii. With licenses in 17 of the top 25 markets
VoiceStream is one of the major providers of telecommunications services in the
country. VoiceStream is the largest provider of personal communications service
using the globally dominant GSM technology in the United States. VoiceStream is
a member of the North American GSM Alliance LLC, a group of U.S. and Canadian
digital wireless PCS carriers. The GSM Alliance helps provide GSM wireless
communications for their customers in more than 4,000 U.S. and Canadian cities
and towns as well as international service.
Hutchison Whampoa Limited, a conglomerate headquartered in Hong Kong, is
engaged in five core businesses: telecommunications; ports and related services;
property development and holdings; retail, manufacturing and other services; and
energy and infrastructure. In the international telecom arena, Hutchison owns
telecom businesses in, the United Kingdom, France, Germany, Switzerland,
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Austria and Belgium. Hutchison also operates telecom businesses in Hong Kong,
Australia, Israel, India, Singapore, Thailand, Malaysia, Indonesia, Sri Lanka
and Ghana.
Sonera Corporation, the leading mobile communications provider in Finland,
is a pioneer in the rapidly growing mobile, data and media communications
sectors. Sonera has interests in service providers in 14 other countries.
CIRI, based in Anchorage, AK, is an Alaska Native regional corporation with
investments in nationwide communications, tourism, real estate, and construction
and equipment services. CIRI is owned by 7,000 Alaska Native shareholders of
Eskimo, Indian, and Aleut descent.
Item 7. Financial Statements and Exhibits.
No financial statements are filed herewith. The Registrant is required to
file financial statements by amendment hereto no later than 60 days after the
date that this Current Report on Form 8-K must be filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VOICESTREAM WIRELESS CORPORATION
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(Registrant)
Date: March 1, 2000 By /s/ Alan R. Bender
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(Signature)
Alan R. Bender, Executive Vice President
