PCS Metropcs Comm. Dl-,0001

The only MetroPCS stockholder approvals required by the business combination agreement as a condition to closing are the stock issuance proposal and the new certificate of incorporation proposals. The change in control payments proposal is non-binding and advisory and the vote on such proposal will have no impact on whether the transaction is completed. In addition, even if the MetroPCS stockholders approve the stock issuance proposal and each new certificate of incorporation proposal, the transaction may not be completed if the other conditions to closing the transaction are not satisfied or, if allowed by applicable law, waived. We can give no assurance that the conditions to closing the transaction will be satisfied or so waived. If MetroPCS and Deutsche Telekom do not complete the transaction, MetroPCS will neither issue the stock or pay the pro rata portion of the cash payment contemplated by the stock issuance proposal nor amend and restate its certificate of incorporation as contemplated by the new certificate of incorporation proposals, notwithstanding that MetroPCS’ stockholders may have previously approved the proposals. Please refer to the proxy statement and the attached supplement to the proxy statement, which we refer to as the proxy statement supplement, for further information regarding the business to be transacted at the special meeting.

The MetroPCS board has established the close of business on March 11, 2013 as the record date for the special meeting, which we refer to as the record date. Only record holders of shares of MetroPCS common stock at the close of business on the record date are entitled to notice of, and to vote at, the special meeting and any continuations, adjournments or postponements of the special meeting. A list of these stockholders will be available for inspection by any MetroPCS stockholder, for any purpose germane to the special meeting, at the special meeting and for 10 days prior to the special meeting between the hours of 9:00 a.m. and 4:30 p.m., local time, at our principal executive offices at 2250 Lakeside Boulevard, Richardson, Texas 75082.

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Your vote is very important to us. You may vote on the items to be considered at the special meeting in person, by mailing your GREEN proxy card, by voting over the Internet or by telephone as described on your GREEN proxy card, or by returning the voter information form provided by your bank, broker, custodian or other record holder. Please carefully review the instructions for the various voting options available to you detailed on your GREEN proxy card. If you have already voted you may revoke or change your prior vote by casting your vote as instructed in your GREEN proxy card. The last vote properly made before the vote is taken at the special meeting will be the only vote counted at the special meeting. If you have questions, please review our questions and answers about the special meeting and the voting options for additional information, including when you must vote, how to vote by proxy, how to revoke your proxy, how to change your vote, and how to vote your shares in person.

You also are cordially invited to attend the special meeting in person. Only stockholders with an admission ticket will be admitted to the special meeting. If you are a record holder of MetroPCS common stock, an admission ticket is attached to your GREEN proxy card. However, if you hold your shares of MetroPCS common stock through a bank, broker, custodian or other record holder, you should ask the bank, broker, custodian or other record holder that holds your shares to provide you with a legal proxy, a copy of your account statement, or a letter from the record holder confirming that you beneficially own or hold MetroPCS common stock as of the close of business on the record date. You also can obtain an admission ticket to the special meeting by presenting this legal proxy, or confirming documentation of your account from your bank, broker, custodian or other record holder, at the special meeting. All stockholders will be required to show a valid, government-issued, picture identification that matches the name on the admission ticket or legal proxy or confirming documentation from your bank, broker, custodian or other record holder before being admitted to the special meeting.

Your vote matters and you are encouraged to vote. Whether or not you attend the special meeting in person, you are urged to mark, date and sign the enclosed GREEN proxy card and return it to MetroPCS or use an alternate voting option described on your GREEN proxy card before the special meeting to ensure your shares are voted. We encourage you to vote electronically by using the Internet or to vote by telephone because it is easy and efficient and will help us reduce our impact on the environment and reduce the costs associated with the postage and distribution of these materials. In addition, valid proxies that have already been submitted will continue to be valid unless properly changed or revoked prior to the vote being take at the special meeting. If you have previously voted against the proposals, MetroPCS encourages you to reconsider your vote and to vote “FOR” the proposals as instructed in your GREEN proxy card.

We urge you to discard any white proxy cards, which previously were sent to you. If you previously submitted a proxy card and desire to change your vote as a result of the amendment, we urge you to cast your vote as instructed in your GREEN proxy card, which will revoke any earlier dated proxy card that you submitted, including any white proxy card.

After careful consideration, the MetroPCS board, acting upon the recommendation of the special committee of the MetroPCS board, which was established in connection with MetroPCS’ consideration of the transaction, unanimously recommends that you vote “FOR” the stock issuance proposal, “FOR” each new certificate of incorporation proposal, “FOR” the change in control payments proposal, and “FOR” the adjournment proposal.

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If you have any questions concerning the transaction, the proposals, the proxy statement or the attached proxy statement supplement or would like additional copies, please contact:

MacKenzie Partners, Inc.

105 Madison Avenue

New York, NY 10016

Call Collect: (212) 929-5500

Toll Free: (800) 322-2885

email: proxy@mackenziepartners.com

By Order of the Board of Directors:

Roger D. Linquist

Chairman of the Board and Chief

Executive Officer

Richardson, Texas

April 14, 2013

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INTRODUCTION

This proxy statement is being sent to you because we have amended the terms of the proposed combination of MetroPCS Communications, Inc., a Delaware corporation, which we refer to as MetroPCS, with T-Mobile USA, Inc., a Delaware corporation, which we refer to as T-Mobile, pursuant to the Business Combination Agreement, dated October 3, 2012, as previously amended, which we refer to as the original business combination agreement, by and among Deutsche Telekom AG, an Aktiengesellschaft organized in Germany, which we refer to as Deutsche Telekom, T-Mobile Global Zwischenholding GmbH, a Gesellschaft mit beschränkter Haftung organized in Germany and a direct wholly-owned subsidiary of Deutsche Telekom, which we refer to as Global, T-Mobile Global Holding GmbH, a Gesellschaft mit beschränkter Haftung organized in Germany and a direct wholly-owned subsidiary of Global, which we refer to as Holding, T-Mobile, a direct wholly-owned subsidiary of Holding, and MetroPCS.

On April 14, 2013, the parties entered into an amendment to the business combination agreement, which we refer to as the amendment, to (i) reduce the principal amount of the debt of the combined company to be issued to Deutsche Telekom at the closing of the transaction by $3.8 billion, (ii) reduce the interest rate of the debt of the combined company to be issued to Deutsche Telekom at the closing of the transaction by 50 basis points, and (iii) extend the lock-up period on sales to the public following the closing of the transaction of shares of common stock of the combined company held by Deutsche Telekom from six months to eighteen months, subject to certain exceptions. As a result of the debt reduction, Deutsche Telekom will receive five series of senior unsecured notes having interest rates that will remain constant through maturity, and five series of senior unsecured notes having interest rates that will be re-priced two years (in the case of the six and seven year tenor series), two and a half years (in the case of the eight and nine year series) or three years (in the case of the ten year series) after the issue date thereof. The notes will have maturities that range from six to ten years, and each series will be in a principal amount of $1.25 billion, except that each of the two series of notes with a maturity of ten years will be in a principal amount of $600 million. In addition, the amendment provides that for purposes of determining the reference yield described in Exhibit F of the business combination agreement for any notes issued to Deutsche Telekom in connection with determining the interest rates thereof, if such notes have not been rated by either Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, then such notes shall be deemed to have the same rating as MetroPCS’ 6.625% Senior Notes due 2023, or, if the 6.625% Senior Notes due 2023 are not rated or outstanding, certain other notes of the issuer. We refer to the original business combination agreement, as amended by the amendment, as the business combination agreement, and we refer to the transactions contemplated by the business combination agreement, collectively, as the transaction.

On or about March 12, 2013, we mailed to you a proxy statement, which we refer to as the proxy statement, relating to a special meeting of the stockholders, which we refer to as the special meeting, of MetroPCS, originally scheduled to be held on April 12, 2013, to consider and vote on matters relating to the original business combination agreement. On April 10, 2013, we postponed the date of the special meeting to provide the MetroPCS stockholders with time to consider and evaluate the transaction in light of the improved terms agreed upon in the amendment. The special meeting will now be held on April 24, 2013, at 8:00 a.m., local time, at the Eisemann Center located at 2351 Performance Drive, Richardson, Texas 75082.

The attached supplement to the proxy statement, which we refer to as the proxy statement supplement, contains further information about the amendment and the special meeting. The information provided in the proxy statement continues to apply, except as described in this proxy statement supplement. To the extent information in this proxy statement supplement differs from, updates or conflicts with information contained in the proxy statement, the information in the proxy statement supplement is the more current information and will supersede the information in the proxy statement. We urge you to carefully read the proxy statement supplement and the proxy statement in their entirety, including the annexes and information incorporated by reference and the matters discussed in the proxy statement under the section entitled “Risk Factors.” You may also find more information about MetroPCS in documents filed with the Securities and Exchange Commission as described in the proxy statement supplement under “Where You Can Find More Information.” Each term used but not defined in this proxy statement supplement shall have the meaning given to such term in the proxy statement.

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ADDITIONAL INFORMATION

This proxy statement supplement and the proxy statement incorporate by reference important business and financial information about MetroPCS from documents that are not included in or delivered with this proxy statement supplement or the proxy statement. You may obtain additional copies of this proxy statement supplement, the proxy statement and documents that are incorporated by reference in this proxy statement supplement and the proxy statement, without charge, on MetroPCS’ website at www.metropcs.com under the “About Us” tab, then selecting the “Investor Relations” tab and then selecting “SEC Filings and Reports,” or by requesting them in writing or by telephone from MetroPCS at the following address and telephone number:

Investor Relations

MetroPCS Communications, Inc.

2250 Lakeside Boulevard

Richardson, Texas 75082

Telephone No. (214) 570-4641

or

Email: investor_relations@metropcs.com

You may also request additional copies from our proxy solicitor, MacKenzie Partners, Inc., using the following contact information:

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

Call Collect (212) 929-5500

or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

In order to receive timely delivery of requested documents in advance of the special meeting, you should make any written or telephonic requests by no later than the close of business Eastern Daylight Time, which we refer to as EDT, on April 18, 2013. A copy of all such requested documents will be mailed by first class mail, without charge, upon written or oral request, on or before the business day following our receipt of such request.

Please note that copies of the documents provided to you will not include exhibits to the documents, unless the exhibits are specifically incorporated by reference in the documents, this proxy statement supplement or the proxy statement.

You can find additional business and financial information about MetroPCS in reports and documents previously filed with the U.S. Securities and Exchange Commission, which we refer to as the SEC. This information is available to you without charge at the SEC’s website at http://www.sec.gov. In addition, you may also obtain these reports and documents, without charge, on MetroPCS’ website at www.metropcs.com under the “About Us” tab, then selecting the “Investor Relations” tab and then selecting “SEC Filings and Reports.” Our website address is provided as an inactive textual reference only. Neither the information provided on our website nor the information provided on the SEC’s website is part of this proxy statement supplement or the proxy statement, and no such information is incorporated herein or therein by reference unless specifically stated herein or therein.

See the section entitled “Where You Can Find More Information” for more information about the reports and documents previously filed by MetroPCS with the SEC and incorporated herein by reference.

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ADDITIONAL QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING, THE  TRANSACTION

AND THE BUSINESS COMBINATION AGREEMENT

The following questions and answers are intended to address briefly some commonly asked questions regarding this proxy statement supplement and the amendment to the business combination agreement. These questions and answers may not address all questions that may be important to you as a MetroPCS stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement supplement, the proxy statement, the annexes to this proxy statement supplement and the proxy statement, and the documents referred to in this proxy statement supplement and the proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement supplement and the proxy statement without charge by following the instructions under the section entitled “Where You Can Find More Information.” Unless otherwise stated, as used in this proxy statement supplement, the terms “we,” “our,” “ours,” “us” and “MetroPCS” refer to MetroPCS Communications, Inc., a Delaware corporation, and its subsidiaries, and the term “combined company” refers to MetroPCS after the completion of the transaction.

A.    We are furnishing this proxy statement supplement because, on April 14, 2013, the parties entered into the amendment to the original business combination agreement. This proxy statement supplement contains information about the amendment, the transaction in light of the amendment and the special meeting and updates the proxy statement which was previously mailed to you on or about March 12, 2013.

A.    The amendment amends and improves the terms of the original business combination agreement to (i) reduce the principal amount of the debt of the combined company to be issued to Deutsche Telekom at the closing of the transaction by $3.8 billion, (ii) reduce the interest rate of the debt of the combined company to be issued to Deutsche Telekom at the closing of the transaction by 50 basis points, and (iii) extend the lock-up period on sales to the public following the closing of the transaction of shares of common stock of the combined company held by Deutsche Telekom from six months to eighteen months, subject to certain exceptions. As a result of the debt reduction, Deutsche Telekom will receive five series of senior unsecured notes having interest rates that will remain constant through maturity, and five series of senior unsecured notes having interest rates that will be re-priced two years (in the case of the six and seven year tenor series), two and a half years (in the case of the eight and nine year tenor series) or three years (in the case of the ten year tenor series) after the issue date thereof. The notes will have maturities that range from six to ten years, and each series will be in a principal amount of $1.25 billion, except that each of the two series of notes with a maturity of ten years will be in a principal amount of $600 million. In addition, the amendment provides that for purposes of determining the reference yield described in Exhibit F of the business combination agreement for any notes issued to Deutsche Telekom in connection with determining the interest rates thereof, if such notes have not been rated by either Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, then such notes shall be deemed to have the same rating as MetroPCS’ 6.625% Senior Notes due 2023, or, if the 6.625% Senior Notes due 2023 are not rated or outstanding, certain other notes of the issuer. See Annex A to this proxy statement supplement for the complete terms of the amendment.

A.    No. Other than as set forth in the amendment, the terms of the transaction have not changed. Pursuant to the terms and subject to the conditions set forth in the business combination agreement, including receipt of the required MetroPCS stockholder approval of certain of the proposals described in the proxy statement, MetroPCS will:

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In addition, unless otherwise agreed to by the parties, on the business day immediately following the closing of the transaction, MetroPCS, Inc., a direct wholly-owned subsidiary of MetroPCS, will merge with and into its direct wholly-owned subsidiary MetroPCS Wireless, Inc., which we refer to as Wireless, with Wireless continuing as the surviving entity and, immediately thereafter, Wireless will merge with and into T-Mobile, with T-Mobile continuing as the surviving entity, which we refer to as the mergers. In this proxy statement supplement, we refer to the reverse stock split, the cash payment, the MetroPCS stock issuance, the mergers and the other transactions contemplated by the business combination agreement, collectively, as the transaction.

A.    No. Pursuant to the business combination agreement, the record holders of MetroPCS common stock immediately following the effective time will continue to receive a pro-rata portion of the one-time aggregate cash payment of $1.5 billion, or approximately $4.06 per share pre-reverse stock split, as part of the recapitalization. Also, upon completion of the transaction, MetroPCS stockholders and optionholders immediately prior to the completion of the transaction collectively will own 26% of the combined company on a fully-diluted basis.

A.    No. The purpose of the special meeting still is to vote upon the following proposals:

The stock issuance proposal: A proposal to approve the MetroPCS stock issuance to be made in connection with, and in order to give effect to, the transaction.

The new certificate of incorporation proposals: Proposals to approve the Fourth Amended and Restated Certificate of Incorporation of MetroPCS, which we refer to as the new certificate of incorporation, pursuant to, and required by, the business combination agreement to:

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We refer to the recapitalization proposal, declassification proposal, Deutsche Telekom director designation proposal, director removal proposal, Deutsche Telekom approvals proposal, calling of stockholder meeting proposal, action by written consent proposal, bylaw amendments proposal and governing law and exclusive forum proposal collectively as the new certificate of incorporation proposals and each individually as a new certificate of incorporation proposal. The business combination agreement provides that the requisite

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MetroPCS stockholder approval of the stock issuance proposal and each new certificate of incorporation proposal is a condition to closing the transaction, as more fully described in the proxy statement under “Summary of the Business Combination Agreement—Conditions to Closing the Transaction.”

The change in control payments proposal: A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to MetroPCS’ named executive officers based on or otherwise relating to the transaction, which we refer to as the change in control payments.

The adjournment proposal: A proposal to approve the continuation, adjournment or postponement of the special meeting, if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the stock issuance proposal and each new certificate of incorporation proposal.

THE BUSINESS COMBINATION AGREEMENT PROVIDES THAT THE REQUISITE METROPCS STOCKHOLDER APPROVAL OF THE STOCK ISSUANCE PROPOSAL AND EACH NEW CERTIFICATE OF INCORPORATION PROPOSAL IS A CONDITION TO CLOSING THE TRANSACTION, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT UNDER “SUMMARY OF THE BUSINESS COMBINATION AGREEMENT—CONDITIONS TO CLOSING THE TRANSACTION.”

The only MetroPCS stockholder approvals that are conditions to the closing of the transaction are the stock issuance proposal and each new certificate of incorporation proposal. The change in control payments proposal is non-binding and advisory and the vote on such proposal will have no impact on whether the transaction is completed. In addition, even if the MetroPCS stockholders approve the stock issuance proposal and each new certificate of incorporation proposal, the transaction may not be completed if the other conditions to closing the transaction are not satisfied or, if allowed by applicable law, waived. We can give no assurance that the conditions to closing the transaction will be satisfied or so waived.

A.    After careful consideration, the MetroPCS board, acting upon the recommendation of a special committee of the MetroPCS board established in connection with MetroPCS’ consideration of the transaction, which we refer to as the special committee, continues to recommend that you vote as follows:

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A.    The originally scheduled special meeting has been postponed to provide the MetroPCS stockholders with time to consider and evaluate the transaction in light of the amendment. The special meeting will now be held on April 24, 2013, at 8:00 a.m., local time, at the Eisemann Center located at 2351 Performance Drive, Richardson, Texas 75082.

A.    Record holders of shares of MetroPCS common stock at the close of business on March 11, 2013, which we refer to as the record date, are entitled to notice of, and to vote at, the special meeting and any continuations, adjournments or postponements of the special meeting.

A.    You may vote in the following ways:

By Internet . You may go to www.voteproxy.com , available 24 hours a day, 7 days a week, and follow the on-screen instructions. You will need to have your GREEN proxy card, which is provided with this proxy statement supplement, available and use the MetroPCS number and account number shown on your GREEN proxy card to cast your vote. This method of voting will be available until 11:59 p.m. EDT on April 23, 2013 or, if the special meeting is continued, adjourned or postponed, until 11:59 p.m. EDT on the day immediately before such continued, adjourned or postponed meeting. Internet voting procedures are designed to authenticate holders’ identities, to allow them to vote their shares and to confirm that their voting instructions have been properly recorded.

By Mail . You may vote in writing using the GREEN proxy card, either through direct submission to MetroPCS of your executed GREEN proxy card if you are the record holder of such shares on MetroPCS’ stock register, or through execution of your GREEN proxy card returned to the bank, broker, custodian or other record holder of your MetroPCS common stock for submission to MetroPCS. In either circumstance, you should sign your GREEN proxy card exactly in the same way as it appears on the card, date your GREEN proxy card and indicate your voting preference on each proposal. You should mail your GREEN proxy card in plenty of time to allow delivery prior to the special meeting. GREEN proxy cards received by MetroPCS after April 23, 2013 at 5:00 p.m. local time may not be considered unless the special meeting is continued, adjourned or postponed, and then only if received before the date and time the continued, adjourned or postponed special meeting is held.

By Telephone . You also may vote by telephone from the United States and Canada using the toll-free number on the GREEN proxy card and by following the procedures and instructions described on the GREEN proxy card. The telephone voting procedures are designed to authenticate holders’ identities, to allow them to vote their shares, and to confirm that their voting instructions have been properly recorded. Telephone voting will be considered at the special meeting if completed prior to 11:59 p.m. EDT on April 23, 2013 or, if the special meeting is continued, adjourned or postponed, until 11:59 p.m. EDT on the day immediately before such continued, adjourned or postponed special meeting.

In Person . You also may vote in person at the special meeting. See the section in the proxy statement entitled “Questions and Answers about the Special Meeting, the Transaction and the Business Combination Agreement—What do I need in order to attend the special meeting?”

If you hold MetroPCS common stock in street name through a bank, broker, custodian or other record holder, please follow the voting instructions provided by your bank, broker, custodian or other record holder to ensure that your shares are represented at the special meeting. MetroPCS stockholders that hold shares through a bank, broker, custodian or other record holder who wish to vote in person at the special meeting will need to obtain a “legal proxy” from their bank, broker, custodian or other record holder.

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A.    After carefully reading and considering all of the information contained in this proxy statement supplement and the proxy statement, please respond by completing, signing and dating the appropriate GREEN proxy card and returning it in the enclosed postage-paid envelope, or by submitting your voting instruction electronically via the Internet or by telephone, as soon as possible so that your shares of MetroPCS common stock may be represented and voted at the special meeting. In addition, you may also vote your shares in person at the special meeting. If you hold shares registered in the name of a bank, broker, custodian or other record holder, that bank, broker, custodian or other record holder has enclosed, or will provide, instructions for directing your bank, broker, custodian or other record holder how to vote those shares. Even if you plan to attend the special meeting in person, we encourage you to complete and submit your GREEN proxy card so that your vote can be counted.

A.    You may change or revoke your proxy, including any proxy you may have given by submitting a white proxy card, at any time prior to the vote on the matters at the special meeting or, if the special meeting is continued, adjourned or postponed, the date and time of such continued, adjourned or postponed meeting. If you are a record holder of MetroPCS common stock, you may revoke your proxy at any time prior to the voting deadlines referred to in the section of the proxy statement entitled “Questions and Answers about the Special Meeting, the Transaction and the Business Combination Agreement—How do I vote?” by (1) delivering to MetroPCS’ Corporate Secretary at our principal executive office, located at 2250 Lakeside Boulevard, Richardson, Texas 75082, a written revocation that must be received by MetroPCS prior to the date and time of the special meeting, or, if the special meeting is continued, adjourned or postponed, the date and time of such continued, adjourned or postponed meeting, (2) submitting another valid proxy card, including a GREEN proxy card, with a later date by mail, (3) voting by submitting a proxy by telephone or Internet prior to the date and time of the special meeting, or, if the special meeting is continued, adjourned or postponed, the date and time of such continued, adjourned or postponed meeting, or (4) attending the special meeting in person and giving MetroPCS’ Inspector of Elections notice of your intent to vote your shares in person. If your shares are held in street name, you must contact the record holder of your MetroPCS common stock in order to revoke your proxy. If you intend to revoke your proxy, including any proxy you may have given by submitting a white proxy card, you must ensure that such revocation is received by MetroPCS’ Corporate Secretary prior to the date and time of the special meeting, or, if the special meeting is continued, adjourned or postponed, by the date and time of such continued, adjourned or postponed meeting. Any revocation received as of or after that date and time will not be effective. Attendance at the special meeting will not, by itself, revoke a proxy.

Only your last submitted proxy card will be considered. Please cast your vote “FOR” the proposals, following the instructions in your GREEN proxy card, as promptly as possible. You do not need to contact the person who sent you the white proxy card to revoke any previously granted proxy you may have given by submitting a white proxy card; your submission of your vote via the instructions in your GREEN proxy card is sufficient to revoke your white proxy card.

Stockholders who need assistance in changing their vote should contact MacKenzie Partners at 800-322-2885 (toll-free) or 212-929-5500 (call collect).

A.    If you previously submitted your vote using a white proxy card, we encourage you to cast your vote using the GREEN proxy card, which will revoke your vote on the white proxy card, at any time prior to the vote on the matters at the special meeting or, if the special meeting is continued, adjourned or postponed, the date and time of such continued, adjourned or postponed meeting.

A.    Your vote is important because MetroPCS will not be able to complete the transaction without obtaining the necessary vote of the MetroPCS stockholders in favor of the stock issuance proposal and the new certificate of

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incorporation proposal. In addition, if you do not vote, it will be more difficult to obtain the necessary quorum or meet the requirement that the holders of a majority of the MetroPCS common stock outstanding on the record date vote on the stock issuance proposal.

A.    Valid proxies that have already been submitted will continue to be valid unless properly changed or revoked prior to the vote being taken at the special meeting. The record date of March 11, 2013 for the special meeting has not been changed. If you have already submitted a proxy and wish to change your vote, you may change or revoke your proxy, including any proxy you may have given by submitting a white proxy card, at any time prior to the vote on the matters at the special meeting or, if the special meeting is continued, adjourned or postponed, the date and time of such continued, adjourned or postponed meeting. If you have previously voted against the proposals, MetroPCS encourages you to reconsider your vote and to vote “FOR” the proposals as instructed in your GREEN proxy card.

A.    If you have any questions about the special meeting, the matters to be voted upon, including the transaction, or how to submit your proxy, or if you need additional copies of this proxy statement supplement, the proxy statement or the enclosed GREEN proxy card, you should contact MacKenzie at proxy@mackenziepartners.com (e-mail), call toll-free: (800) 322-2885 or call collect: (212) 929-5500.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement supplement and the documents referred to or incorporated by reference into this proxy statement supplement contain “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements are statements that are not statements of historical fact, including statements about beliefs, opinions and expectations. Forward-looking statements are based on, and include statements about, MetroPCS’, Deutsche Telekom’s, T-Mobile’s and the combined company’s plans, prospects, expected future financial condition, results of operations, cash flows, dividends and dividend plans, objectives, beliefs, financing plans, business strategies, budgets, goals, future events, future revenues or performance, financing needs, outcomes of litigation, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, future debt levels, opportunities to de-leverage, future credit ratings, integration, cost savings, capital expenditures, synergies, growth opportunities, dispositions, plans and objectives of management for future operations and any other information that is not historical information. These statements generally can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “could,” “should,” “would,” “expect,” “plan,” “project,” “forecast,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “suggest,” “view,” “potential,” “pursue,” “target,” “continue” and similar expressions and variations. These statements are based on Deutsche Telekom’s, T-Mobile’s and MetroPCS’ intent, beliefs, opinions, expectations, and projections at the time such statements are made, and are not guarantees of future performance and are made only as of the date of this proxy statement supplement or the applicable documents incorporated herein by reference. These statements involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially from those expressed in them or indicated by them. Factors that could cause these differences include the factors identified in the proxy statement under “Risk Factors,” as well as the following, among others:

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MetroPCS cautions that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in MetroPCS’ Annual Report on Form 10-K for the year ended

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December 31, 2012. All subsequent written and oral forward-looking statements concerning MetroPCS, Deutsche Telekom, T-Mobile, the transaction or other matters attributable to MetroPCS, Deutsche Telekom, or T-Mobile or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Forward-looking statements herein or in documents incorporated herein by reference speak only as of the date of this proxy statement supplement or the applicable document incorporated herein by reference (or such earlier date as may be specified therein), as applicable, are based on current assumptions and expectations or assumptions and expectations as of the date of the document incorporated herein by reference, and are subject to the factors above, among other things, and involve risks, uncertainties, events, circumstances, uncertainties and assumptions, many of which are beyond our ability to control or predict. You should not place undue reliance on these forward-looking statements. MetroPCS does not intend to, and does not undertake an obligation to, update these forward-looking statements in the future to reflect future events or circumstances, except as required by applicable securities laws and regulations. For more information, see the section entitled “Where You Can Find More Information.” The results presented for any period may not be reflective of results for any subsequent period.

You should carefully read and consider the cautionary statements contained or referred to in this section in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf, and all future written and oral forward-looking statements attributable to MetroPCS, Deutsche Telekom, T-Mobile, the combined company, the transaction or any other matters, are expressly qualified in their entirety by the foregoing cautionary statements.

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UPDATE TO THE TRANSACTION

Background of the Transaction

The proxy statement describes the background of the transaction up to and including October 3, 2012, the date the business combination agreement was announced in a joint press release of the parties. The discussion below supplements that description up to and including the date of this supplement. For litigation developments subsequent to the date of the proxy statement, see “Litigation Related to the Transaction.”

On January 30, 2013, one of MetroPCS’ stockholders, P. Schoenfeld Asset Management, which we refer to as PSAM, delivered to MetroPCS a letter indicating that it did not support the transaction on the terms and conditions agreed upon by the parties on October 3, 2012.

On February 14, 2013, one of MetroPCS’ largest stockholders, Paulson & Co., which we refer to as Paulson, publicly stated that it was considering opposing the transaction.

On February 28, 2013, Paulson delivered to MetroPCS a letter indicating that it intended to vote against the proposed combination. Since that time, both PSAM and Paulson issued a number of public statements opposing the transaction and encouraging MetroPCS stockholders to vote against the proposals.

During that time, MetroPCS issued several public statements recommending that MetroPCS stockholders vote for the transaction, highlighting the significant benefits to MetroPCS stockholders of the proposed combination and addressing statements by PSAM and Paulson regarding the proposed combination with which MetroPCS disagreed. On March 12, 2013, MetroPCS began mailing to its stockholders of record as of the close of business on the record date a definitive proxy statement relating to a special meeting of its stockholders to take place on Friday, April 12, 2013. Following the mailing of the definitive proxy statement, MetroPCS and its representatives began contacting and attending in person meetings with MetroPCS stockholders to solicit proxies in favor of the proposals.

Shortly thereafter, PSAM began mailing to certain MetroPCS stockholders of record as of the close of business on the record date a definitive proxy statement soliciting proxies against the proposals. Following PSAM’s mailing of its definitive proxy statement, MetroPCS and its representatives continued contacting MetroPCS stockholders to solicit proxies in favor of the proposals. On March 18, 2013 MetroPCS filed an investor presentation with the SEC in connection with the transaction and subsequently met with one of the leading independent U.S. proxy advisory firms, Institutional Shareholder Services Inc., to discuss the benefits of the proposed transaction.

On March 27, 2013 and March 28, 2013, respectively, Institutional Shareholder Services Inc. and Glass Lewis & Co., two of the leading independent U.S. proxy advisory firms, recommended that MetroPCS’ stockholders vote against the proposals.

On April 5, 2013, members of MetroPCS’ board and management met with PSAM and Paulson to discuss the proposed transaction. PSAM and Paulson indicated that they continued to oppose the transaction on the terms and conditions of the original business combination agreement.

During the week of April 8, 2013, MetroPCS’ representatives advised MetroPCS’ board and management that the stockholders were unlikely to approve the proposals on the then-existing terms and conditions of the transaction.

On April 10, 2013, Deutsche Telekom delivered to the MetroPCS board a proposal for amending the business combination agreement to (i) reduce the principal amount of the debt of the combined company to be issued to Deutsche Telekom at the closing of the transaction by $3.8 billion, (ii) reduce the interest rate of the debt of the combined company to be issued to Deutsche Telekom at the closing of the transaction by 50 basis points, and (iii) extend the lock-up period on sales to the public following the closing of the transaction of shares

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of common stock of the combined company held by Deutsche Telekom from six months to eighteen months, subject to certain exceptions. In addition, the proposal provided that for purposes of determining the reference yield described in Exhibit F of the business combination agreement for any notes issued to Deutsche Telekom in connection with determining the interest rates thereof, if such notes have not been rated by either Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, then such notes shall be deemed to have the same rating as MetroPCS’ 6.625% Senior Notes due 2023, or, if the 6.625% Senior Notes due 2023 are not rated or outstanding, certain other notes of the issuer. On the same day, Deutsche Telekom delivered to MetroPCS a draft of an amendment to the original business combination agreement reflecting the improved terms of Deutsche Telekom’s proposal.

Later on April 10, 2013, MetroPCS issued a press release postponing the date of the special meeting to April 24, 2013.

On April 11, 2013, Paulson issued a press release that stated that “while Paulson needs to review the revised proxy statement before making a final decision, Paulson intends to vote for the merger as structured.” Later that day, PSAM issued a press release that stated that “subject to reviewing the revised proxy materials it will withdraw its proxy solicitation campaign and [will] not object to the proposed MetroPCS Communications, Inc. . . . and T-Mobile USA . . . merger now that Deutsche Telekom has provided a revised offer that improves the value PCS shareholders will receive in the transaction.”

On April 11, 2013, the MetroPCS board reviewed, discussed, and approved a revised five-year long range forecast for MetroPCS taking into account the recent performance of the business and MetroPCS management’s forecast for the fiscal years 2013 through 2017. On that same day, the special committee of the MetroPCS board met to discuss the Deutsche Telekom proposal and an amendment to the Evercore Group L.L.C., which we refer to as Evercore, engagement letter. The special committee delegated the authority to the Chairman of the special committee to negotiate, execute and deliver an amendment to the Evercore engagement letter. Later that day, the Chairman of the special committee agreed with Evercore on the fee payable in connection with its analysis and opinion relating to the transaction, in each case as described in more detail below. The special committee met later that day to review a request from PSAM received earlier that day for reimbursement of certain of its expenses related to its proxy solicitation. The special committee considered the request but deferred any final recommendation until it had received more information regarding the amount and nature of the expenses for which reimbursement was requested. Also on that day, MetroPCS and its financial and legal advisors reviewed and revised Deutsche Telekom’s draft of the amendment to the original business combination agreement, and MetroPCS provided a draft of the revised amendment to the original business combination agreement to the special committee and the board.

On April 12, 2013, MetroPCS provided a draft of the amendment to the special committee and the board.

On April 14, 2013, the Chairman of the special committee and Evercore entered into an amendment to the Evercore engagement letter.

On the afternoon of April 14, 2013, the special committee met via telephone to consider the final terms of the amendment. Representatives of MetroPCS management, JPMorgan, Credit Suisse, Evercore, Gibson Dunn, Akin Gump and Fulbright and Jaworski attended the meeting. The special committee discussed the Deutsche Telekom proposal and the amendment. Gibson Dunn reviewed the material terms of the amendment. Representatives of JPMorgan and Credit Suisse made a presentation to the special committee on, among other things, the revised terms of the debt to be issued to Deutsche Telekom at closing and the resulting impact on the combined company’s capital structure. JPMorgan also discussed with the special committee the debt markets and provided its views on the reasonableness of the terms of such debt. Evercore explained its analysis of the issuance of MetroPCS common stock pursuant to the transaction to the special committee and rendered its oral opinion, subsequently confirmed in writing, that as of the date of the opinion and based on and subject to the assumptions, qualifications and limitations on the scope of the review undertaken by Evercore as discussed in its opinion, the MetroPCS stock issuance equal to 74% of the fully-diluted shares of MetroPCS common stock

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outstanding immediately following the cash payment (with the percentage ownership of MetroPCS common stock as of such time as Holding or its designee and the MetroPCS stockholders and optionholders being calculated pursuant to the business combination agreement (1) under the treasury method based on the average closing price of a share of MetroPCS common stock on the New York Stock Exchange for the five full trading days immediately preceding the date the transaction is completed after taking into account the reverse stock split and the cash payment but before taking into account the subsequent cash-out of stock options, if any, in connection with the transaction and (2) on a grossed-up basis to take into account the number of shares of MetroPCS common stock so issued in the MetroPCS stock issuance) in connection with the transaction, as modified by the amendment, was fair, from a financial point of view, to MetroPCS and the MetroPCS stockholders (other than Deutsche Telekom and its affiliates). The special committee also considered the request from PSAM for MetroPCS to reimburse PSAM for certain specified out-of-pocket expenses related to its proxy solicitation. The special committee then met in executive session to consider the Deutsche Telekom proposal, the amendment, Evercore’s opinion. At the conclusion of the executive session, the special committee unanimously recommended that the MetroPCS board approve the transaction, as modified by the amendment, and that MetroPCS reimburse PSAM for its actual out-of-pocket expenses related to its proxy solicitation at, and contingent upon, the closing of the transaction.

Later that evening, the MetroPCS board met and a report of the special committee was presented to the board regarding the Deutsche Telekom proposal, the amendment, and Evercore’s opinion. Representatives of MetroPCS management, JPMorgan, Credit Suisse, Evercore, Gibson Dunn, Akin Gump and Fulbright and Jaworski attended the meeting. Following the receipt of this recommendation from the special committee, the MetroPCS board unanimously approved the transaction with Deutsche Telekom, as modified by the amendment, and recommended that the MetroPCS stockholders vote “FOR” the proposals contained in this proxy statement supplement and the proxy statement. In addition, the MetroPCS board, after considering the recommendation of the special committee, agreed to reimburse PSAM for its actual out-of-pocket expenses related to its proxy solicitation at, and contingent upon, the closing of the transaction.

On April 14, 2013, following MetroPCS board approval, the parties executed and delivered the amendment.

Reasons for the Transaction; Recommendation of the MetroPCS Board and the Special Committee

The proxy statement describes each of the MetroPCS board’s and the special committee’s reasons supporting its decision to approve the business combination agreement and the transaction up to and including March 12, 2013, the date of the proxy statement. The discussion below supplements that description up to and including the date of this proxy statement supplement.

In evaluating whether to continue to recommend that you vote “for” the proposals and whether MetroPCS should enter into the amendment and the transactions contemplated thereby, the MetroPCS board, including the special committee, consulted with MetroPCS’ management and its legal, financial and other advisors, and also considered numerous factors, including the following factors that each of the MetroPCS board and the special committee viewed as supporting its decision to approve the business combination agreement and the transactions contemplated thereby:

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This discussion of the information and factors considered by each of the MetroPCS board and the special committee in reaching its conclusions and recommendation includes the material factors considered by the MetroPCS board and the special committee, respectively, but is not intended to be exhaustive. In view of the wide variety of factors considered in connection with its evaluation of the business combination agreement, the amendment and the transaction and the complexity of these matters, the MetroPCS board did not find it practicable, and it did not attempt, to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the business combination agreement, the amendment and the transaction in light of the amendment and to recommend that MetroPCS’ stockholders vote in favor of the MetroPCS stock issuance and the new certificate of incorporation. The MetroPCS board and the special committee conducted an overall analysis of the factors described above, including through discussions with, and questioning of, MetroPCS’ management and outside legal, financial and other advisors regarding certain of the matters described above. In considering the factors described above, individual members of the MetroPCS board or the special committee may have given differing weights to different factors.

The MetroPCS board, acting upon the recommendation of the special committee, unanimously approved the business combination agreement and the amendment and has determined that the transaction, including the MetroPCS stock issuance and the new certificate of incorporation, is appropriate, advisable and in the best interests of MetroPCS and its stockholders. The MetroPCS board, acting upon the recommendation of the special committee, unanimously recommends that MetroPCS’ stockholders vote “FOR” the stock issuance proposal and “FOR” each new certificate of incorporation proposal. The business combination agreement provides that the requisite MetroPCS stockholder approval of the stock issuance proposal and each new certificate of incorporation proposal is a condition to closing the transaction, as more fully described in the proxy statement under “Summary of the Business Combination Agreement—Conditions to Closing the Transaction.”

Opinion of the Financial Advisor to the MetroPCS Special Committee

In April 2012, Evercore was retained by MetroPCS on behalf of the special committee of the MetroPCS board to act as financial advisor to the special committee with respect to potential strategic transactions. On

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April 14, 2013, at a meeting of the special committee, Evercore delivered to the special committee an oral opinion, which opinion was confirmed by delivery of a written opinion dated April 14, 2013, which written opinion we refer to as the opinion, to the effect that, as of that date and based on and subject to assumptions made (including the payment by MetroPCS to its stockholders of the cash payment), matters considered and limitations on the scope of review undertaken by Evercore as set forth therein, the MetroPCS stock issuance equal to 74% of the fully-diluted shares of MetroPCS common stock outstanding immediately following the cash payment (with the percentage ownership of MetroPCS common stock as of such time as Holding or its designee and the MetroPCS stockholders and optionholders being calculated pursuant to the business combination agreement (1) under the treasury method based on the average closing price of a share of MetroPCS common stock on the New York Stock Exchange for the five full trading days immediately preceding the date the transaction is completed after taking into account the reverse stock split and the cash payment but before taking into account the subsequent cash-out of stock options, if any, in connection with the transaction and (2) on a grossed-up basis to take into account the number of shares of MetroPCS common stock so issued in the MetroPCS stock issuance) (the shares of MetroPCS common stock to be so issued in the MetroPCS stock issuance being referred to as the business combination consideration) in consideration for the acquisition, which we refer to as the business combination, by MetroPCS from a subsidiary of Deutsche Telekom of the T-Mobile shares, is fair, from a financial point of view, to MetroPCS and its stockholders (other than Deutsche Telekom and its affiliates). A copy of Evercore’s written opinion was also provided by the special committee to the MetroPCS board, in its capacity as such, in connection with the MetroPCS board’s evaluation of the transaction and receipt of the special committee’s recommendation to the MetroPCS board.

The full text of Evercore’s written opinion, dated April 14, 2013, which sets forth, among other things, the procedures followed, assumptions made, matters considered and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement supplement and is incorporated by reference in its entirety into this proxy statement supplement. Evercore’s opinion was directed to the special committee, in its capacity as such, and addresses only the fairness to MetroPCS and its stockholders (other than Deutsche Telekom and its affiliates), from a financial point of view, assuming payment of the cash payment, of MetroPCS’ issuance of the business combination consideration in consideration for the T-Mobile shares. The opinion does not address any other term or aspect of the business combination agreement or the transaction or any term or aspect of any other agreement or instrument contemplated by the business combination agreement or entered into or amended in connection with the transaction and does not constitute a recommendation to the special committee or to any other persons in respect of the business combination agreement or the transaction, including as to how any holder of shares of MetroPCS common stock should vote or act in respect of the business combination agreement or the transaction.

In connection with rendering its opinion, Evercore, among other things:

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For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore assumed no liability therefor. With respect to the projected financial and operating data relating to MetroPCS, Evercore assumed that they had been reasonably prepared on bases reflecting the best available estimates and good faith judgments of management of MetroPCS as to the matters covered thereby. Evercore expressed no view as to any projected financial or operating data relating to MetroPCS or the assumptions on which they were based. With respect to T-Mobile management projected financial data and the T-Mobile management projected operating data, Evercore assumed that they had been reasonably prepared on bases reflecting the best available estimates and good faith judgments of management of Deutsche Telekom and T-Mobile as to the matters covered thereby. With respect to adjusted T-Mobile projected financial data and the adjusted T-Mobile projected operating data, Evercore assumed that the adjustments which MetroPCS’ management directed Evercore to make to the T-Mobile management projected financial data and the T-Mobile management projected operating data had been reasonably determined by MetroPCS’ management on bases reflecting the best available estimates and good faith judgments of management of MetroPCS as to the matters covered thereby. Evercore expresses no view as to any projected financial or operating data relating to T-Mobile (whether prepared by management of

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Deutsche Telekom or T-Mobile, or as adjusted at the direction of management of MetroPCS) or the assumptions on which they are based. Evercore also assumed that the estimated synergies were reasonably obtainable, were estimated on bases reflecting the best currently available estimates and good faith judgments of the future competitiveness, operating and regulatory environments and related financial performance of MetroPCS and T-Mobile and will be realized in the amounts and at the times indicated thereby. Evercore expressed no view as to the estimated synergies or the assumptions on which they were based. With respect to the amount, timing and use of the tax attributes of the combined company estimated by management of MetroPCS, Evercore assumed that such estimates are reasonable and will be realized, although Evercore expressed no view as to such estimates or the assumptions on which they were based. For purposes of Evercore’s analysis and opinion, at the request of the special committee, Evercore relied on the projections prepared by the management of MetroPCS with respect to projected financial and operating data of MetroPCS, including the estimated synergies and estimates as to the amount, timing and use of tax attributes of the combined company, and on the adjusted T-Mobile projected financial data and the adjusted T-Mobile projected operating data.

For purposes of rendering its opinion, Evercore assumed that the executed amendment will be the same in all respects material to its analysis as the draft dated April 12, 2013 reviewed by Evercore, that the representations and warranties of each party contained in the business combination agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the business combination agreement and that all conditions to the completion of the transaction will be satisfied without material waiver or modification thereof. Evercore also assumed with the consent of the special committee that the terms of the Deutsche Telekom notes and the working capital revolving credit facility (including any fees payable to Deutsche Telekom in connection therewith) are on terms no less favorable to MetroPCS than could be obtained from an unaffiliated third party lender. Evercore further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the completion of the transaction will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on MetroPCS, T-Mobile or the completion of the business combination or materially reduce the benefits to MetroPCS of the transaction.

Evercore did not make or assume any responsibility for making any physical inspection, independent valuation or appraisal of the assets or liabilities of MetroPCS or T-Mobile, nor was Evercore furnished with any such valuation or appraisals, nor did Evercore evaluate the solvency or fair value of MetroPCS or T-Mobile under any state or federal laws relating to bankruptcy, insolvency or similar matters. In addition, Evercore assumed that the outcome of any current and pending litigation affecting MetroPCS or T-Mobile will not be material to its analysis. Evercore’s opinion was necessarily based upon information made available to it as of the date of its delivery and financial, economic, market and other conditions as they existed and as could be evaluated as of such date. Evercore noted that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than, assuming payment of the cash payment, whether MetroPCS’ issuance of the business combination consideration in consideration for the T-Mobile shares is fair, from a financial point of view, to MetroPCS and its stockholders (other than Deutsche Telekom and its affiliates). Evercore did not express any view on, and its opinion did not address, any other term or aspect of the business combination agreement or the transaction or any term or aspect of any other agreement or instrument contemplated by the business combination agreement or entered into or amended in connection with the transaction, including, without limitation, (i) the fairness of the reverse stock split or of the cash payment or any other consideration to be received in connection therewith by the holders of MetroPCS common stock or any other securities or creditors or constituencies of MetroPCS, (ii) the terms of the Deutsche Telekom notes and the working capital revolving credit facility (including the amount and nature of the fees payable to Deutsche Telekom in connection therewith) or (iii) the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of MetroPCS, or any class of such persons, whether relative to the reverse stock split, the cash payment, the business combination consideration or otherwise.

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Evercore assumed that any modification to the structure of the transaction would not vary in any respect material to its analysis. Evercore’s opinion does not address the relative merits of the transaction as compared to other business or financial strategies that might be available to MetroPCS, nor does it address the underlying business decision of MetroPCS to engage in the business combination or any other portion of the transaction, including the reverse stock split and the cash payment. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the MetroPCS common stock or other extraordinary transaction involving MetroPCS. Evercore’s opinion does not constitute a recommendation to the special committee, the MetroPCS board or to any other persons in respect of the business combination agreement or the transaction, including as to how any holder of shares of MetroPCS common stock should vote or act in respect of the transaction. Evercore expressed no opinion as to the price at which shares of MetroPCS common stock will trade at any time. Evercore is not legal, regulatory, accounting or tax experts and has assumed the accuracy and completeness of assessments by MetroPCS, T-Mobile and their respective advisors with respect to legal, regulatory, accounting and tax matters. The issuance by Evercore of its opinion was approved by an Opinion Committee of Evercore.

Summary of Evercore’s Financial Analysis

Set forth below is a summary of the material financial analyses conducted by Evercore and reviewed with the special committee on April 14, 2013, in connection with Evercore’s opinion dated April 14, 2013.

Except as described above under the section entitled “Opinion of the Financial Advisor to the Special Committee,” the special committee imposed no instructions or limitations on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. Evercore’s opinion was only one of many factors considered by the special committee in its evaluation of the transaction and should not be viewed as determinative of the views of the special committee, MetroPCS board or MetroPCS’ management with respect to the transaction or the business combination consideration. See the section in each of this proxy statement supplement and the proxy statement entitled “The Transaction—Reasons for the Transaction; Recommendation of the MetroPCS Board and the Special Committee.”

The business combination consideration was determined through negotiations between MetroPCS, Deutsche Telekom, Holding and T-Mobile and was approved by the special committee and the MetroPCS board. Evercore did not recommend any specific business combination consideration nor did it indicate that any given business combination consideration constituted the only appropriate business combination consideration.

In connection with the review of the transaction by the special committee, Evercore performed a variety of financial and comparative analyses, which are summarized below, for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described below, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its determination, Evercore considered the results of all the analyses summarized below and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have considered various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described above should therefore not be taken to be Evercore’s view of the value of MetroPCS or T-Mobile. No company used in the analyses summarized below as a comparison is identical to MetroPCS or T-Mobile, and no transaction used is identical to the transaction. Accordingly, such analyses may not necessarily utilize all companies or transactions that could be deemed comparable to MetroPCS, T-Mobile or the business combination. Further, Evercore’s analysis involves complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of MetroPCS, Deutsche Telekom or T-Mobile.

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Evercore conducted the analysis summarized below for the purpose of providing an opinion to the special committee as to the fairness to MetroPCS and its stockholders (other than Deutsche Telekom and its affiliates), from a financial point of view, of MetroPCS’ issuance of the business combination consideration in consideration for the T-Mobile shares, assuming payment of the cash payment. This analysis does not purport to be appraisals or to necessarily reflect the prices at which the business or securities of MetroPCS or T-Mobile actually may trade or be sold. Estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such estimates. Accordingly, estimates used in, and the results derived from, the analyses summarized below are inherently subject to substantial uncertainty, and Evercore does not assume any responsibility if future results are materially different from those forecasted in such estimates.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 12, 2013, and is not necessarily indicative of current or future market conditions. This data may differ from market data as it existed or was available to Evercore as of October 2, 2012, the date on which Evercore delivered its opinion to the special committee in connection with the transaction contemplated by the original business combination agreement being considered by the special committee on that date.

The following summary of financial analyses includes information presented in tabular format. These tables alone do not constitute a complete description of the financial analyses and must be read together with the text of each summary in order to understand fully the financial analyses. Considering the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of such financial analyses.

In conducting its analysis, Evercore used various methodologies to review the valuation of each of MetroPCS and T-Mobile on a stand-alone basis and MetroPCS and T-Mobile on a relative basis, to assess the fairness of the business combination consideration to be issued by MetroPCS in consideration for the T-Mobile shares, assuming payment of the cash payment. Specifically, Evercore conducted analyses of historical share price, research analyst price targets, selected publicly traded companies, selected precedent transactions, discounted cash flow, implied percentage ownership based upon selected publicly traded companies and discounted cash flow analyses, relative contribution to the combined company and has / gets analysis. However, Evercore only relied upon the analyses of implied percentage ownership based upon selected publicly traded companies and discounted cash flow analyses, relative contribution to the combined company and has / gets analysis for purposes of its opinion. For purposes of each valuation methodology applied to MetroPCS, Evercore assumed that MetroPCS will spend $1.5 billion on spectrum in 2013. For purposes of each valuation methodology (other than the discounted cash flow analysis) applied to T-Mobile, Evercore included $2.46 billion related to tower financing obligations in its calculation of net debt.

Stand-Alone Valuation Analyses

Analysis of Selected Publicly Traded Companies—Generally . Evercore compared certain financial and operating information and commonly used valuation measurements for MetroPCS and T-Mobile to corresponding information and measurements for a group of four publicly traded comparable companies that participate predominantly in the wireless communications industry, referred to as the selected comparable companies, in order to derive implied per share equity value reference ranges for MetroPCS and T-Mobile. The selected comparable companies were:

Sprint (pro forma for the announced (i) October 2012 transaction with Softbank, (ii) November 2012 transaction with U.S. Cellular Midwest Assets and (iii) December 2012 transaction with Clearwire)

Sprint (pro forma for the announced (i) October 2012 transaction with Softbank and (ii) November 2012 transaction with U.S. Cellular Midwest Assets), but excluding Clearwire

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U.S. Cellular (pro forma for November 2012 transaction with Sprint)

Leap Wireless

nTelos

Evercore selected the companies listed above because; based on Evercore’s professional judgment and experience in the wireless communications industry, their businesses and operating profiles are relevant to that of MetroPCS. However, because of the inherent differences between the businesses, operations and prospects of MetroPCS and the businesses, operations and prospects of the selected comparable companies, no comparable company is exactly the same as MetroPCS. Therefore, Evercore believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the comparable company analysis. Accordingly, Evercore also made qualitative judgments (as more fully explained in the subsequent sentence) based on its experience in the wireless communications industry concerning differences between the financial and operating characteristics and prospects of MetroPCS and the selected comparable companies that would affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, capital structures, growth prospects, profitability levels and degrees of operational risk of MetroPCS and the selected comparable companies.

Evercore reviewed, among other things, enterprise values, calculated as equity value based on closing stock prices on April 12, 2013, plus debt, preferred stock and minority interests, less cash and cash equivalents and investments, as a multiple of the estimated earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, of the selected comparable companies for calendar years 2013 and 2014. Financial forecasts for MetroPCS and T-Mobile were based on (i) certain non-public projected financial data relating to MetroPCS prepared and furnished to Evercore by the management of MetroPCS and (ii) certain non-public projected financial data relating to T-Mobile prepared by the management of Deutsche Telekom and T-Mobile furnished to Evercore by MetroPCS as adjusted at the direction of MetroPCS’ management. Evercore also used publicly available information concerning historical and projected financial performance for the selected comparable companies, including published historical financial information and publicly available third-party research.

Analysis of Selected Publicly Traded Companies—As Applied to MetroPCS. Evercore then applied ranges of selected enterprise value to EBITDA (post stock-based compensation expense) multiples derived from the selected comparable companies (the mean and median of which was 5.3 and 5.2 respectively for 2013 Estimated EBITDA and 4.7 and 4.9 respectively for 2014 Estimated EBITDA) to corresponding financial data of MetroPCS based on certain non-public projected financial data relating to MetroPCS prepared and furnished to Evercore by the management of MetroPCS. The high and low of the relevant multiples derived for each of the selected comparable companies is reflected in the column of the chart titled “All selected comparable companies.” Based on the multiple ranges for the selected comparable companies, Evercore selected the range of multiples reflected in the column of the chart below titled “Selected Valuation Multiple Ranges for MetroPCS,” which Evercore judged, based on their financial advisory experience, to be most appropriate in order to perform their analysis of MetroPCS. This analysis indicated the following implied equity value per share valuation reference ranges for MetroPCS as presented below:

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Analysis of Selected Publicly Traded Companies—As Applied to T-Mobile. In order to provide a basis for certain of the other analyses performed by Evercore and described below under “Relative Valuation Analyses,” Evercore then applied ranges of selected enterprise value to EBITDA multiples derived from the selected comparable companies (the mean and median of which was 5.3 and 5.2 respectively for 2013 Estimated EBITDA and 4.7 and 4.9 respectively for 2014 Estimated EBITDA) to corresponding financial data of T-Mobile based on information and projections provided by T-Mobile and Deutsche Telekom management as adjusted by MetroPCS’ management. Based on the multiple ranges for the selected comparable companies (the high and low of such multiples being reflected in the column of the chart below titled “All selected comparable companies”), Evercore selected the range of multiples reflected in the column of the chart below titled “Selected Valuation Multiple Ranges for T-Mobile” that Evercore judged, based on their financial advisory experience, to be most appropriate in order to perform their analysis of T-Mobile. This analysis indicated the following implied equity value reference ranges for T-Mobile:

None of the selected comparable companies utilized as a comparison is identical to MetroPCS or T-Mobile. Accordingly, Evercore believes the analysis of publicly traded comparable companies is not simply mathematical. Rather, it involves complex considerations and qualitative judgments, reflected in Evercore’s opinion, concerning differences in financial and operating characteristics and other factors that could affect the public trading value of the selected comparable companies to which MetroPCS and T-Mobile are compared.

Discounted Cash Flow Analysis of MetroPCS. As part of its analysis, and in order to estimate the implied present value of the equity value per share for MetroPCS, Evercore prepared a discounted cash flow analysis for MetroPCS.

A discounted cash flow analysis is a valuation methodology used to derive a valuation of an asset by calculating the present value of estimated future cash flows to be generated by the asset. Present value refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors. Evercore performed a discounted cash flow analysis for MetroPCS by adding (1) the present value of MetroPCS’ projected after-tax unlevered free cash flows for fiscal years 2013 through 2017 to (2) the present value of certain net operating losses of MetroPCS to (3) the present value of the terminal value of MetroPCS as of the end of fiscal year 2017. For each year, unlevered free cash flow was derived as follows: EBITDA plus certain non-cash adjustments less taxes less capital expenditures less changes in working capital, where changes in working capital can either be positive or negative. Terminal value refers to the value at a particular point in time of all future cash flows to be generated by an asset.

Evercore estimated a range of terminal values as of the end of fiscal year 2017 calculated based on multiples of 4.5x to 5.5x, which Evercore selected based on its professional judgment and experience in the wireless telecommunications industry. Evercore performed a discounted cash flow analysis using a range of discount rates from 8% to 9%. The discount rates were based on calculations of the weighted average cost of capital of MetroPCS, which Evercore derived based on MetroPCS’ estimated cost of equity (derived using the Capital Asset Pricing Model) and MetroPCS’ estimated cost of debt at an assumed target capital structure. Evercore calculated per share equity values by first determining a range of enterprise values of MetroPCS by adding the present values of the after-tax unlevered free cash flows, certain net operating losses and terminal values for each terminal value multiple and discount rate scenario, and then subtracting from the enterprise values the net debt, calculated as total debt minus cash and investments, of MetroPCS, and then dividing those amounts by the

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number of fully diluted shares of MetroPCS. Based on financial estimates provided by MetroPCS management, this analysis indicated the following implied per share equity value reference ranges for MetroPCS:

Discounted Cash Flow Analysis of T-Mobile. In order to provide a basis for certain of the other analyses performed by Evercore and described below under “Relative Valuation Analyses,” Evercore prepared a discounted

cash flow analysis for T-Mobile of after-tax unlevered free cash flows for fiscal years 2013 through 2017, using projections provided by T-Mobile and Deutsche Telekom management as adjusted by MetroPCS’ management. Evercore performed a discounted cash flow analysis for T-Mobile by adding (1) the present value of T-Mobile’s projected after-tax unlevered free cash flows for fiscal years 2013 through 2017 to (2) the present value of certain net operating losses of T-Mobile to (3) the present value of the terminal value of T-Mobile as of the end of fiscal year 2017. For each year, unlevered free cash flow was derived as follows: EBITDA less certain tower lease related adjustments less taxes less capital expenditures less changes in working capital, whereas changes in working capital can either be positive or negative.

Evercore estimated a range of terminal values as of the end of fiscal year 2017 calculated based on multiples of 4.5x – 5.5 xs, which Evercore selected based on its professional judgment and experience in the wireless telecommunications industry. Evercore performed a discounted cash flow analysis using a range of discount rates from 8% to 9%. Evercore calculated equity values of T-Mobile by adding the present values of the after-tax unlevered free cash flows, certain net operating losses and terminal values for each terminal value multiple and discount rate scenario. Based on financial estimates provided by T-Mobile and Deutsche Telekom management as adjusted by MetroPCS’ management, this analysis indicated the following equity value reference ranges for T-Mobile:

Relative Valuation Analyses

Implied Percentage Ownership Analysis. Based on the implied valuations for each of MetroPCS and T-Mobile derived above under “Analysis of Selected Publicly Traded Companies—As Applied to MetroPCS,” “Analysis of Selected Publicly Traded Companies—As Applied to T-Mobile,” “Discounted Cash Flow Analysis of MetroPCS” and “Discounted Cash Flow Analysis of T-Mobile,” Evercore calculated an implied equity ownership range for MetroPCS in the combined company, which we refer to as the MetroPCS implied equity ownership range, and compared it to the proposed equity ownership for MetroPCS in the combined company to result from the transaction.

For each of the analyses referred to above, Evercore calculated the low end of each MetroPCS implied equity ownership range assuming the lowest implied per share equity value for MetroPCS and the highest implied equity value for T-Mobile derived from each of the foregoing valuation analyses. Evercore then calculated the high end of each MetroPCS implied equity ownership range assuming the highest implied per share equity value for MetroPCS and the lowest implied equity value for T-Mobile derived from each of the foregoing valuation analyses. Evercore also calculated the midpoint implied equity ownership assuming the midpoint implied per share equity value for both MetroPCS and T-Mobile derived from each of the foregoing analyses. In each of these calculations, Evercore assumed that MetroPCS had made the cash payment to its stockholders.

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The proposed equity ownership percentage of holders of shares of MetroPCS common stock in the combined company after giving effect to the transaction was compared to MetroPCS’ implied equity ownership utilizing the non-public projected financial data relating to MetroPCS prepared and furnished to Evercore by the management of MetroPCS, as set forth below:

Evercore observed that the proposed aggregate equity ownership percentage of holders of shares of MetroPCS Common Stock in the combined company of 26% fell above each of the implied equity ownership ranges set forth above.

Contribution Analysis. Evercore analyzed the respective contributions of MetroPCS and T-Mobile to the revenue and EBITDA of the combined company for fiscal year 2012 and estimated fiscal year 2013 through estimated fiscal year 2014. This analysis did not include any estimated synergies and was based on (i) certain non-public projected financial data relating to MetroPCS prepared and furnished to Evercore by the management of MetroPCS and (ii) certain non-public projected financial data relating to T-Mobile prepared by the management of Deutsche Telekom and T-Mobile furnished to Evercore by MetroPCS as adjusted at the direction of MetroPCS’ management. For purposes of this analysis, Evercore assumed that the pro forma company is valued at a range of 2013 combined estimated EBITDA of 5.5 x to 6.0x, which Evercore selected based on its professional judgment and experience in the wireless telecommunications industry. Evercore then calculated each of MetroPCS’ and T-Mobile’s enterprise value based on their respective relative contribution of estimated revenue and EBITDA. Evercore subtracted net debt, calculated as total debt minus cash and cash equivalents, from enterprise value to derive the equity value for each of MetroPCS and T-Mobile. For MetroPCS, Evercore deducted the cash payment from MetroPCS’ calculated equity value. These equity values were used to calculate the implied equity ownership of MetroPCS in the combined company. This analysis was compared to the proposed aggregate 26% equity ownership in the combined company by current holders of shares of MetroPCS common stock assuming payment by MetroPCS to its stockholders of the cash payment and after giving effect to the business combination. The following table presents the results of this analysis:

Evercore observed that the proposed aggregate 26% equity ownership of holders of shares of MetroPCS common stock in the combined company, assuming payment by MetroPCS to its stockholders of the cash payment and after giving effect to the business combination, was greater than any implied MetroPCS equity ownership derived from Evercore’s contribution analysis set forth above.

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Has / Gets Analysis

Evercore also reviewed the following metrics for MetroPCS both on a stand-alone and pro forma basis:

Implied per share equity value based on discounted cash flow analysis

Implied per share equity value based on multiples analysis

With respect to the implied per share equity value based on discounted cash flow analysis, Evercore assumed an 8.5% weighted average cost of capital and 5.0x terminal multiple for both MetroPCS and T-Mobile, which were based on Evercore’s professional judgment and experience in the wireless telecommunications industry. The pro-forma implied equity value per share was equal to the quotient obtained by dividing (A) the sum of (1) 26% multiplied by an amount equal to the sum of (i) MetroPCS’ stand-alone discounted cash flow implied equity value, plus (ii) T-Mobile’s stand-alone discounted cash flow implied equity value, plus (iii) the present value of the estimated synergies, plus (iv) the after-tax value of the avoided spectrum cost assumed by MetroPCS in its stand- alone projections, less (v) the net present value of the loss of certain net operating losses as a result of the business combination, less (vi) estimated transaction expenses, less (vii) the cash payment, and (2) the cash payment by (B) the fully diluted shares outstanding of MetroPCS common stock. For illustrative purposes, Evercore calculated pro forma equity value assuming three different scenarios: (1) no realization of the estimated synergies; (2) realization of 50% of the estimated synergies or net present value of $3.3 billion; and (3) realization of 100% of the estimated synergies or net present value of $6.7 billion.

With respect to the implied per share equity value based on multiples analysis, the stand-alone value is based on the share price as of September 25, 2012. The pro-forma implied equity value per share was equal to the quotient obtained by dividing (A) the sum of (1) 26% multiplied by an amount equal to the sum of (i) the pro forma equity value calculated by applying 5.75x multiple, which Evercore selected based on its professional judgment and experience in the wireless telecommunications industry, to the estimated pro forma 2013 EBITDA and deducting estimated net debt of both MetroPCS and T-Mobile, plus (ii) the present value of the estimated synergies, less (iii) the estimated transaction expenses, less (iv) the cash payment, and (2) the cash payment by (B) the fully diluted shares outstanding of MetroPCS common stock. For illustrative purposes, Evercore calculated pro forma equity value assuming three different scenarios: (1) no realization of estimated synergies; (2) realization of 50% of the estimated synergies or net present value of $3.3 billion; and (3) realization of 100% of the estimated synergies or net present value of $6.7 billion. In addition, based on its professional judgment and experience in the wireless telecommunications industry, Evercore calculated pro forma equity value utilizing (i) a range of (a) weighted average cost of capital from 8.0% to 9.0% and (b) terminal value multiples from 4.5x to 5.5x, in the case of its discounted cash flow has / gets analysis, and (ii) a range of multiples from 5.00x to 6.25x, in the case of its multiples has / gets analysis.

The comparison of stand-alone implied per share equity values to the pro forma implied equity values using both discounted cash flow analysis and multiples analysis indicated that, based on the 26% ownership split provided in the business combination agreement, pro forma implied per share values were higher than stand-alone implied per share values.

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