e424b3
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-126246
Prospectus Supplement No. 2
to Prospectus dated May 22, 2008
11,755,806 Shares
LEAP WIRELESS INTERNATIONAL, INC.
Common Stock
We are supplementing the prospectus dated May 22, 2008, covering up to 11,755,806 shares of
our common stock, par value $0.0001 per share, which may be offered for sale from time to time by
the selling stockholders named in the prospectus. This prospectus supplement contains: (a) our
Current Report on Form 8-K dated June 17, 2008, which was filed with the Securities and Exchange
Commission on June 18, 2008, (b) our Current Report on Form 8-K dated June 18, 2008, which was
filed with the Securities and Exchange Commission on June 19,
2008 and (c) our two Current Reports on
Form 8-K dated June 19, 2008, which were filed with the Securities and Exchange Commission on June
20, 2008.
This prospectus supplement supplements information contained in the prospectus dated May 22,
2008. This prospectus supplement should be read in conjunction with the prospectus dated May 22,
2008, which is to be delivered with this prospectus supplement. This prospectus supplement is
qualified by reference to the prospectus, except to the extent that the information in this
prospectus supplement updates or supersedes the information contained in the prospectus dated May
22, 2008, including any supplements and amendments thereto.
This prospectus supplement is not complete without, and may not be delivered or utilized
except in connection with, the prospectus dated May 22, 2008, including any amendment or supplement
thereto.
INVESTING IN OUR SHARES OF COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE RISK FACTORS
BEGINNING ON PAGE 5 OF THE PROSPECTUS DATED MAY 22, 2008.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus supplement is truthful
or complete. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is June 23, 2008.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 17, 2008
LEAP WIRELESS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-29752
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33-0811062 |
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
10307 Pacific Center Court
San Diego, California 92121
(Address of Principal Executive Offices)
(858) 882-6000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2008, the Board of Directors (the Board) of Leap Wireless International, Inc.
(the Company) appointed Walter Z. Berger as the Companys executive vice president and chief
financial officer, effective upon Mr. Bergers commencement of employment with the Company on June
23, 2008. S. Douglas Hutcheson, the Companys president and chief executive officer, had served as
acting chief financial officer since September 2007.
Prior to joining the Company, Mr. Berger, age 52, served in senior management roles at CBS
Corporation, including as executive vice president and chief financial officer of CBS Radio from
2006 to 2008. Prior to that, Mr. Berger served as executive vice president, chief financial
officer and a director of Emmis Communications Corporation from 1999 to 2005. Prior to Emmis, Mr.
Berger served as executive vice president and chief financial officer of LG&E Corporation from 1996
to 1997 and was promoted to group president of the Energy Marketing Division in 1997 where he
served until 1999. From 1985 to 1996, Mr. Berger held a number of financial and operating
management roles in the manufacturing, service and energy fields, after having begun his career in
audit with Arthur Andersen in 1977. Mr. Berger received a B.A. in business administration from the
University of Massachusetts, Amherst.
In connection with his employment, Mr. Berger will receive an annual base salary of $530,000,
a sign-on bonus of $50,000 and an opportunity to earn an annual performance bonus. Mr. Bergers
target performance bonus will be 80% of his annual base salary, with bonus payouts based on Company
and individual performance. The Company also agreed to pay Mr. Berger a $50,000 retention bonus
upon the completion of his first, second and third years of employment. In addition, the Company
agreed to grant Mr. Berger 45,000 restricted shares of the Companys common stock at a purchase
price of $0.0001 per share and options to purchase 100,000 shares of the Companys common stock
pursuant to the Companys 2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan. These
equity awards will vest over a four year period, with 25,000 of the shares of restricted stock and
50,000 of the options eligible to vest on an accelerated basis if Mr. Bergers employment is
terminated in connection with a change of control that occurs prior to his completion of at least
eighteen months of service and with all of the shares of restricted stock and options eligible to
vest on an accelerated basis if his employment is terminated in connection with a change of control
that occurs after that time. Mr. Berger also received reasonable and customary relocation
benefits. The Company and Mr. Berger will also enter into the Companys standard form of severance
benefits agreement and director and officer indemnity agreement.
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.
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LEAP WIRELESS INTERNATIONAL, INC.
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Date: June 17, 2008 |
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By: |
/s/ S. Douglas Hutcheson
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S. Douglas Hutcheson |
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President and Chief Executive Officer |
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 18, 2008
LEAP WIRELESS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-29752
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33-0811062 |
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer |
incorporation)
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File Number)
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Identification No.) |
10307 Pacific Center Court
San Diego, California 92121
(Address of Principal Executive Offices)
(858) 882-6000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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o |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
On June 18, 2008, Leap Wireless International, Inc., or Leap, and its wholly owned subsidiary
Cricket Communications, Inc. (as borrower), or Cricket, entered into Amendment No. 3 to the Amended
and Restated Credit Agreement with the lenders named therein and Bank of America, N.A. (as
Administrative Agent), referred to herein as the Third Amendment.
Under the Third Amendment, the Amended and Restated Credit Agreement, or the Credit Agreement,
was amended, among other things to:
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increase the size of the permitted unsecured debt basket under the Credit
Agreement from $1.2 billion to $1.65 billion plus $1.00 for every $1.00 of cash
proceeds from the issuance of new common equity by Leap, up to $200 million in the
aggregate; |
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increase the add-back to consolidated earnings before interest, taxes,
depreciation and amortization, or EBITDA, for operating losses in new markets from
$75 million to $100 million, and extend the period in which such add-back applies
until December 31, 2011. For purposes of calculating the consolidated fixed charge
coverage ratio under the Credit Agreement, an additional $125 million in new market
operating losses can be added back to consolidated EBITDA through December 31, 2009; |
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exclude up to $125 million of capital expenditures made in connection with the
expansion of network coverage, capability and capacity in markets in existence as of
December 31, 2007 from the consolidated fixed charge coverage ratio calculation
through December 31, 2009; |
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increase the baskets under the Credit Agreement for capital lease and purchase
money security interests from $150 million to $250 million; |
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increase the baskets under the Credit Agreement for letters of credit from $15
million to $30 million; |
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exclude qualified preferred stock from the definition of indebtedness under the
Credit Agreement and make certain other amendments to facilitate the issuance by
Leap of qualified preferred stock; |
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establish that if Cricket enters into an incremental facility for term loans or a
revolving credit facility with an effective interest rate or weighted average yield
(taking into account factors such as any interest rate floor, call protection,
original issue discount and lender fees) that is higher than the then-existing
interest rate for the existing term loans or revolving credit facility, as
applicable, under the Credit Agreement, then the interest rate for the existing term
loans or revolving credit facility, as applicable, shall be increased to match the
effective interest rate or weighted average yield of such incremental facility; |
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cap any new incremental facilities under the Credit Agreement at $400 million in
the aggregate; |
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increase the applicable rate spread on the term loans and revolving credit
facility under the Credit Agreement by 50 basis points, and set a floor on the
London Interbank Offered Rate, or LIBOR, under the Credit Agreement of 3.00% per
annum; and |
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include a prepayment (or repayment) premium on the term loans of 2.0% on any
principal amount prepaid (or repaid) prior to the first anniversary of the date of
the amendment and 1.0% on any principal amount prepaid (or repaid) on or after the
first anniversary but prior to the second anniversary of the date of amendment
(other than prepayments in respect of extraordinary receipts). |
In connection with the execution of the Third Amendment, Leap paid a fee equal to 50 basis
points on the aggregate principal amount of the commitments and loans of each lender that executed
the Third Amendment on or before 5:00 p.m., eastern time, on June 18, 2008.
The terms of the existing Credit Agreement, as amended, are described in Leaps Current
Reports on Form 8-K filed with the Securities and Exchange Commission on June 19, 2006, March 21,
2007 and November 23, 2007, which are hereby incorporated by this reference.
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.
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LEAP WIRELESS INTERNATIONAL, INC.
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Date: June 18, 2008 |
By: |
/s/ S. DOUGLAS HUTCHESON
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S. Douglas Hutcheson |
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President and Chief Executive Officer |
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SECURITIES AND EXCHANGE COMMISSION
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): June 19, 2008
LEAP WIRELESS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-29752
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33-0811062 |
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(State or other jurisdiction of
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(Commission
|
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(I.R.S. Employer |
incorporation)
|
|
File Number)
|
|
Identification No.) |
10307 Pacific Center Court
San Diego, California 92121
(Address of Principal Executive Offices)
(858) 882-6000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other Events.
On June 19, 2008, Leap Wireless International, Inc. (Leap) issued a press release pursuant to Rule
135c under the Securities Act of 1933, as amended (the Securities Act), regarding its
proposed issuance of convertible senior notes due 2014 through a private placement to
qualified institutional buyers pursuant to Rule 144A under the Securities Act. Leap issued a
subsequent press release on June 19, 2008, announcing that it had priced an offering of $220
million in aggregate principal amount of 4.5% convertible senior notes due 2014, at an issue
price of 100% of the principal amount.
In
accordance with Rule 135c(d) under the Securities Act, copies of the press releases are
attached hereto as Exhibits 99.1 and 99.2.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
99.1 |
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Press Release of Leap Wireless International,
Inc., dated June 19, 2008 |
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99.2 |
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Press Release of Leap Wireless International,
Inc., dated June 19, 2008 |
2
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.
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LEAP WIRELESS INTERNATIONAL, INC. |
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Date: June 19, 2008 |
By /s/ S. Douglas Hutcheson |
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Name: |
S. Douglas Hutcheson |
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Title: |
Chief Executive Officer, President and
Acting Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
|
Description |
99.1 |
|
Press Release of Leap Wireless International,
Inc., dated June 19, 2008 |
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99.2 |
|
Press Release of Leap Wireless International,
Inc., dated June 19, 2008 |
FOR IMMEDIATE RELEASE
Leap Contacts:
Greg Lund, Media Relations
858-882-9105
glund@leapwireless.com
Amy Wakeham, Investor Relations
858-882-6084
awakeham@leapwireless.com
Leap Announces Proposed Private Placement of $200 Million in Convertible Senior Notes
SAN DIEGO June 19, 2008 Leap Wireless International, Inc. (NASDAQ:LEAP), a leading provider of
innovative and value-driven wireless communications services, today announced that it intends to
commence an offering, subject to market and other conditions, of $200 million in aggregate
principal amount of convertible senior notes due 2014 to be offered and sold to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Leap
expects to grant the initial purchasers of the notes an option to purchase up to an additional $30
million in aggregate principal amount of the notes to cover overallotments. The notes will be
convertible into shares of Leap common stock.
The notes will be Leaps unsecured and unsubordinated obligations and will be convertible into
shares of Leaps common stock. Leap will not have the right to redeem the notes prior to maturity.
Holders of the notes will have the right to require Leap to repurchase for cash all or some of
their notes upon the occurrence of certain fundamental change transactions. The interest rate,
conversion rate, and other terms will be determined by negotiations among Leap and the initial
purchasers of the notes.
Net proceeds from the offering will be used for working capital and other general corporate
purposes, including the build-out of new markets, the expansion of Leaps footprint in its existing
markets and the development of its broadband initiative.
The notes and the shares of Leap common stock issuable upon conversion of the notes have not been
registered under the Securities Act or any state securities laws and may not be offered or sold in
the United States without registration or an applicable exemption from registration requirements.
This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or
any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in
which, or to any persons to whom, such an offer, solicitation or sale is unlawful. Any offers of the notes will
be made only by means of an offering memorandum. This press release is being issued pursuant to and
in accordance with Rule 135c under the Securities Act.
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Leap Announces Proposed Private Placement of $200 Million in Convertible Senior Notes
|
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Page 2 of 3 |
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements reflect managements current expectations
based on currently available operating, financial and competitive information, but are subject to
risks, uncertainties and assumptions that could cause actual results to differ materially from
those anticipated in or implied by the forward-looking statements. Our forward-looking statements
include discussions of our plans to expand our business and are generally identified with words
such as believe, expect, intend, plan, could, may and similar expressions. Risks,
uncertainties and assumptions that could affect our forward-looking statements include, among other
things:
|
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our ability to attract and retain customers in an extremely competitive marketplace; |
|
|
changes in economic conditions, including interest rates, consumer credit conditions,
unemployment and other macro-economic factors that could adversely affect demand for the
services we provide; |
|
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the impact of competitors initiatives; |
|
|
our ability to successfully implement product offerings and execute effectively on our
planned coverage expansion, launches of markets we acquired in the FCCs auction for Advanced
Wireless Services, or Auction #66, expansion of our mobile broadband product offering and
other strategic activities; |
|
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our ability to obtain roaming services from other carriers at cost-effective rates; |
|
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our ability to maintain effective internal control over financial reporting; |
|
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delays in our market expansion plans, including delays resulting from any difficulties in
funding such expansion through our existing cash, cash generated from operations, or
additional capital, or delays by existing U.S. government and other private sector wireless
operations in clearing the Advanced Wireless Services spectrum, some of which users are
permitted to continue using the spectrum for several years; |
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our ability to attract, motivate and retain an experienced workforce; |
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our ability to comply with the covenants in our senior secured credit facilities, the
indenture governing our 9.375% senior notes due 2014, the indenture governing the notes
contemplated by this proposed private placement and in any future credit agreement, indenture
or similar instrument; |
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failure of our network or information technology systems to perform according to
expectations; and |
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other factors detailed in the section entitled Risk Factors included in our periodic
reports filed with the SEC, including our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2008. |
All forward-looking statements included in this news release should be considered in the context of
these risks. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. Investors and
prospective investors are cautioned not to place undue reliance on our forward-looking statements.
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Leap Announces Proposed Private Placement of $200 Million in Convertible Senior Notes
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Page 3 of 3 |
Leap is a U.S. registered trademark and the Leap logo is a trademark of Leap. Cricket, Jump, the
Cricket K and Flex Bucket are U.S. registered trademarks of Cricket. In addition, the following
are trademarks or service marks of Cricket: BridgePay, Cricket By Week, Cricket Choice, Cricket
Connect and Cricket Nation. All other trademarks are the property of their respective owners.
###
Exhibit 99.2
FOR IMMEDIATE RELEASE
Leap Contacts:
Greg Lund, Media Relations
858-882-9105
glund@leapwireless.com
Amy Wakeham, Investor Relations
858-882-6084
awakeham@leapwireless.com
Leap Announces Pricing of $220 Million in Convertible Senior Notes
SAN DIEGO June 19, 2008 Leap Wireless International, Inc. (NASDAQ:LEAP), a leading provider of
innovative and value-driven wireless communications services, today announced the pricing of its
offering of $220 million in aggregate principal amount of its convertible senior notes due 2014 to
qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
Leap granted the initial purchasers of the notes an option to purchase up to an additional $30
million in aggregate principal amount of the notes to cover overallotments. The closing of the sale of the notes, which is subject to customary conditions,
is expected to occur on June 25, 2008.
The notes will be Leaps unsecured and unsubordinated obligations, will pay interest semiannually at a rate of 4.50% per annum, and will be convertible into
shares of Leaps common stock. Upon conversion, holders of the notes will receive a number of shares
of common stock equal to the base conversion rate plus, if the applicable stock price exceeds
the base conversion price, additional shares of Leap common stock will be issued based on a formula
described in the offering memorandum. The initial base conversion price of the notes is
approximately $93.21, based on the initial base conversion rate of 10.7290 shares of common stock
per $1,000 principal amount of notes. The base conversion price represents a premium of 77.5% to
the closing price of Leaps common stock on June 19, 2008, of $52.51 per share. Leap will not have
the right to redeem the notes prior to maturity. Holders of the notes will have the right to
require Leap to repurchase for cash all or some of their notes upon the occurrence of certain
fundamental change transactions.
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Leap Announces Pricing of
$220 Million in Convertible Senior Notes
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Page 2 of 3 |
Net proceeds from the offering will be used for working capital and other general corporate
purposes, including the build-out of new markets, the expansion of Leaps footprint in its existing
markets and the development of its broadband initiative.
The notes and the shares of Leap common stock issuable upon conversion of the notes have not been
registered under the Securities Act or any state securities laws and may not be offered or sold in
the United States without registration or an applicable exemption from registration requirements.
This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or
any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in
which, or to any persons to whom, such an offer, solicitation or sale is unlawful. Offers of the
notes were made only by means of an offering memorandum. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities Act.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements reflect managements current expectations
based on currently available operating, financial and competitive information, but are subject to
risks, uncertainties and assumptions that could cause actual results to differ materially from
those anticipated in or implied by the forward-looking statements. Our forward-looking statements
include discussions of our plans to expand our business and are generally identified with words
such as believe, expect, intend, plan, could, may and similar expressions. Risks,
uncertainties and assumptions that could affect our forward-looking statements include, among other
things:
|
|
our ability to attract and retain customers in an extremely competitive marketplace; |
|
|
changes in economic conditions, including interest rates, consumer credit conditions,
unemployment and other macro-economic factors that could adversely affect demand for the
services we provide; |
|
|
the impact of competitors initiatives; |
|
|
our ability to successfully implement product offerings and execute effectively on our
planned coverage expansion, launches of markets we acquired in the FCCs auction for Advanced
Wireless Services, or Auction #66, expansion of our mobile broadband product offering and
other strategic activities; |
|
|
our ability to obtain roaming services from other carriers at cost-effective rates; |
|
|
our ability to maintain effective internal control over financial reporting; |
|
|
delays in our market expansion plans, including delays resulting from any difficulties in
funding such expansion through our existing cash, cash generated from operations, or
additional capital, or delays by existing U.S. government and other private sector wireless
operations in clearing the |
|
|
|
Leap Announces Pricing of
$220 Million in Convertible Senior Notes
|
|
Page 3 of 3 |
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Advanced Wireless Services spectrum, some of which users are permitted to continue using the
spectrum for several years; |
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our ability to attract, motivate and retain an experienced workforce; |
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|
our ability to comply with the covenants in our senior secured credit facilities, the
indenture governing our 9.375% senior notes due 2014, the indenture governing the notes
referred to herein and in any future credit agreement, indenture or similar instrument; |
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failure of our network or information technology systems to perform according to
expectations; and |
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|
other factors detailed in the section entitled Risk Factors included in our periodic
reports filed with the SEC, including our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2008. |
All forward-looking statements included in this news release should be considered in the context of
these risks. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. Investors and
prospective investors are cautioned not to place undue reliance on our forward-looking statements.
Leap is a U.S. registered trademark and the Leap logo is a trademark of Leap. Cricket, Jump, the
Cricket K and Flex Bucket are U.S. registered trademarks of Cricket. In addition, the following
are trademarks or service marks of Cricket: BridgePay, Cricket By Week, Cricket Choice, Cricket
Connect and Cricket Nation. All other trademarks are the property of their respective owners.
###
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 19, 2008
LEAP WIRELESS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
|
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|
|
|
Delaware
|
|
000-29752
|
|
33-0811062 |
|
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|
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|
(State or other jurisdiction of
|
|
(Commission
|
|
(I.R.S. Employer |
incorporation)
|
|
File Number)
|
|
Identification No.) |
10307 Pacific Center Court
San Diego, California 92121
(Address of Principal Executive Offices)
(858) 882-6000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01 Other Events.
On
June 19, 2008, Leap Wireless International, Inc.
(Leap) issued a press release pursuant to Rule
135c under the Securities Act of 1933, as amended (the Securities Act), regarding the
proposed issuance by its wholly owned subsidiary, Cricket Communications, Inc. (Cricket),
of senior notes due 2015 through a private placement to qualified institutional buyers
pursuant to Rule 144A and Regulation S under the Securities Act. Leap issued a subsequent press
release on June 19, 2008, announcing that Cricket had priced an
offering of $300 million in
aggregate principal amount of 10% senior notes due 2015, at an issue price of 100% of the
principal amount.
In
accordance with Rule 135c(d) under the Securities Act, copies of the press releases are
attached hereto as Exhibits 99.1 and 99.2.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press
Release of Leap Wireless International, Inc., dated June 19, 2008 |
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99.2 |
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Press
Release of Leap Wireless International, Inc., dated June 19, 2008 |
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.
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LEAP WIRELESS INTERNATIONAL, INC.
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Date: June 19, 2008 |
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By |
/s/ S. Douglas Hutcheson
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Name: |
S. Douglas Hutcheson |
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Title: |
Chief Executive Officer, President and
Acting Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press
Release of Leap Wireless International, Inc., dated June 19, 2008 |
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99.2 |
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Press
Release of Leap Wireless International, Inc., dated June 19, 2008 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Leap Contacts:
Greg Lund, Media Relations
858-882-9105
glund@leapwireless.com
Amy Wakeham, Investor Relations
858-882-6084
awakeham@leapwireless.com
Leap Announces Proposed Private Placement of $200 Million in Senior Notes
SAN DIEGO June 19, 2008 Leap Wireless International, Inc. (NASDAQ: LEAP), a leading provider of
innovative and value-driven wireless communications services, today announced that its operating
subsidiary, Cricket Communications, Inc., intends to commence an offering, subject to market and
other conditions, of a total of $200 million of unsecured senior notes due 2015 to be offered and
sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside of
the United States pursuant to Regulation S under the Securities Act of 1933, as amended. The senior
notes will bear interest at a rate to be determined at pricing and will be guaranteed on a senior
unsecured basis by Leap Wireless International, Inc. and certain of its indirect subsidiaries.
Net proceeds from the offering will be used for working capital and other general corporate
purposes, including the build-out of new markets, the expansion of Leaps footprint in its existing
markets and the development of its broadband initiative.
The senior notes have not been registered under the Securities Act or any state securities laws and
may not be offered or sold in the United States without registration or an applicable exemption
from registration requirements.
This press release is neither an offer to sell nor the solicitation of an offer to buy the senior
notes or any other securities and shall not constitute an offer, solicitation or sale in any
jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful.
Any offers of the senior notes will be made only by means of an offering memorandum. This press
release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
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Leap Announces Proposed Private Placement of $200 Million in Senior Notes
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Page 2 of 3 |
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements reflect managements current expectations
based on currently available operating, financial and competitive information, but are subject to
risks, uncertainties and assumptions that could cause actual results to differ materially from
those anticipated in or implied by the forward-looking statements. Our forward-looking statements
include discussions of our plans to expand our business and are generally identified with words
such as believe, expect, intend, plan, could, may and similar expressions. Risks,
uncertainties and assumptions that could affect our forward-looking statements include, among other
things:
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our ability to attract and retain customers in an extremely competitive marketplace; |
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changes in economic conditions, including interest rates, consumer credit conditions,
unemployment and other macro-economic factors that could adversely affect demand for the
services we provide; |
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the impact of competitors initiatives; |
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our ability to successfully implement product offerings and execute effectively on our
planned coverage expansion, launches of markets we acquired in the FCCs auction for Advanced
Wireless Services, or Auction #66, expansion of our mobile broadband product offering and
other strategic activities; |
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our ability to obtain roaming services from other carriers at cost-effective rates; |
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our ability to maintain effective internal control over financial reporting; |
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delays in our market expansion plans, including delays resulting from any difficulties in
funding such expansion through our existing cash, cash generated from operations, or
additional capital, or delays by existing U.S. government and other private sector wireless
operations in clearing the Advanced Wireless Services spectrum, some of which users are
permitted to continue using the spectrum for several years; |
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our ability to attract, motivate and retain an experienced workforce; |
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our ability to comply with the covenants in our senior secured credit facilities, the
indenture governing our 9.375% senior notes due 2014, the indenture governing the notes
contemplated by this proposed private placement and in any future credit agreement, indenture
or similar instrument; |
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failure of our network or information technology systems to perform according to
expectations; and |
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other factors detailed in the section entitled Risk Factors included in our periodic
reports filed with the SEC, including our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2008. |
All forward-looking statements included in this news release should be considered in the context of
these risks. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. Investors and
prospective investors are cautioned not to place undue reliance on our forward-looking statements.
Leap is a U.S. registered trademark and the Leap logo is a trademark of Leap. Cricket, Jump, the
Cricket K and Flex Bucket are U.S. registered trademarks of Cricket. In addition, the following
are
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Leap Announces Proposed Private Placement of $200 Million in Senior Notes
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Page 3 of 3 |
trademarks or service marks of Cricket: BridgePay, Cricket By Week, Cricket Choice, Cricket Connect
and Cricket Nation. All other trademarks are the property of their respective owners.
###
Exhibit 99.2
FOR IMMEDIATE RELEASE
Leap Contacts:
Greg Lund, Media Relations
858-882-9105
glund@leapwireless.com
Amy Wakeham, Investor Relations
858-882-6084
awakeham@leapwireless.com
Leap
Announces Pricing of $300 Million in Senior Notes
SAN DIEGO June 19, 2008 Leap Wireless International, Inc. (NASDAQ: LEAP), a leading provider of
innovative and value-driven wireless communications services, today announced that its operating
subsidiary, Cricket Communications, Inc., has priced its offering of
$300 million in aggregate
principal amount of 10% senior notes due 2015, in an offering to qualified institutional
buyers in the United States pursuant to Rule 144A and outside of the United States pursuant to
Regulation S under the Securities Act of 1933, as amended. The issue price is 100% of the
principal amount of the senior notes. The senior notes will be guaranteed on a senior unsecured
basis by Leap Wireless International, Inc. and certain of its indirect subsidiaries. The closing of
the sale of the senior notes, which is subject to customary conditions, is expected to occur on
June 25, 2008.
Net proceeds from the offering will be used for working capital and other general corporate
purposes, including the build-out of new markets, the expansion of Leaps footprint in its existing
markets and the development of its broadband initiative.
The senior notes have not been registered under the Securities Act or any state securities laws and
may not be offered or sold in the United States without registration or an applicable exemption
from registration requirements.
This press release is neither an offer to sell nor the solicitation of an offer to buy the senior
notes or any other securities and shall not constitute an offer, solicitation or sale in any
jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful.
Offers of the senior notes were only made by means of an offering memorandum. This press release is
being issued pursuant to and in accordance with Rule 135c under the Securities Act.
|
|
|
Leap Announces Pricing of $300 Million in Senior Notes
|
|
Page 2 of 3 |
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements reflect managements current expectations
based on currently available operating, financial and competitive information, but are subject to
risks, uncertainties and assumptions that could cause actual results to differ materially from
those anticipated in or implied by the forward-looking statements. Our forward-looking statements
include discussions of our plans to expand our business and are generally identified with words
such as believe, expect, intend, plan, could, may and similar expressions. Risks,
uncertainties and assumptions that could affect our forward-looking statements include, among other
things:
|
|
our ability to attract and retain customers in an extremely competitive marketplace; |
|
|
|
changes in economic conditions, including interest rates, consumer credit conditions,
unemployment and other macro-economic factors that could adversely affect demand for the
services we provide; |
|
|
|
the impact of competitors initiatives; |
|
|
|
our ability to successfully implement product offerings and execute effectively on our
planned coverage expansion, launches of markets we acquired in the FCCs auction for Advanced
Wireless Services, or Auction #66, expansion of our mobile broadband product offering and
other strategic activities; |
|
|
|
our ability to obtain roaming services from other carriers at cost-effective rates; |
|
|
|
our ability to maintain effective internal control over financial reporting; |
|
|
|
delays in our market expansion plans, including delays resulting from any difficulties in
funding such expansion through our existing cash, cash generated from operations, or
additional capital, or delays by existing U.S. government and other private sector wireless
operations in clearing the Advanced Wireless Services spectrum, some of which users are
permitted to continue using the spectrum for several years; |
|
|
|
our ability to attract, motivate and retain an experienced workforce; |
|
|
|
our ability to comply with the covenants in our senior secured credit facilities, the
indenture governing our 9.375% senior notes due 2014, the indenture governing the notes
referred to herein and in any future credit agreement, indenture or similar instrument; |
|
|
|
failure of our network or information technology systems to perform according to
expectations; and |
|
|
|
other factors detailed in the section entitled Risk Factors included in our periodic
reports filed with the SEC, including our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2008. |
All forward-looking statements included in this news release should be considered in the context of
these risks. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. Investors and
prospective investors are cautioned not to place undue reliance on our forward-looking statements.
|
|
|
Leap Announces Pricing of $300 Million in Senior Notes
|
|
Page 3 of 3 |
Leap is a U.S. registered trademark and the Leap logo is a trademark of Leap. Cricket, Jump, the
Cricket K and Flex Bucket are U.S. registered trademarks of Cricket. In addition, the following
are trademarks or service marks of Cricket: BridgePay, Cricket By Week, Cricket Choice, Cricket
Connect and Cricket Nation. All other trademarks are the property of their respective owners.
###