UNITED STATES
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): November 4, 2010
LEAP WIRELESS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
Delaware
(State or other jurisdiction
of incorporation)
|
|
001-34865
(Commission
File Number)
|
|
33-0811062
(I.R.S. Employer
Identification No.) |
5887 Copley Drive
San Diego, California 92111
(Address of Principal Executive Offices)
(858) 882-6000
(Registrant’s 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))
|
TABLE OF CONTENTS
Private Offering
On November 4, 2010, 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 by its wholly owned subsidiary, Cricket Communications, Inc.
(“Cricket”), of approximately $1,200 million in aggregate principal amount of senior notes due 2020
through a private placement to qualified institutional buyers in the United States pursuant to Rule
144A under the Securities Act and outside the United States pursuant to Regulation S under the
Securities Act.
In accordance with Rule 135c(d) under the Securities Act, a copy of the press release is
attached hereto as Exhibit 99.1.
Tender Offer
Also on November 4, 2010, Leap issued a press release, a copy of which is attached hereto as
Exhibit 99.2, announcing that Cricket has launched a tender offer to purchase, for cash, any and
all of its $1,100 million in aggregate principal amount of outstanding 9.375% senior notes due 2014
(the “9.375% Notes”). In conjunction with the tender offer, Leap is soliciting consents from the
holders of the 9.375% Notes to eliminate certain covenants and amend certain provisions of the
indenture governing the 9.375% Notes. The tender offer is subject to a number of conditions,
including the receipt of net proceeds from one or more financings sufficient to repurchase all of
the 9.375% Notes tendered, including the payment of all premiums, if any, consent payments, accrued
interest and costs and expenses incurred in connection therewith.
This Current Report on Form 8-K is not an offer to purchase, nor the solicitation of an offer
to sell, securities, nor a solicitation for acceptance of the tender offer and consent solicitation
for the 9.375% Notes.
|
|
|
| Item 9.01. |
|
Financial Statements and Exhibits. |
| |
|
|
|
|
| Exhibit No. |
|
Description |
| |
99.1 |
|
|
Press Release of Leap Wireless International, Inc., dated November 4, 2010. |
| |
99.2 |
|
|
Press Release of Leap Wireless International, Inc., dated November 4, 2010. |