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): August 15, 2006
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
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement;
Item 8.01 Other Events.
On August 15, 2006, Leap Wireless International, Inc., or Leap, in connection with a public
offering of Leap common stock, entered into a forward sale agreement with each of Goldman Sachs
Financial Markets, L.P., or GSFM, and Citibank, N.A., or Citibank. The forward sale agreements,
which became effective on August 21, 2006, provided for physical, cash or net stock settlement on
up to five settlement dates to be specified at Leap’s discretion, subject to certain conditions
relating to securities law compliance, share price and trading volumes. The initial forward sale
price under the forward sale agreements was $40.11 per share, subject to daily adjustment based on
a floating interest factor equal to the federal funds rate, less a spread of 1.0%. Each of GSFM
and Citibank had the right to accelerate its forward sale agreement upon the occurrence of certain
events.
As previously disclosed in a Current Report on Form 8-K filed on October 17, 2006, which
disclosure is incorporated herein by reference, on October 16, 2006, Leap issued and delivered to
GSFM and Citibank an aggregate of 6,188,000 shares of Leap common stock, $0.0001 par value per
share, in connection with the physical settlement of a portion of the
forward sale agreements. As a result of this settlement, Leap
received aggregate cash proceeds in the amount of $249.9 million.
On October 25, 2006, Leap issued and delivered to GSFM and Citibank an aggregate of a further
252,000 shares of Leap common stock, $0.0001 par value per share, in connection with the physical
settlement of the remainder of Leap’s forward sale agreements. As a result of this additional
settlement, Leap received aggregate cash proceeds in the amount of $10.2 million. Leap intends to
use the proceeds from this additional settlement for general corporate purposes, including future
expenditures for the build-out and launch of wireless licenses.
As of October 25, 2006 and after giving effect to the issuance of the 252,000 shares of Leap
common stock under the forward sale agreements described above, Leap
had a total of 67,763,650
shares of its common stock issued and outstanding.
GSFM and Citibank, or their respective affiliates, were also initial purchasers in connection
with the sale of unsecured 9.375% Senior Notes of Cricket due 2014, acted as joint lead arrangers
for our Amended and Restated Credit Agreement dated as of June 16, 2006, were lenders under our
Bridge Credit Agreement dated as of August 8, 2006, and have performed financial advisory,
investment banking and commercial banking services in the ordinary course of business to us for
which they have received customary fees and expenses.
The description of the forward sale agreements contained in this Item 1.01 and Item 8.01 is
qualified in its entirety by reference to the full text of the forward sale agreements, copies of
which are being filed with this Current Report on Form 8-K as Exhibits 4.1 and 4.2.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K contains “forward-looking statements” as defined by federal
securities laws, with respect to our business and our expectations or beliefs concerning future
events. Such forward-looking statements include discussions of our business strategies and
expectations concerning future operations, liquidity and capital resources. In addition, in
certain portions of this Current Report on Form 8-K, the words: “anticipate,” “believe,”
“estimate,” “seek,” “expect,” “plan,” “intend,” and similar expressions, as they relate to us and
our management, are intended to identify forward-looking statements. Although we believe that such
forward-looking statements are reasonable, we cannot assure you that any forward-looking statements
will prove to be correct. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements expressed or implied
by such forward-looking statements. Such risks, uncertainties and assumptions include, among
others:
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our ability to attract and retain customers in an extremely competitive marketplace; |
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changes in economic conditions that could adversely affect the market for wireless services; |
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the impact of competitors’ initiatives; |