Leap announces cash tender offer for Cricket's 9 3/8% notes due 2014

By Susanna Moon

Chicago, Nov. 4 - Leap Wireless International, Inc. said its operating subsidiary Cricket Communications, Inc. began a cash tender offer to purchase its $1.1 billion principal amount of outstanding 9 3/8% senior notes due 2014.

Cricket also is soliciting consents to amend the notes to eliminate substantially all of the restrictive covenants, some affirmative covenants, events of default, conditions to legal defeasance or covenant defeasance and substantially all of the restrictions on Cricket or Leap's ability to merge, consolidate or sell properties or assets contained in the indenture.

Holders may not deliver consents without tendering the notes. Holders who tender their notes will be deemed to have consented to the proposed amendments.

The tender offer and consent solicitation are conditioned on receiving enough proceeds from one or more financings to repurchase the tendered notes.

Cricket said it will pay $1,030.63 for each $1,000 principal amount of notes plus accrued interest.

Holders will also receive a consent payment of $20.00 per note tendered by 5 p.m. ET on Nov. 18, the consent deadline.

The tender offer will end at midnight ET on Dec. 3.

Cricket said it intends but is not obligated to redeem any remaining notes after the offer.

Goldman, Sachs & Co. (800 828-3182 or 212 902-5183) and Morgan Stanley & Co. Inc. (800 624-1808 or 212 761-5384) are the dealer managers and solicitation agents. D.F. King & Co., Inc. (800 488-8095 or 212 269-5550) is the information agent and depositary.

Leap is a San Diego-based provider of digital wireless services.

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