Leap Announces Proposed Private Placement of ~$1.1 Billion in Senior Secured Notes

SAN DIEGO--(Business Wire)--
Leap Wireless International, Inc. (NASDAQ:LEAP) today announced that its
operating subsidiary, Cricket Communications, Inc., intends to commence an
offering, subject to market and other conditions, of approximately $1.1 billion
in aggregate principal amount of senior secured notes due 2016 to be offered and
sold to qualified institutional buyers in the United States pursuant to Rule
144A and outside the United States pursuant to Regulation S under the Securities
Act of 1933, as amended.

The notes will bear interest at a rate to be determined at pricing and will be
guaranteed on a senior secured basis by Leap and certain of its indirect
subsidiaries. The notes and the guarantees will be secured by liens on
substantially all of the personal property of Leap, Cricket and the subsidiary
guarantors.

The net proceeds from the offering will be used to repay all amounts outstanding
under Leap`s senior secured credit agreement, and in connection with such
repayment Leap intends to terminate the revolving credit facility thereunder.
Leap intends to use any remaining net proceeds, after such repayment and
associated expenses, for general corporate purposes, which could include the
expansion and improvement of its network footprint, acquisitions of additional
spectrum or complementary businesses and, over the longer term, the deployment
of next-generation network technology.

The senior secured 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.

Leap is a registered service mark of Leap Wireless International, Inc. Cricket
is a registered trademark of Cricket Communications, Inc.

Leap Wireless International, Inc.
Greg Lund, Media Relations
858-882-9105
glund@leapwireless.com
or
Amy Wakeham, Investor Relations
858-882-6084
awakeham@leapwireless.com

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