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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): September 18, 2000
Leap Wireless International, Inc.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-29752 33-0811062
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of Incorporation)
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10307 Pacific Center Court, San Diego, California 92121
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (858) 882-6000
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This Current Report on Form 8-K is filed by Leap Wireless International,
Inc., a Delaware corporation (the "Company"), in connection with the matters
described herein.
Item 5. Other Events.
On September 18, 2000, Leap Wireless International, Inc. (the "Company")
announced that Cricket Communications, Inc. ("Cricket"), a subsidiary of the
Company, had entered into a three-year supply agreement under which Cricket may
purchase wireless network infrastructure equipment and services from Nortel
Networks Inc. ("Nortel") to support the build-out of Cricket networks in the
U.S. Concurrently, Nortel agreed to finance these purchases plus additional
working capital under a credit facility. The credit facility permits up to $525
million in total borrowings by Cricket, with borrowing availability based on a
ratio of the total amount of equipment and services purchased from Nortel. The
credit agreement contains various covenants and conditions typical for a loan of
this type, including minimum levels of customers and covered potential customers
which must increase over time, limits on annual capital expenditures and other
financial ratio tests. Borrowings under the Nortel credit facility accrue
interest at a rate equal to LIBOR plus 3.5% to 4.25% or a bank base rate plus
2.5% to 3.25%, in each case with the specific rate based on the ratio of total
indebtedness to EBITDA. Cricket must pay a commitment fee equal to 1.25% per
annum of the commitments under the credit facility until the aggregate principal
amount of borrowings equals $175 million, at which time the rate decreases to
1.0% until the aggregate principal amount equals $350 million, at which time the
rate further decreases to 0.75%. Principal payments are scheduled to begin after
three years with a final maturity after eight years. Repayment is weighted to
the later years of the repayment schedule. Cricket's obligations under the
Nortel credit agreement are secured by all of the stock of Cricket, its
subsidiaries and each special purpose subsidiary of the Company formed to hold
wireless licenses used in Cricket's business, and all of their respective
assets.
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SIGNATURE
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.
Date: September 28, 2000 LEAP WIRELESS INTERNATIONAL, INC.
By: /s/ JAMES E. HOFFMANN
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James E. Hoffmann
Senior Vice President, General
Counsel and Secretary
