SAN DIEGO, March 13, 2014 /PRNewswire/ -- Leap Wireless
International, Inc. (NASDAQ: LEAP) today provided notice of a
Make-Whole Fundamental Change to holders of its 4.50 percent
Convertible Senior Notes due 2014 (the "Notes"). The
Make-Whole Fundamental Change resulted from the merger of a wholly
owned subsidiary of AT&T Inc., a Delaware corporation, into Leap, pursuant to
which Leap became a wholly owned subsidiary of AT&T (the
"Merger"). The Merger was completed pursuant to the
Agreement and Plan of Merger, dated as of July 12, 2013 (the "Merger Agreement"), by and
among Leap, AT&T, Laser, Inc., a Delaware corporation, and Mariner Acquisition
Sub Inc., a subsidiary of AT&T. A copy of the Merger
Agreement was filed as an exhibit to Leap's Current Report on Form
8-K, filed with the Securities and Exchange Commission on
July 15, 2013. Copies of this
filing is available on the SEC's website at www.sec.gov.
The Merger, which was consummated today (the "Effective Date"),
constitutes a Make-Whole Fundamental Change under the Indenture,
dated as of June 25, 2008 (the "Base
Indenture"), governing the Notes, as supplemented by the
Supplemental Indenture, dated as of March
13, 2014, among Leap, AT&T and Wells Fargo Bank, N.A.,
as Trustee (the "Supplemental Indenture" and, together with the
Base Indenture, the "Indenture"). A copy of the Base
Indenture was included as an exhibit to Leap's Current Report on
Form 8-K, filed with the SEC on June 30,
2008.
Pursuant to Section 11.01 of the Indenture, each Noteholder has
the right, subject to certain conditions, at such Noteholder's
option, to require Leap to repurchase all of such Noteholder's
Notes, or any portion thereof that is a multiple of $1,000 principal amount, on March 28, 2014 (the "Fundamental Change Purchase
Date"), at a price equal to 100% of the principal amount thereof,
plus any accrued and unpaid interest thereon to, but excluding, the
Fundamental Change Purchase Date.
As an alternative to requiring Leap to repurchase a Noteholder's
Notes, pursuant to Section 12.11 of the Indenture, each Noteholder
will have the right, subject to certain conditions, at such
Noteholder's option, to convert such Noteholder's Notes at any time
during the period beginning at the effective time of the Merger
(which occurred today) until the third scheduled trading day
immediately preceding the Maturity Date, as defined in the
Indenture (such period, the "Conversion Period"). Notes that
are surrendered for conversion during the Conversion Period will be
converted into the right to receive, for each $1,000 principal amount of Notes, the
consideration such Noteholder would have been entitled to receive
under the Merger, by reference to that number of shares of Common
Stock (as defined in the Indenture) equal to the Conversion Rate
(as defined in the Indenture), calculated as provided in Section
12.01 of the Indenture with references to Common Stock replaced by
references to the Reference Property (as defined in the Indenture),
that such Noteholder would have owned or been entitled to receive
had such Noteholder converted its Notes immediately prior to the
Merger. Pursuant to the Merger Agreement, Leap's shareholders
are entitled to receive, for each share of Common Stock,
consideration consisting of $15.00
and one contingent value right, which shall constitute the
Reference Property. No notice of conversion with respect to
any Notes may be provided by a Noteholder if such Noteholder has
also provided a Fundamental Change Repurchase Notice (as defined in
the Indenture) that has not been validly withdrawn.
SOURCE Leap Wireless International, Inc.