New Issue: Cricket /Leap Wireless $750 million eight-year notes yield 9 3/8%

By Paul A. Harris

St. Louis, Oct. 18 - Cricket Communications, Inc., the operating subsidiary of Leap Wireless International, Inc., priced a $750 million issue of eight-year unsecured senior notes (Caa2/CCC) at par to yield 9 3/8% on Wednesday, according to an informed source.

The issue came in the middle of the 9¼% to 9½% price talk.

Citigroup, Goldman Sachs & Co., Morgan Stanley, Banc of America Securities LLC and Deutsche Bank Securities were joint bookrunners for the notes, which were issued via Rule 144A with registration rights and via Regulation S.

Proceeds, together with cash received from the settlement of forward sale agreements, will be used to repay a bridge loan incurred to pay the Federal Communications Commission for the licenses relating to the FCC's Auction #66, and for general corporate purposes.

The issuer is a San Diego-based wireless communications provider.

Issuer:	Cricket Communications Inc./Leap Wireless International Inc.
Amount:	$750 million
Maturity:	Nov. 1, 2014
Security description:	Senior unsecured notes
Bookrunners:	Citigroup, Goldman Sachs, Morgan Stanley, Banc of America Securities LLC, Deutsche Bank
Coupon:	9 3/8%
Price:	Par
Yield:	9 3/8%
Spread:	462 bps
Call features:	Callable on and after Nov. 1, 2010 at 104.688, 102.344, par on and after Nov. 1, 2012
Equity clawback:	Until Nov. 1, 2009 for 35% at 109.375
Trade date:	Oct. 18
Settlement date:	Oct. 23
Ratings:	Moody's: Caa2
	Standard & Poor's: CCC
Distribution:	Rule 144A with registration rights and Regulation S
Price talk:	9¼% to 9½%

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