Leap Enters into Spectrum Transactions with Verizon Wireless

~ Transactions Provide Leap with Additional Spectrum in Chicago Area

~~ Leap and Savary Island Also Enter into Agreements to Sell Excess Spectrum to Verizon

~~ Transactions to Provide Leap with Net Cash Proceeds of More Than $100 Million

Dec 05, 2011, 16:05 ET from Leap Wireless International, Inc.

SAN DIEGO, Dec. 5, 2011 /PRNewswire/ -- Leap Wireless International, Inc. (NASDAQ: LEAP), a leading provider of innovative and value-driven wireless communications services, announced that it has entered into definitive agreements to acquire 12 MHz of 700 MHz A block spectrum in Chicago from Verizon Wireless for $204 million and to sell Verizon Wireless excess PCS and AWS spectrum in various markets across the U.S for $188 million.   This additional spectrum in the Chicago area will supplement the 10 MHz of spectrum Leap currently operates in Chicago. The companies anticipate that both transactions will close simultaneously, subject to regulatory approvals and other customary closing conditions.  The sale of spectrum in these transactions will not impact Leap's operations in its existing operating markets.

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In addition, Leap's non-controlled, majority-owned venture, Savary Island Wireless, LLC (Savary Island), has also entered into a definitive agreement with Verizon Wireless to sell AWS spectrum in various markets for $172 million, subject to regulatory approvals and other customary closing conditions.  Savary Island has agreed to use substantially all of the proceeds from this sale to prepay its indebtedness to Cricket at the closing of the transaction.  In connection with such closing, Cricket will repay the balance of a note which is secured by a portion of the Savary Island spectrum being sold to Verizon Wireless.

"Together, these transactions will allow us to strengthen our spectrum position in our Chicago market and receive net cash proceeds of more than $100 million, after repayment of indebtedness and estimated transaction fees," said Doug Hutcheson, Leap's president and chief executive officer.  "We plan to use the net cash proceeds to support our ongoing deployment of LTE network technology.  As we have previously announced, we plan to cover approximately two-thirds of our current network footprint with LTE technology over the next two to three years."

Falkenberg Capital Corporation of Denver, Colo., represented Leap in this transaction.

About Leap Leap provides innovative, high-value wireless services to a young and ethnically diverse customer base. With the value of unlimited wireless services as the foundation of its business, Leap pioneered its Cricket service. Cricket products and services are available nationwide through company-owned stores, dealers, national retailers and at MyCricket.com.  Through its affordable, flat-rate service plans, Cricket offers customers a choice of unlimited voice, text, data and mobile Web services. Headquartered in San Diego, Calif., Leap is traded on the NASDAQ Global Select Market under the ticker symbol "LEAP." For more information, please visit www.leapwireless.com.

Forward-Looking Statements This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management's current expectations based on currently available operating, financial and competitive information, but are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated in or implied by the forward-looking statements. Our forward-looking statements include discussions regarding the timing of the closing of the spectrum transactions with Verizon Wireless and the use of proceeds therefrom and our plans to launch LTE network technology, and are generally identified with words such as "will," "anticipate," "believe," "expect," "intend," "plan," "could," "may" and similar expressions. Risks, uncertainties and assumptions that could affect our forward-looking statements include, among other things, the grant and timing of regulatory approvals and the satisfaction or waiver of other closing conditions.  More information about these and other risks, uncertainties and assumptions that could affect our forward-looking statements can be found in section entitled "Risk Factors" included in our periodic reports filed with the Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 25, 2011, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the SEC on November 3, 2011.

All forward-looking statements included in this news release should be considered in the context of these risks. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors and prospective investors are cautioned not to place undue reliance on our forward-looking statements.

SOURCE Leap Wireless International, Inc.