Leap Acquisition Could Force Conversion of Preferred Shares, Dilute Shareholders

Leap Wireless International, Inc. LEAP today announced that it has amended its Tax Benefit Preservation Plan (the "Plan") to provide that the Plan will not be impacted by its recently-announced agreement to be acquired by AT&T. The Plan remains in place and continues to apply to acquisitions of Leap's common stock, other than the planned acquisition announced by AT&T earlier today. (Logo: http://photos.prnewswire.com/prnh/20101220/MM20546LOGO-a) As of March 31, 2013, Leap had federal and state net operating loss carryforwards (referred to as "NOLs") of approximately $2.7 billion and $2.1 billion, respectively, which could be used to reduce future federal and state income tax obligations. However, the ability of the Company or an acquirer to use these NOLs may be substantially limited if the Company were to experience an "ownership change" (as defined under Section 382 of the Internal Revenue Code) prior to its acquisition by AT&T. Pursuant to the Plan, if any person or group acquires 4.99 percent or more of Leap common stock, or if a person or group that already owns 4.99 percent or more of Leap common stock acquires additional shares then, subject to certain exceptions, Leap preferred stock purchase rights (i) would separate from the common stock, and (ii) would become exercisable for shares of Leap common stock having a market value equal to twice the exercise price of the stock purchase right. These actions would cause in significant dilution to the ownership interests of the acquiring person or group. The Plan is similar to tax preservation plans adopted by many other public companies with significant NOLs. AT&T and Leap entered into an agreement on July 12, 2013 for AT&T to acquire Leap. Lazard served as sole financial advisor to Leap. Wachtell, Lipton, Rosen & Katz served as legal counsel to Leap.