Cricket Wireless 2010 Annual Report Download - page 47

• prohibit stockholder action by written consent, and require that all stockholder actions be taken at a meeting
of our stockholders;
• provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and
• establish advance notice requirements for nominations for elections to our board or for proposing matters
that can be acted upon by stockholders at stockholder meetings.
We are also subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a
Delaware corporation from engaging in any of a broad range of business combinations with any “interested”
stockholder for a period of three years following the date on which the stockholder became an “interested”
stockholder and which may discourage, delay or prevent a change in control of our company.
In addition, under the indentures governing our secured and unsecured senior notes and convertible senior
notes, if certain “change of control” events occur, each holder of notes may require us to repurchase all of such
holder’s notes at a purchase price equal to 101% of the principal amount of secured or unsecured senior notes, or
100% of the principal amount of convertible senior notes, plus accrued and unpaid interest. See “Part II — Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital
Resources” of this report.
On September 13, 2010, our board of directors adopted a Tax Benefit Preservation Plan as a measure intended
to help preserve our ability to use our NOL carryforwards and to deter acquisitions of Leap common stock that could
result in an ownership change under Section 382 of the Internal Revenue Code. The Tax Benefit Preservation Plan is
designed to deter acquisitions of Leap common stock that would result in a stockholder owning 4.99% or more of
Leap common stock (as calculated under Section 382), or any existing holder of 4.99% or more of Leap common
stock acquiring additional shares, by substantially diluting the ownership interest of any such stockholder unless the
stockholder obtains an exemption from our board of directors. Because the Tax Benefit Preservation Plan may
restrict a stockholder’s ability to acquire Leap common stock, it could discourage a tender offer for Leap common
stock or make it more difficult for a third party to acquire a controlling position in our stock without our approval,
and the liquidity and market value of Leap common stock may be adversely affected while the Tax Benefit
Preservation Plan is in effect.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of December 31, 2010, we leased approximately 9,000 cell sites, 32 switching centers and seven warehouse
facilities (which range in size from approximately 2,000 square feet to 30,000 square feet). In addition, we had
approximately 50 office leases in our individual markets that range from approximately 800 square feet to
approximately 40,000 square feet. We also leased approximately 350 retail locations in our markets, including
stores ranging in size from approximately 400 square feet to 10,000 square feet, as well as approximately 40 kiosks
and 20 retail spaces within other stores.
As of December 31, 2010, we leased office space totaling approximately 201,000 square feet for our corporate
headquarters in San Diego. We use these offices for engineering and administrative purposes. As of such date, we
also leased space, totaling approximately 94,000 square feet, for our facility in Denver for our sales and marketing,
product development and supply chain functions. We also continued to lease space in Denver, totaling
approximately 76,000 square feet, for our engineering and information technology functions. We do not own
any real property.
As we continue to develop existing Cricket markets, we may lease additional or substitute office facilities,
retail stores, cell sites, switch sites and warehouse facilities.
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