Cricket Wireless 2012 Annual Report Download - page 83

Net cash provided by financing activities was $386.9 million for the year ended December 31, 2011, which
included the effects of the following transactions during the period:
• We issued $400 million of additional 7.75% senior notes due 2020, which resulted in net proceeds of
$396.8 million.
• We prepaid approximately $23.6 million in principal amount of our non-negotiable promissory note.
• We received proceeds of approximately $25.8 million from the sale lease-back financing related to
certain of our telecommunications towers and related assets.
Net cash used in financing activities was $12.5 million for the year ended December 31, 2010, which
included the effects of the following transactions:
• We issued $1,200 million of 7.75% senior notes due 2020, which resulted in net proceeds of
$1,179.9 million. This note issuance was offset by the payment to repurchase and redeem all of our
$1,100 million of outstanding 9.375% senior notes due 2014.
• We made payments of $24.2 million to acquire all of the remaining membership interests we did not
previously own in LCW Wireless, LLC, or LCW.
• We made payments of $12.1 million to repay and discharge all amounts outstanding under LCW’s former
senior secured credit agreement.
• We made payments of $53.5 million to acquire all of the remaining membership interests we did not
previously own in Denali Spectrum, LLC, or Denali.
Credit Agreement
On October 10, 2012, Cricket entered into the Credit Agreement with respect to a $400 million senior
secured term loan facility, which was fully drawn at closing and matures in October 2019. Outstanding
borrowings under the Credit Agreement bear interest at the London Interbank Offered Rate, or LIBOR, plus
3.50% (subject to a LIBOR floor of 1.25% per annum) or at the bank base rate plus 2.50% (subject to a base rate
floor of 2.25% per annum), as selected by Cricket. At December 31, 2012, the weighted average effective interest
rate on outstanding borrowings under the Credit Agreement was 4.80%. Borrowings under the Credit Agreement
must be repaid in 27 quarterly installments of $1.0 million each, commencing on March 31, 2013, followed by a
final installment of $373.0 million at maturity. Net proceeds from the term loan facility were used to redeem all
of Cricket’s $300 million in aggregate principal amount of outstanding 10.0% unsecured senior notes due 2015
and for general corporate purposes.
Borrowings under the Credit Agreement are guaranteed by Leap and each of its existing and future wholly
owned domestic subsidiaries (other than Cricket, which is the borrower) that guarantees any indebtedness of
Leap, Cricket or any subsidiary guarantor or that constitutes a “significant subsidiary” as defined in Regulation
S-X under the Securities Act of 1933, as amended (subject to certain exceptions).
Borrowings under the Credit Agreement are effectively senior to all of Leap’s, Cricket’s and the guarantors’
existing and future unsecured indebtedness (including Cricket’s $1,600 million aggregate principal amount of
unsecured senior notes and, in the case of Leap, Leap’s $250 million aggregate principal amount of convertible
senior notes), as well as to all of Leap’s, Cricket’s and the guarantors’ obligations under any permitted junior lien
debt that may be incurred in the future, in each case to the extent of the value of the collateral securing the
obligations under the Credit Agreement.
Borrowings under the Credit Agreement are secured on a first-priority basis, equally and ratably with
Cricket’s 7.75% senior secured notes due 2016 and any future parity lien debt, by liens on substantially all of the
present and future personal property of Leap, Cricket and the guarantors, except for certain excluded assets and
subject to permitted liens (including liens on the collateral securing any future permitted priority debt). Under the
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