Pentwater Letter to the Board of Leap Wireless International, Inc.

CHICAGO--()--Pentwater Capital Management today submitted a letter to the Board of Directors of Leap Wireless.

Full text of the letter can be found below.

August 17, 2011

Board of Directors

Leap Wireless International, Inc.

Dear Board Members of Leap Wireless;

On September 16, 2007, Leap’s Board of Directors wrote a letter to MetroPCS and stated that selling control of Leap was the wrong thing to do because MetroPCS’s offer of $69.03 per share of Leap dramatically undervalued Leap’s business and did not represent a sufficient control premium. Despite this, Leap’s Board now appears to be allowing a single shareholder to purchase effective control of Leap for less than $10 per share in the open market without paying an acquisition premium.

As you know, Mark Rachesky’s firm, MHR Capital, continues to purchase stock in the open market. It has increased its ownership position in Leap from 20% to 27.5% in the last week. On August 11, we wrote to you to request that you establish a shareholder rights plan to prevent MHR Capital from taking control of Leap without paying an acquisition premium. You have not responded to our letter and you have not taken any action.

Accordingly, Pentwater again suggests that the only reasonable course of action for Leap’s Board of Directors to take is to immediately adopt a stockholder rights plan that would prevent any party from acquiring more than 27.5% of Leap’s voting equity without the approval of the Board. This plan should be adopted pursuant to ISS guidelines and subject to annual stockholder approval.

Pentwater implores each individual board member to protect Leap’s shareholders. The majority of the shareholders of Leap do not want the Board to allow MHR Capital to take control of Leap for no premium.

Regards,

Pentwater Capital Management

Contacts

Pentwater Capital Management LP
David Zirin, 312-589-6400

Contacts

Pentwater Capital Management LP
David Zirin, 312-589-6400