Q: Who is Laser, Inc.?
A: Laser, Inc. (Laser) was formed in connection with the acquisition of Leap Wireless International, Inc. (Leap) by AT&T Inc. on March 13, 2014 pursuant to the Agreement and Plan of Merger dated July 12, 2014 (the Merger Agreement). Laser is the Stockholders’ Representative referred to in the Merger Agreement and is party to the Contingent Value Rights Agreement (the CVR Agreement) entered into in connection with the closing of the acquisition.
Q: What are CVR’s?
A: Upon the closing of AT&T’s acquisition of Leap, each share of Leap common stock was cancelled and converted automatically into the right to receive (i) $15.00 in cash, without interest, and (ii) one non-transferrable contingent value right (CVR). Each CVR entitles the holder to a right to a pro rata share of the net proceeds, if any, resulting from the sale of the 700 MHz A block spectrum license covering the greater Chicago area and having the call sign WQJQ707 (which we refer to as the 700 MHz License).
Q: What is the role of Laser, Inc. with respect to the CVRs?
A: Laser is the Stockholders’ Representative under the Merger Agreement and is party to the CVR Agreement entered into in connection with the closing of
the acquisition. In its role as Stockholders’ Representative, Laser has the authority to take efforts to eliminate interference to the 700 MHz License and to conduct the sales process for the 700 MHz License.
Q: How quickly do you expect a sale to occur?
A: The timing of a future sale of the 700 MHz License cannot be predicted at this time. Pursuant to the CVR Agreement, Laser has until March 13, 2017 to enter into a sale agreement with respect to the 700 MHz License, and until January 13, 2018 to close any such sale agreement. If Laser does not meet the time requirement for entering into a sale agreement, AT&T is permitted to take such actions as it determines to dispose of the 700 MHz License.
Q: Why is the 700 MHz License being handled separately from the other assets that were purchased by AT&T?
A. AT&T did not wish to acquire the 700 MHz License as part of the acquisition.
Q: How much did Leap pay for the 700 MHz License?
A. Leap purchased the license in August 2012 for $204 million.
Q: What proceeds from the sale of the 700 MHz License will be distributable to holders of the contingent value rights?
A. Each CVR entitles the holder to a pro rata share of the net proceeds, if any, resulting from the sale of the 700 MHz License. Consideration for the 700 MHz License must consist solely of cash, and the sale agreement must be on commercially reasonable terms, must place no ongoing obligations on AT&T and must be non-recourse to AT&T. In calculating the net proceeds distributable to holders of the CVRs, the cash proceeds from the sale of the 700 MHz license will be reduced by all fees, expenses and other amounts incurred or spent in accordance with the CVR Agreement, including compensation paid to directors, officers, employees and contractors of Laser, (including performance-based compensation) and a fee payable to Fox Television Stations, which operates the TV broadcast station adjacent to the 700 MHz License and which provided its concurrence to the operation of the 700 MHz License. For a further description of certain of these fees, expenses and other amounts, you should refer to Leap’s definitive proxy statement relating to the acquisition filed with the SEC on September 17, 2013 and Leap’s current reports on Form 8-K filed with the SEC on October 18, 2013 and March 14, 2014.
Q: Who is the executive management team for Laser?
A. Laser’s directors are John D. Harkey, Jr., S. Douglas Hutcheson, and Mark H. Rachesky, M.D., each of whom served as a director of Leap before its acquisition by AT&T. Mr. Harkey serves as chairman of the board of Laser. Mr. Hutcheson serves as chief executive officer.
Q: Are the contingent value rights (CVRs) transferable?
A: No, the CVRs are generally not transferable. There are some exceptions, which are described in detail in the CVR Agreement and Leap’s definitive proxy statement filed with the SEC on September 17, 2013.
Q: What is the value of the 700 MHz License?
A: The value of the 700 MHz License will be determined through the sales process Laser conducts to sell the license and the asset sales agreement that is ultimately
executed to transfer the license.
Q: Where do I find more information about Laser, the 700 MHz License or the CVRs?
A: For more information regarding Laser, the 700 MHz License or the CVRs, you should refer to Leap’s prior filings with the SEC, including Leap’s definitive proxy statement relating to the merger filed with the SEC on September 17, 2013, Leap’s Form 8-K filed with the SEC on October 17, 2013 and March 14, 2014 and Leap’s annual report on Form 10-K filed with the SEC on March 6, 2014.
Statements about the expected timing, completion and effects of the sale of the 700 MHz License and cash payments to holders of CVRs, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. There can be no assurances that certain interference and interoperability issues affecting the 700 MHz License will be suitably resolved or that the 700 MHz License ultimately will be sold for a value sufficient to generate a payment to CVR holders, or at all.
Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent Laser’s views as of the date on which such statements were made. Laser anticipates that subsequent events and developments may cause its views to change. However, although Laser may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Laser’s views as of any date subsequent to the date hereof.
THIS WEBSITE WAS LAST UPDATED APRIL 1, 2017. THE INFORMATION CONTAINED HERE SPEAKS ONLY AS OF THIS DATE, AND WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE THE CONTENT AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
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