Virgin Mobile USA, Inc. has completed its acquisition of Helio, a joint venture between SK Telecom and EarthLink, Inc. that complements Virgin Mobile USA's postpaid products and services.

The acquisition was completed based on the terms and conditions outlined in Virgin Mobile USA's June 27, 2008 press release. All necessary regulatory approvals have been obtained.

In connection with the acquisition, Helio shareholders SK Telecom and EarthLink and have received limited partnership units and shares equivalent to 13 million shares of Virgin Mobile USA Class A common stock, with a value of $38 million based on the average closing price of Virgin Mobile USA's Class A shares, as of two trading days before and two trading days after the date of announcement. In addition, SK Telecom and Virgin Group will each invest $25 million in Virgin Mobile USA for preferred shares.

The transaction provides Virgin Mobile USA with: