UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 Or 15(d) of The Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): July 29,
2009
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GHL
ACQUISITION CORP.
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(Exact
name of registrant
as
specified in charter)
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DELAWARE
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001-33963
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22-1344998
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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300
Park Avenue, 23
rd
Floor, New York, NY 10022
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code:
(212)
389-1500
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Not
Applicable
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(Former
name or former address, if changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE
OF CONTENTS
Additional
Information and Where to Find It
Participants
in the Solicitation
Item
1.01 Entry into Material Definitive Agreements
Item
3.02 Unregistered Sales of Equity Securities
Item
7.01 Regulation FD Disclosure
Item
8.01 Other Events
Item
9.01 Financial Statements and Exhibits
INFORMATION
TO BE INCLUDED IN THIS REPORT
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
THIS
CURRENT REPORT ON FORM 8-K IS BEING MADE IN CONNECTION WITH THE PROPOSED
ACQUISITION (THE “ACQUISITION”) AND RELATED TRANSACTIONS INVOLVING GHL
ACQUISITION CORP. (“GHQ”) AND IRIDIUM HOLDINGS LLC (“IRIDIUM
HOLDINGS”). IN CONNECTION WITH THE ACQUISITION, GHQ FILED WITH THE
SECURITIES EXCHANGE COMMISSION (“SEC”) A PRELIMINARY PROXY STATEMENT AND INTENDS
TO MAIL A DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS TO GHQ’S
STOCKHOLDERS. THE INFORMATION CONTAINED IN THIS COMMUNICATION IS NOT
COMPLETE AND MAY BE CHANGED. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS, GHQ’S STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ
GHQ’S PRELIMINARY PROXY STATEMENT, AND WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS
THERETO, AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH GHQ’S
SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO BE HELD TO APPROVE THE
ACQUISITION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT IRIDIUM HOLDINGS, GHQ AND THE PROPOSED
ACQUISITION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO GHQ
STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED
ACQUISITION. STOCKHOLDERS AND OTHER INTERESTED PERSONS WILL ALSO BE
ABLE TO OBTAIN A COPY OF THE PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY
STATEMENT, ONCE IT IS AVAILABLE, WITHOUT CHARGE, AT THE SEC’S WEB SITE AT
HTTP://WWW.SEC.GOV OR BY DIRECTING A REQUEST TO: GHL ACQUISITION
CORP., 300 PARK AVENUE, 23RD FLOOR, NEW YORK, NEW YORK, TELEPHONE: (212)
389-1500.
PARTICIPANTS
IN THE SOLICITATION
GHQ AND
ITS DIRECTORS AND OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION
OF PROXIES TO GHQ’S STOCKHOLDERS IN CONNECTION WITH THE
ACQUISITION. A LIST OF THE NAMES OF THOSE DIRECTORS AND OFFICERS AND
A DESCRIPTION OF THEIR INTERESTS IN GHQ IS CONTAINED IN GHQ’S REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008, AND GHQ’S PRELIMINARY PROXY
STATEMENT WHICH ARE FILED WITH THE SEC. GHQ’S STOCKHOLDERS MAY OBTAIN
ADDITIONAL INFORMATION ABOUT THE DIRECT AND INDIRECT INTERESTS OF THE
PARTICIPANTS IN THE ACQUISITION, BY SECURITY HOLDINGS OR OTHERWISE, BY READING
GHQ’S PROXY STATEMENT AND OTHER MATERIALS FILED OR TO BE FILED WITH THE SEC WHEN
SUCH INFORMATION BECOMES AVAILABLE.
NOTHING
IN THIS COMMUNICATION SHOULD BE CONSTRUED AS, OR IS INTENDED TO BE, A
SOLICITATION FOR OR AN OFFER TO PROVIDE INVESTMENT ADVISORY
SERVICES.
Item
1.01 Entry into Material Definitive Agreements
As of the
close of business on July 29, 2009, GHL Acquisition Corp. (“
GHQ”
) had entered into
agreements (the “
Warrant
Purchase Agreements
”) to repurchase and/or restructure approximately 26.8
million warrants issued in its initial public offering (“
IPO
”) in privately negotiated
transactions from certain of its warrant holders (the “
Warrantholders
”), subject to
the closing of the acquisition of Iridium Holdings LLC (the “
Acquisition
”). As part of the
Warrant Purchase Agreements GHQ has agreed to:
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·
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Purchase
approximately 12.4 million existing warrants issued in its IPO for a total
of approximately $3.1 million of cash and approximately $12.4 million of
GHQ common stock, with the number of shares of GHQ common stock to be
determined based on the offering price per share of GHQ common stock sold
in a future equity offering which will be conditioned upon the closing of
the Acquisition (the “
Future Offering
”)
(provided that the price per share of GHQ common stock in the Future
Offering shall be deemed to be the lesser of (x) the actual price in such
Future Offering and (y) $10.00 per share of GHQ common
stock).
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·
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Restructure
approximately 14.4 million existing warrants issued in its IPO to (i)
increase their exercise price to 115% of the price per share of GHQ common
stock sold by GHQ in the Future Offering (“Restructured Warrants Exercise
Price”) (provided that the price per share of GHQ common stock in the
Future Offering shall be deemed to be the lesser of (x) the actual price
in such Future Offering and (y) $10.00 per share of GHQ common stock),
(ii) extend their exercise period by two years to February 2015 and (iii)
increase the price of GHQ common stock at which GHQ can redeem the
restructured warrants to $18.00.
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Enter
into a new warrant agreement for the restructured warrants with terms
substantially similar to the terms set forth in the warrant agreement with
respect to the existing warrants issued in its IPO, except as set forth
above.
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File
with the Securities and Exchange Commission (“
SEC
”),
as soon as practicable following the issuance of the restructured
warrants, but in no event later than 15 business days following the
issuance of the restructured warrants, a resale registration shelf
statement to allow for the resale of restructured warrants and the shares
of GHQ common stock underlying such restructured warrants (“
Resale Registration
Statement
”). If the Resale Registration Statement is not
declared effective by the SEC within 30 business days following the
issuance of the restructured warrants, the Warrantholders have the right
to sell to GHQ, for cash, the restructured warrants for a price equal to
the difference between the weighted average price of the shares of GHQ
common stock during a certain period over the exercise price of the
restructured warrants.
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In
connection with the restructuring of the warrants, Greenhill & Co., Inc. has
agreed to exchange 4.0 million warrants held by it into the restructured
warrants as described above. In addition, GHQ’s chairman and chief
executive officer, Scott L. Bok, and its senior vice president, Robert H.
Niehaus, agreed to exchange 0.4 million warrants purchased by them in GHQ’s
IPO into the restructured warrants as described above.
At the
closing of the acquisition, including the effects of the Warrant Purchase
Agreements, there will be approximately 13.7 million GHQ warrants outstanding
with an exercise price of $7.00 and approximately 14.4 million GHQ
warrants outstanding with the Restructured Warrants Exercise Price.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 is hereby incorporated by reference into this
Item 3.02 of this Current Report on Form 8-K. Exemption from the
registration provisions of the Securities Act of 1933, as amended, for issuance
of the restructured warrants is claimed under Section 4(2) of the Securities Act
of 1933, as amended, among others, on the basis that such transaction did not
involve any public offering. The Warrantholders represented that each
was an accredited investor as defined in Regulation D and that it was acquiring
the
repurchased
warrants for investment only and not with a view to or for sale in connection
with any distribution thereof.
Item
7.01 Regulation FD Disclosure
GHQ will
host a conference call for analysts, investors and other interested parties on
Wednesday, July 29, 2009, at 2:00 p.m. Eastern Time with respect to the Warrant
Purchase Agreements. Attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated into this Item 7.01 by reference is the
presentation that will be used by GHQ on the conference call.
The
information in this section (including Exhibit 99.1) is being furnished pursuant
to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of
the Securities and Exchange Act of 1934, as amended (the “
Exchange Act
”), or otherwise
be subject to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act.
Item
8.01 Other Events
On July
29, 2009, GHQ issued a press release with respect to its entry into the Warrant
Purchase Agreements. The press release is attached hereto as Exhibit 99.2 and is
incorporated into this Item 8.01 by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
99.1
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Presentation,
dated July 2009
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99.2
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Press
Release, dated July 29, 2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GHL
Acquisition Corp.
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Date:
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July
29, 2009
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By:
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/s/
Scott L. Bok
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Name:
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Scott
L. Bok
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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EX-99.1
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Presentation,
dated July 2009
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EX-99.2
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Press
Release, dated July 29, 2009
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6