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): August 10,
2009
|
|
GHL
ACQUISITION CORP.
|
(Exact
name of registrant
as
specified in charter)
|
|
|
|
|
|
|
|
|
DELAWARE
|
001-33963
|
22-1344998
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
300
Park Avenue, 23
rd
Floor, New York, NY 10022
|
(Address
of principal executive offices)
|
|
|
|
|
Registrant’s
telephone number, including area code:
(212)
389-1500
|
|
Not
Applicable
|
(Former
name or former address, if changed since last report)
|
|
|
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):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
x
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
TABLE
OF CONTENTS
Additional
Information and Where to Find It
Participants
in the Solicitation
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 WITH RESPECT TO THE SECOND QUARTER 2009
RESULTS OF IRIDIUM SATELLITE LLC (“
IRIDIUM
SATELLITE
”). IN CONNECTION WITH THE PROPOSED ACQUISITION
(“
ACQUISITION
”), OF
IRIDIUM HOLDINGS LLC, IRIDIUM SATELLITE’S PARENT, GHL ACQUISITION CORP. (“
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
7.01. Regulation FD Disclosure
Attached
hereto as Exhibit 99.1 and incorporated by reference is a copy of the press
release, dated August 10, 2009, issued by Iridium Satellite LLC (“
Iridium Satellite
”) announcing
its second quarter 2009 results. Iridium Satellite and GHL
Acquisition Corp. will host a conference call for analysts, investors and other
interested parties on Tuesday, August 11, 2009, at 8:30 a.m. Eastern Time with
respect to Iridium Satellites’ second quarter 2009 results.
Item
8.01 Other Events
See Item
7.01.
The
information in this report (including Exhibit 99.1) is being furnished 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
9.01 Financial Statements and Exhibits
(d)
Exhibits.
99.1
|
Press
Release, dated August 10, 2009
|
.
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.
|
|
GHL
Acquisition Corp.
|
|
|
|
|
|
|
|
|
|
Date:
|
August
10, 2009
|
|
By:
|
/s/
Harold J. Rodriguez, Jr.
|
|
|
|
|
|
Name:
|
Harold
J. Rodriguez, Jr.
|
|
|
|
|
|
Title:
|
Chief
Financial Officer
|
|
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
EX-99.1
|
Press
Release, dated August 10, 2009
|