As
filed with the Securities and Exchange Commission on August 27 ,
2009
Registration
No. 333-159673
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 2 TO
FORM
S-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
GHL
ACQUISITION CORP.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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22-1344998
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
Number)
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300
Park Avenue, 23rd Floor
New
York, NY 10022
(212)
389-1500
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(Address,
Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)
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Scott
L. Bok
Chairman
and Chief Executive Officer
GHL
Acquisition Corp.
300
Park Avenue, 23rd Floor
New
York, NY 10022
(212) 389-1500
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(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent For Service)
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Copy
to:
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Deanna
L. Kirkpatrick
Davis
Polk & Wardwell LLP
450
Lexington Avenue
New
York, New York 10017
(212)
450-4000
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Approximate date of commencement of
proposed sale to the public
: From time to time after the
effective date of this registration statement.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, check the following box.
o
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.
o
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.
o
Indicate by check mark whether the
registrant
is
a large
accelerated filer, an accelerated
filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of
“
large accelerated
filer,
”
“
accelerated filer
”
and
“
smaller reporting
company
”
in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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(Do not check if a smaller
reporting company)
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Smaller reporting company
o
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CALCULATION
OF REGISTRATION FEE
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Title
of Each
Class
of Securities
to
be Registered
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Amount
to be
Registered
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Proposed
Maximum
Aggregate
Price
Per
Unit
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee (1)
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Common
Stock, par value $0.001 per share
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(2)
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(3)
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(3)
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—
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Preferred
Stock, par value $0.0001 per share
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(2)
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(3)
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(3)
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—
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Debt
Securities
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(2)
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(3)
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(3)
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—
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Total
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$200,000,000
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$11,160
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(1)
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Calculated pursuant
to Rule 457(o) of the Securities Act.
Previously
paid by the Registrant in connection with the original filing of this
Registration Statement on June 2,
2009.
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(2)
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There
are being registered hereunder such indeterminate number of shares of
common stock and preferred stock and principal amount of debt securities
of the registrant with an aggregate offering price not to exceed
$200,000,000 or, if any debt securities are issued at an original
issue
discount
,
such greater principal amount as shall result in an aggregate initial
offering price of $200,000,000. The securities registered also include
such indeterminate amounts and numbers of shares of common stock and
numbers of shares of preferred stock, and principal amounts of debt
securities, as may be issued upon conversion of or exchange for preferred
stock or debt securities that provide for conversion or exchange or
pursuant to the anti-dilution provisions of any such securities. The
securities registered hereunder are to be issued from time to time and at
prices to be determined.
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(3)
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Omitted
pursuant to General Instruction II.D of Form S-3 under the Securities
Act.
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The
Registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED AUGUST
27, 2009
The information in this prospectus is
not c
omplete and may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective.
This prospectus is not an
offer
to sell these
securities and we are
not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
PROSPECTUS
EXPLANATORY
NOTE
This
registration statement registers securities to be issued from time to time upon
the completion of our proposed acquisition of Iridium Holdings LLC (“Iridium
Holdings”). As a result, any common stock registered pursuant to this
registration statement will not be entitled to vote in connection with the
proposed acquisition of Iridium Holdings or receive any proceeds from the trust
account in the event we do not consummate an initial business combination by
February 14, 2010.
GHL
ACQUISITION CORP.
Common
Stock, Preferred Stock and Debt Securities
We may,
upon the completion of our proposed acquisition of Iridium Holdings, sell common
stock, preferred stock and debt securities from time to time in amounts, at
prices and on terms that will be determined at the time of any such
offering.
Each time
our securities are offered pursuant to this prospectus, we will provide a
prospectus supplement and attach it to this prospectus. The prospectus
supplement will contain more specific information about the offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. This prospectus may not be used to offer or sell our securities
without a prospectus supplement describing the method and terms of the
offering.
We may
sell our securities directly or to or through underwriters, to other purchasers
and/or through agents. If any underwriters are involved in the sale of our
securities offered by this prospectus and any prospectus supplement, their
names, and any applicable purchase price, fee, commission or discount
arrangement between us and them will be set forth, or will be calculable from
the information set forth, in the applicable prospectus supplement.
Our
common stock is listed on the NYSE Amex under the trading symbol “GHQ.” In
connection with our proposed acquisition of Iridium Holdings, we intend to apply
for listing on the Nasdaq Stock Market (“Nasdaq”).
______________________________
We urge
you to carefully read this prospectus and the accompanying prospectus
supplement, together with the documents we incorporate by reference, before you
invest in our securities.
______________________________
Investing
in these securities involves certain risks. See “Risk Factors” in the documents
which are incorporated by reference herein.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
______________________________
The date
of this prospectus is
,
2009.
You
should rely only on the information contained in or incorporated by reference in
this prospectus or any related prospectus supplement. We have not authorized
anyone to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information contained in or incorporated by reference in this
prospectus is accurate as of any date other than the date on the front of this
prospectus.
The terms
“the Company,” “we,” “us” and “our” refer to GHL Acquisition Corp. (to be
renamed Iridium Communications Inc. following the acquisition of Iridium
Holdings), a Delaware corporation, including, except for periods prior to the
date of completion of the acquisition, our subsidiary, Iridium
Holdings. References to “GHQ” refer to GHL Acquisition Corp. prior to
the completion of the acquisition of Iridium Holdings and references to “Iridium
Holdings” refer to Iridium Holdings LLC and its subsidiaries prior to the
completion of the acquisition.
References
to “Greenhill” or our “founding stockholder” refer to Greenhill & Co., Inc.
References to “initial stockholders” refer to Greenhill and its permitted
transferees. References to “public stockholders” refer to purchasers of shares
of our common stock in our initial public offering or in the secondary market,
including our founding stockholder, officers or directors and their affiliates
to the extent they purchased or acquired shares in the initial public offering
or in the secondary market.
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission, or the “SEC,” utilizing a “shelf” registration process.
Under this shelf process, we may, from time to time, offer or sell any
combination of the securities described in this prospectus in one or more
offerings. This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should carefully read both this
prospectus and any applicable prospectus supplement together with additional
information described under the heading “Where You Can Find More Information”
before deciding to invest in any of the securities being offered.
We have
filed or incorporated by reference exhibits to the registration statement of
which this prospectus forms a part. You should read the exhibits carefully for
provisions that may be important to you.
INFORMATION CONCERNING FORWARD-LOOKING
STATEMENTS
This
prospectus and other documents incorporated by reference in this prospectus
contain forward-looking statements within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995. In some
cases you can identify these statements by forward-looking words such as “may,”
“might,” “should,” “anticipates,” “expects,” “intends,” “plans,” “seeks,”
“estimates,” “potential,” “continue,” “believes” and similar expressions,
although some forward-looking statements are expressed differently.
These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
us and/or Iridium Holdings LLC (“Iridium Holdings”) to differ materially from
any future results, performance or achievements expressed or implied by such
forward-looking statements. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements. These risks and uncertainties include, but are not
limited to, uncertainties regarding the timing of the proposed transaction with
Iridium Holdings, whether the transaction will be approved by GHQ's
stockholders, whether the closing conditions will be satisfied (including
receipt of regulatory approvals), as well as industry and economic conditions,
competitive, legal, governmental and technological factors. There is
no assurance that our or Iridium Holdings’ expectations will be
realized. If one or more of these risks or uncertainties materialize,
or if our underlying assumptions prove incorrect, actual results may vary
materially from those expected, estimated or projected.
Such
risks and uncertainties also include those set forth under “Risk Factors” in
Part I, Item 1A of our Annual Report on Form 10-K for the year ended December
31, 2008 and in our Preliminary Proxy Statement on Schedule 14A filed
on August 27, 2009, each incorporated herein by reference. Our
forward-looking statements speak only as of the time they are made and do not
necessarily reflect our outlook at any other point in time. We undertake no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or for any other reason. However,
readers should carefully review the risk factors set forth in other reports or
documents we file from time to time with the SEC.
PROSPECTUS SUMMARY
GHL
Acquisition Corp.
General
We are
presently a blank check company formed on November 2, 2007 for the purpose of
effecting an acquisition, through a merger capital stock exchange, asset
acquisition, stock purchase, reorganization or other similar business
combination with one or more businesses or assets, which we refer to as our
“initial business combination.”
We
completed our initial public offering on February 21, 2008 of 40,000,000 units
and recorded gross proceeds of approximately $408.0 million, consisting of $400
million from the initial public offering and $8.0 million from the sale of
private placement warrants to our founding stockholder Greenhill. Upon the
closing of the initial public offering, we paid $6.9 million of underwriting
fees and placed $400.0 million of the total proceeds into a trust account. The
remaining approximately $1.1 million was used to pay offering costs. Each unit
consists of one share of common stock, $0.001 par value per share, and one
warrant to purchase one share of our common stock at an initial exercise price
of $7.00 per share, subject to adjustment. The units were sold at an offering
price of $10.00 per unit.
We are
not presently engaged in, and will not engage in, any substantive commercial
business until the completion of our initial business combination. We
intend to utilize the funds held in our trust account and our common stock in
effecting the acquisition of Iridium Holdings, as described below.
Liquidation
if No Business Combination
Our
certificate presently provides that we will continue in existence only until
February 14, 2010. If our certificate proposal is approved and we
complete the proposed acquisition of Iridium Holdings, we will amend this
provision in order to permit for our continued existence. If we do
not complete an initial business combination by February 14, 2010, our corporate
existence will cease except for the purpose of winding up our affairs and
liquidating pursuant to Section 278 of Delaware General Corporation
Law.
The
Acquisition
General
We expect
to acquire Iridium Holdings pursuant to a transaction agreement that provides
for the acquisition, directly or indirectly, of all of the outstanding
units of Iridium Holdings, with Iridium Holdings continuing as a subsidiary of
ours. Following the acquisition, we plan to rename ourselves “Iridium
Communications Inc.” Our offering of securities under this prospectus is
contingent upon our successful acquisition of Iridium Holdings.
Stockholder
Approval of Initial Business Combination and Other Closing
Conditions
The
affirmative vote of stockholders owning a majority of the shares sold in our
initial public offering voting in person or by proxy at the special meeting is
required to approve our initial business combination. However, our
initial business combination will not be approved if the holders of 30% or more
of the shares sold in our initial public offering vote against our initial
business combination and properly exercise their rights to convert such shares
sold in our initial public offering into cash. In connection with this vote, our
founding stockholder, officers and directors, to the extent they own our common
stock, have agreed to vote their shares in accordance with the majority of the
shares of common stock voted by the public stockholders. The shares of common
stock offered pursuant to this prospectus will not be entitled to vote in
connection with the initial business combination.
The
closing of our acquisition of Iridium Holdings is subject to a number of
conditions set forth in the transaction agreement. For more information about
the closing conditions to the acquisition, please see the section entitled “The
Transaction Agreement—Conditions to the Closing of the Acquisition” in our
Preliminary Proxy Statement on Schedule 14A filed on August 27,
2009.
Iridium
Holdings LLC
Iridium
Holdings is the second largest provider of mobile voice and data communications
services via satellite, and the only provider of mobile satellite communications
services offering 100% global coverage. Iridium Holdings’ satellite network
provides communication services to regions of the world where existing wireless
or wireline networks do not exist or are impaired, including extremely remote or
rural land areas, open ocean, the Polar Regions and regions where the
telecommunications infrastructure has been affected by political conflicts or
natural disasters. Demand for Iridium Holdings’ mobile satellite services and
products is growing as a result of the increasing need for reliable
communication services in all locations. Iridium Holdings offers voice and data
communications services to the U.S. and foreign governments, businesses,
non-governmental organizations and consumers via its constellation of 66
in-orbit satellites, seven in-orbit spares and related ground infrastructure,
including a primary commercial gateway. The U.S. government, directly
and indirectly, has been and continues to be Iridium Holdings’ largest customer,
generating $67.8 million, or 21.1%, of its total revenues for the year ended
December 31, 2008, and $36.6 million, or 23.1%, of its total revenues for the
six months ended June 30, 2009.
Additional
Information
Our
principal executive offices are located at 300 Park Avenue, 23rd Floor, New
York, New York 10022 and our telephone number is (212) 389-1500.
Following
the acquisition of Iridium Holdings, our principal executive offices will be
located at 6707 Democracy Boulevard Suite 300, Bethesda, Maryland 20817 and our
telephone number will be (301) 571-6200.
USE OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement, the net proceeds from the sale
of the securities will be used for general corporate purposes.
PLAN OF DISTRIBUTION
We may
sell the securities in one or more of the following ways (or in any combination)
from time to time:
·
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through
underwriters or dealers;
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·
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directly
to a limited number of purchasers or to a single purchaser;
or
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The
prospectus supplement will state the terms of the offering of the securities,
including:
·
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the
name or names of any underwriters, dealers or agents and the amounts of
securities underwritten or purchased by
them;
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·
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the
purchase price of such securities and the proceeds to be received by us,
if any;
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·
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any
underwriting discounts or agency fees and other items constituting
underwriters’ or agents’
compensation;
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·
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any
initial public offering price;
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·
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any
discounts or concessions allowed or reallowed or paid to dealers;
and
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·
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any
securities exchanges on which the securities may be
listed.
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Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If we use
underwriters in the sale, the securities will be acquired by the underwriters
for their own account and may be resold from time to time in one or more
transactions, including:
·
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negotiated
transactions;
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·
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at
a fixed public offering price or prices, which may be
changed;
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·
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at
market prices prevailing at the time of
sale;
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·
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at
prices related to prevailing market prices;
or
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Unless
otherwise stated in a prospectus supplement, the obligations of the underwriters
to purchase any securities will be conditioned on customary closing conditions
and the underwriters will be obligated to purchase all of such series of
securities, if any are purchased.
We may
sell the securities through agents from time to time. The prospectus supplement
will name any agent involved in the offer or sale of the securities and any
commissions we pay to them. Generally, any agent will be acting on a best
efforts basis for the period of its appointment.
We may
authorize underwriters, dealers or agents to solicit offers by certain
purchasers to purchase the securities from us at the public offering price set
forth in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. The
contracts will be subject only to
those
conditions set forth in the prospectus supplement, and the prospectus supplement
will set forth any commissions we pay for solicitation of these
contracts.
Underwriters
and agents may be entitled under agreements entered into with us to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933 (the “Securities Act”), or to contribution with
respect to payments which the underwriters or agents may be required to make.
Underwriters and agents may be customers of, engage in transactions with, or
perform services for us and our affiliates in the ordinary course of
business.
Each series of securities other than the
common stock, which is currently listed on the NYSE Amex, will be a new issue of
securities and will have no established trading market. Any underwriters to whom
securities are sold for public offering and sale may make a market in the
securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The securities, other
than the common stock, may or may not be listed on a national securities
exchange.
RATIO OF EARNINGS TO FIXED CHARGES
As of the
date of this prospectus, we have had no fixed charges since our inception, and
accordingly no ratios are shown for the six months ended June 30, 2009, the
year ended December 31, 2008 and the period from November 2, 2007 (inception) to
December 31, 2007. In addition, as of the date of this prospectus, we have not
issued any preferred stock.
DESCRIPTION OF COMMON STOCK AND
WARRANTS
General
The
following is a summary of the material terms of our securities following the
completion of our proposed acquisition of Iridium Holdings and is not intended
to be a complete summary of the rights and preferences of such
securities. We urge you to read our proposed certificate in its
entirety for a complete description of the rights and preferences of our
securities following the acquisition of Iridium Holdings. The
proposed amendments to our certificate are described in “Proposal II—Approval of
the Amended and Restated Certificate of Incorporation” and the full text of the
proposed second and amended certificate is attached as Annex B to our
Preliminary Proxy Statement on Schedule 14A filed on August 27,
2009.
Authorized
and Outstanding Stock
Our
proposed second amended and restated certificate authorizes the issuance of
300,000,000 shares of common stock, par value $0.001, and 2,000,000 shares
of preferred stock, par value of $0.0001. As of August 27,
2009, there were 48,500,000
shares of common stock
outstanding and no shares of preferred stock outstanding. The
outstanding shares of our common stock are, and the shares of our common stock
issued in the acquisition of Iridium Holdings will be, duly authorized, validly
issued, fully paid and non-assessable.
Units
Each of
our units consists of one share of common stock and one warrant. Each
warrant entitles the holder to purchase one share of common stock at an exercise
price of $7.00 per share of common stock, subject to adjustment. Our units
commenced trading on February 15, 2008.
Common
Stock
Holders
of our common stock are entitled to one vote for each share held of record on
all matters to be voted on by stockholders. Holders of common stock
have exclusive voting rights for the election of our directors and all other
matters requiring stockholder action, except with respect to amendments to our
certificate that alter or change the powers, preferences, rights or other terms
of any outstanding preferred stock if the holders of such affected series of
preferred stock are entitled to vote on such an amendment.
Holders
of our common stock are entitled to receive such dividends, if any, as may be
declared from time to time by our board of directors in its discretion out of
funds legally available therefor. The payment of dividends, if ever,
on the common stock is subject to the prior payment of dividends on any
outstanding preferred stock, of which there is currently none.
We have
not paid any dividends on our common stock to date. The payment of dividends in
the future will depend on our revenues and earnings, if any, capital
requirements and general financial condition after our initial business
combination is completed. The payment of any dividends subsequent to
a business combination will be within the discretion of our then-board of
directors. It is the intention of our present board of directors to
retain any earnings for use in our business operations and, accordingly, we do
not anticipate the board declaring any dividends in the foreseeable
future.
In the
event of any voluntary or involuntary liquidation, dissolution or winding up and
after payment or provision for payment of our debts and other liabilities and of
the preferential and other amounts, if any, to which the holders of any
preferred stock will be entitled, the holders of all outstanding common shares
will be entitled to receive our remaining assets available for distribution
ratably in proportion to the number of common shares held by each
stockholder.
Our
proposed certificate allows us to restrict the ownership or proposed ownership
of our common stock or preferred stock by any person, if such ownership or
proposed ownership: (i) is or could be inconsistent with, or in violation of,
any provision of laws of the Federal Communications Commission (“FCC”); (ii)
will or may limit or impair our business activities under the FCC laws; or (iii)
will or could subject us to any specific rule, regulation or
policy
under the FCC laws, to which we were not subject prior to such ownership or
proposed ownership (collectively, “FCC Limitation”).
Our
proposed certificate also gives us the right to request from our stockholders or
proposed stockholders (by transfer of stock or otherwise), certain information,
including information relating to such stockholder’s or proposed stockholder’s
citizenship, affiliations and ownership or interest in other companies, if we
believe that such stockholder’s or proposed stockholder’s ownership of our
securities may result in an FCC Limitation.
If we do
not receive the information we request from any specific stockholder or conclude
that a person’s ownership or proposed ownership or the exercise by any person of
any ownership right may result in an FCC Limitation, we will have the right to,
and until we determine in our sole discretion that no FCC Limitation will occur:
(i) refuse to permit a transfer of stock to a proposed stockholder; (ii) suspend
rights of stock or equity ownership which could cause an FCC Limitation; and/or
(iii) redeem our common stock or preferred stock held by any
person.
Holders
of our common stock have no conversion, preemptive or other subscription rights
and there are no sinking fund or redemption provisions applicable to the common
stock.
Founding
Stockholder’s Units
On
November 13, 2007, our founding stockholder purchased an aggregate of 11,500,000
of our units for $25,000 in cash, at a purchase price of approximately $0.003
per unit. On January 10, 2008, we canceled 1,725,000 units, which were
surrendered by our founding stockholder in a recapitalization, leaving our
founding stockholder with a total of 9,775,000 units (of which 1,275,000 were
subject to forfeiture). On February 1, 2008, our founding stockholder
transferred at cost an aggregate of 150,000 of these founding stockholder’s
units to Thomas C. Canfield, Kevin P. Clarke and Parker W. Rush (of which 19,563
were forfeited because the underwriter did not exercise the over-allotment
option), each of whom is a director. Of the 9,775,000 of our units
purchased, 1,275,000 units were forfeited on March 27, 2008, following the
expiration of the over-allotment option granted to the underwriters in our
initial public offering. Pursuant to a letter agreement, dated
September 22, 2008, our founding stockholder has agreed to forfeit 1,441,176
shares of common stock and 8,369,563 warrants obtained in the November 13, 2007
unit purchase, upon the closing of the acquisition of Iridium
Holdings. Therefore, upon the closing of the acquisition, our
founding stockholder will own 6,928,387 shares (not including any shares that
may result from conversion of the
convertible
note which Greenhill & Co. Europe Limited purchased from Iridium
Holdings on October 24, 2008).
Warrants
Public
Stockholders’ Warrants
We sold
40.0 million warrants in the initial public offering, which will remain
outstanding following the closing of the acquisition of Iridium Holdings.
The
warrants started trading separately as of the opening of trading on March 20,
2008.
Each warrant entitles the registered holder to purchase one
share of our common stock at a price of $7.00 per share, subject to adjustment,
as discussed below, at any time commencing on the completion of our initial
business combination, provided that we have an effective registration statement
under the Securities Act covering the shares of common stock issuable upon
exercise of the warrants and a current prospectus relating to them is
available.
The
warrants will expire on February 14, 2013 at 5:00 p.m., New York time, or
earlier upon redemption. Once the warrants become exercisable, we may
call the warrants for redemption, in whole and not in part, at a redemption
price of $0.01 per warrant if, and only if, the reported last sale price of our
common stock equals or exceeds $14.25 per share for any 20 trading days within a
30-trading-day period ending on the third business day prior to the date on
which the notice of redemption is given, and only if on the date we give notice
of redemption and during the entire period thereafter until the time we redeem
the warrants we have an effective registration statement covering the shares of
common stock issuable upon exercise of the warrants and a current prospectus
relating to them is available.
If the
foregoing conditions are satisfied and we issue a notice of redemption, each
warrant holder can exercise his or her warrant prior to the scheduled redemption
date. However, there is no guarantee that the price of the common
stock will exceed the $14.25 trigger price or the $7.00 exercise price after the
redemption notice is issued.
The
exercise price and number of shares of common stock issuable on exercise of the
warrants may be adjusted in certain circumstances including in the event of a
stock dividend, or our recapitalization, reorganization, acquisition or
consolidation. However, the exercise price and number of shares of
common stock issuable on exercise of the warrants will not be adjusted for
issuances of common stock at a price below the warrant exercise
price.
The
warrants may be exercised upon surrender of the warrant certificate on or prior
to the expiration date at the offices of the warrant agent, with the exercise
form on the reverse side of the warrant certificate completed and executed as
indicated, accompanied by full payment of the exercise price, by certified check
payable to us, for the number of warrants being exercised. Holders of
warrants will not be entitled to a net cash settlement upon exercise of the
warrants. Warrant holders do not have the rights or privileges of
holders of common stock, including voting rights, until they exercise their
warrants and receive shares of common stock. After the issuance of
shares of common stock upon exercise of the warrants, each holder will be
entitled to one vote for each share held of record on all matters to be voted on
by stockholders.
No
warrants will be exercisable unless at the time of exercise we have an effective
registration statement under the Securities Act covering the shares of common
stock issuable upon exercise of the warrants and a current prospectus relating
to them is available. Under the warrant agreement, we have agreed to
use our best efforts to have an effective registration statement covering shares
of common stock issuable on exercise of the warrants and to maintain a current
prospectus relating to the common stock from the date the warrants become
exercisable to the date the warrants expire or are redeemed.
Founding
Stockholder’s Warrants
In
addition to the warrants obtained in the unit purchase described above, our
founding stockholder purchased 8,000,000 warrants in a private placement that
closed simultaneously with the closing of our initial public
offering. Pursuant to letter agreements, dated September 22, 2008 and
April 28, 2009, our founding stockholder has agreed to forfeit upon the closing
of the acquisition of Iridium Holdings, 4,000,000 of the founding stockholder’s
warrants originally purchased in the private placement.
Therefore,
upon the closing of the acquisition of Iridium Holdings, there will be 4,000,000
warrants outstanding held by our founding stockholder, which our founding
stockholder has agreed to exchange, immediately thereafter, for restructured
warrants as set forth below.
In
addition, upon the closing of the acquisition of Iridium Holdings, there will be
130,437 warrants outstanding that our founding stockholder obtained in the unit
purchase described above and transferred to our directors, Messrs. Rush,
Canfield and Clarke. These warrants will only become exercisable upon
the closing of the acquisition of Iridium Holdings, if the last sales price of
our common stock equals or exceeds $14.25 per share for any 20 trading days
within any 30 trading day period beginning 90 days after the closing of the
acquisition and if there is an effective registration statement covering the
shares of our common stock issuable upon exercise of the warrants and a current
prospectus relating to them is available.
Deferred
Underwriting Commission Forfeiture, Forward Purchases and Warrant Repurchases
and Exchanges
On June
2, 2009, we entered into an agreement with Banc of America Securities LLC, the
underwriter of our initial public offering, and its affiliate, pursuant to which
Banc of America Securities LLC has agreed to reduce the deferred underwriting
commissions payable upon the closing of the acquisition of Iridium Holdings by
approximately $8.2 million. In addition, Banc of America Securities
LLC or its affiliate agreed to sell to us, immediately after the closing of the
acquisition of Iridium Holdings, 3,655,500 of our warrants for
$1,827,750
.
Prior to
the closing of the acquisition of Iridium Holdings, we may, in privately
negotiated transactions, enter into agreements to repurchase, subject to the
closing of the acquisition of
Iridium
Holdings,
specified amounts of our outstanding common stock (“Forward Purchases”), from a
limited number of our stockholders who have invested in our common stock based
on investment strategies that we believe are focused on fixed income like
returns rather than the underlying business and growth prospects of the Company
following completion of the acquisition
of
Iridium
Holdings
. We expect these investors, based on their investment
strategies, would seek to exit their investment in us in connection with or
shortly following the closing of the acquisition
of
Iridium
Holdings
. We believe it is important for the Company to
develop a stockholder base with a longer term view, interested in and
knowledgeable about the Company’s underlying business and growth prospects and
believe that the combination of Forward Purchases and the first offering under
this prospectus (the "Future Offering") will permit us to accelerate this
transition. We recently initiated discussions with a limited number
of stockholders about their willingness to enter into Forward
Purchases. We expect that the purchase price for any Forward Purchase
would be at least equal to the amount the stockholder could receive by voting
against the acquisition and exercising conversion rights. We also
expect that, since any Forward Purchases will be conditioned upon the closing of
the acquisition of Iridium Holdings, a stockholder agreeing to enter into a
Forward Purchase would be required to agree to vote in favor of the
acquisition. We have not entered into any Forward Purchases but
intend to file a Current Report on Form 8-K within the requisite time period
disclosing the Forward Purchase if and when we do enter into a Forward
Purchase.
On July
29, 2009, we entered into agreements to repurchase and/or restructure 26,817,833
warrants issued in our initial public offering in privately negotiated
transactions (the “Exchanges”) from certain of our warrant holders (the
“Warrantholders”), subject to the closing of the acquisition of Iridium
Holdings.
We
negotiated to repurchase and/or restructure these warrants to reduce
significantly the magnitude of the potential dilution to our stockholders and
potential short selling in connection with and following consummation of the
acquisition of Iridium Holdings.
As part of the Exchanges, we have
agreed:
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to
purchase 12,449,308 existing warrants issued in our initial public
offering for a total of $3,112,327 of cash and $12,449,308 of our common
stock, with the number of shares of our common stock to be determined
based on the offering price per share of our common stock sold in the
Future Offering (provided that the price per share of our common stock in
the Future Offering shall be deemed to be the lesser of (x) the actual
price in this offering and (y) $10.00 per share of our common
stock);
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to
restructure 14,368,525 existing warrants and to enter into a new warrant
agreement with respect to the restructured warrants with terms
substantially similar to the terms set forth in the warrant agreement with
respect to the existing warrants issued in our initial public offering,
with the exception that (i) the exercise price of the restructured
warrants will be 115% of the price per share of our common stock sold by
us in the Future Offering (provided that the price per share of our common
stock in the Future Offering shall be deemed to be the lesser of (x) the
actual price in the Future Offering and (y) $10.00 per share of our common
stock), (ii) the exercise period for the restructured warrants will be
extended by two years to February 2015, and (iii) the price of our common
stock at which we can redeem the restructured warrants will be increased
to $18.00; and
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to
file with the 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
statement to allow for the resale of restructured warrants and the shares
of our common stock underlying such restructured warrants. If the resale
registration statement for the restructured warrants 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 us,
for cash, the restructured warrants for a price equal to the difference
between the weighted average price of the shares of our common stock
during a certain period over the exercise price of the restructured
warrants. We expect to issue the restructured warrants immediately
following the closing of the acquisition of Iridium
Holdings
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As set
forth above, our founding stockholder has agreed to exchange 4,000,000 warrants
held by it into restructured warrants. In addition, our current
chairman and chief executive officer, Scott L. Bok, and our current senior vice
president, Robert H. Niehaus, have agreed to exchange 400,000 warrants purchased
by them in our initial public offering into the restructured
warrants.
Upon the
closing of the acquisition of Iridium Holdings, giving effect of the foregoing
transactions, including the purchase of warrants from Banc of America Securities
LLC and its affiliate and the warrant restructuring, there will be 13,657,104
warrants outstanding with an exercise price of $7.00 and 14,368,525 warrants
outstanding with the exercise price for the restructured warrants as set forth
above.
Registration
Rights
As set
forth above, we have granted registration rights in connection with the
restructured warrants to be issued in the Exchanges, which require us to file a
resale registration statement 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. See “Description of Common
Stock and Warrants—Warrant Repurchases and Exchanges and Deferred Underwriting
Commission Forfeiture.”
At the
closing of the acquisition of Iridium Holdings, we will also enter into a
registration rights agreement with certain persons receiving shares of our
common stock in the proposed acquisition of Iridium Holdings, our founding
stockholder and our other initial stockholders, pursuant to which each such
person will be granted certain registration rights with respect to the shares of
our common stock and warrants held by them at that time and will be subject to
certain transfer restrictions. Under this registration rights
agreement, we will be required to file a shelf registration statement as soon as
reasonably practicable after the closing of the proposed acquisition of Iridium
Holdings, with a view to such registration statement becoming effective six
months from the date of the closing of the acquisition. See “Other
Transaction Agreements—Registration Rights Agreement” in our Preliminary Proxy
Statement on Schedule 14A filed on August 27, 2009. Such
registration rights agreement will supersede the existing registration rights
agreement to which our founding stockholder and our other initial stockholders
are parties.
We are
also obligated to register approximately 3.7 million shares currently held by an
underwriter in our initial public offering for resale.
Our Transfer Agent and Warrant
Agent
The
transfer agent for the shares of our common stock, warrants and units is
American Stock Transfer & Trust Company.
Listing
Currently, our units, common stock and
our warrants are listed on the NYSE Amex under the symbols “GHQ.U,” “GHQ” and
“GHQ.WS,” respectively. In connection with our proposed acquisition
of Iridium Holdings, we intend to apply for listing on the Nasdaq.
DESCRIPTION OF PREFERRED STOCK
Our
proposed certificate provides that up to 2,000,000 shares of preferred
stock may be issued from time to time in one or more classes or series without
stockholder approval. Our board of directors is authorized to fix the
voting rights, if any, designations, powers, preferences, the relative,
participating, optional or other special rights and any qualifications,
limitations and restrictions thereof, including dividend rights, terms of
redemption, conversion rights and liquidation preferences, applicable to the
shares of each series. Our board of directors may, without
stockholder approval, issue preferred stock with voting and other rights that
could adversely affect the voting power and other rights of the holders of the
common stock and could have anti-takeover effects. The ability of our
board of directors to issue preferred stock without stockholder approval could
have the effect of delaying, deferring or preventing a change of control of us
or the removal of existing management. We have no preferred stock
outstanding at the date hereof. Although we do not currently intend
to issue any shares of preferred stock, we cannot assure you that we will not do
so in the future.
DESCRIPTION OF DEBT SECURITIES
This
prospectus describes certain general terms and provisions of the debt
securities. We will issue debt securities that will be senior debt under the
senior debt indenture between us and a designated trustee, as senior debt
trustee. We will issue debt securities that will be subordinated debt under the
subordinated debt indenture between us and a designated trustee, as subordinated
debt trustee. This prospectus refers to the senior debt indenture and the
subordinated debt indenture individually as the indenture and collectively as
the indentures. This prospectus refers to the senior debt trustee and the
subordinated debt trustee individually as the trustee and collectively as the
trustees. When we offer to sell a particular series of debt securities, we will
describe the specific terms for the securities in a supplement to this
prospectus. The prospectus supplement will also indicate whether the general
terms and provisions described in this prospectus apply to a particular series
of debt securities.
We have
summarized certain terms and provisions of the indentures. The summary is not
complete. The indentures have been incorporated by reference as an exhibit to
the registration statement for these securities that we have filed with the SEC.
You should read the indentures for the provisions which may be important to you.
The indentures are subject to and governed by the Trust Indenture Act of 1939,
as amended. The indentures are substantially identical, except for the
provisions relating to subordination. See “— Subordinated Debt.”
Neither
indenture will limit the amount of debt securities which we may issue. We may
issue debt securities up to an aggregate principal amount as we may authorize
from time to time. The prospectus supplement will describe the terms of any debt
securities being offered, including:
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classification
as senior or subordinated debt
securities;
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ranking
of the specific series of debt securities relative to other outstanding
indebtedness, including subsidiaries’
debt;
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if
the debt securities are subordinated, the aggregate amount of outstanding
indebtedness, as of a recent date, that is senior to the subordinated
securities, and any limitation on the issuance of additional senior
indebtedness;
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the
designation, aggregate principal amount and authorized
denominations;
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the
interest rate, if any, and the method for calculating the interest
rate;
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the
interest payment dates and the record dates for the interest
payments;
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any
mandatory or optional redemption terms or prepayment, conversion, sinking
fund or exchangeability or convertibility
provisions;
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the
place where we will pay principal and
interest;
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if
other than denominations of $1,000 or multiples of $1,000, the
denominations the debt securities will be issued
in;
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whether
the debt securities will be issued in the form of global securities or
certificates;
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additional
provisions, if any, relating to the defeasance of the debt
securities;
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the
currency or currencies, if other than the currency of the United States,
in which principal and interest will be
paid;
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any
United States federal income tax
consequences;
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the
dates on which premium, if any, will be
paid;
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our
right, if any, to defer payment of interest and the maximum length of this
deferral period;
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any
listing on a securities exchange;
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the
initial public offering price; and
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other
specific terms, including any additional events of default or
covenants.
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Senior
Debt
We will
issue under the senior debt indenture the debt securities that will constitute
part of our senior debt. These senior debt securities will rank equally and pari
passu with all other unsecured and unsubordinated debt of the
Company.
Subordinated
Debt
We will
issue under the subordinated debt indenture the debt securities that will
constitute part of our subordinated debt. These subordinated debt securities
will be subordinate and junior in right of payment, to the extent and in the
manner set forth in the subordinated debt indenture, to all “senior
indebtedness” of the Company. The subordinated debt indenture defines “senior
indebtedness” the principal of (and premium, if any) and interest on all debt of
the Company whether created, incurred or assumed before, on or after the date of
the subordinated debt indenture. “Senior indebtedness” does not include
nonrecourse obligations, the subordinated debt securities, redeemable stock or
any other obligations specifically designated as being subordinate in right of
payment to senior indebtedness. See the subordinated debt indenture, section
1.01.
In
general, the holders of all senior indebtedness are first entitled to receive
payment of the full amount unpaid on senior indebtedness before the holders of
any of the subordinated debt securities or coupons are entitled to receive a
payment on account of the principal or interest on the indebtedness evidenced by
the subordinated debt securities in certain events. These events
include:
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any
insolvency or bankruptcy proceedings, or any receivership, liquidation,
reorganization or other similar proceedings which concern the Company or a
substantial part of its property;
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a
default having occurred for the payment of principal, premium, if any, or
interest on or other monetary amounts due and payable on any senior
indebtedness or any other default having occurred concerning any senior
indebtedness, which permits the holder or holders of any senior
indebtedness to accelerate the maturity of any senior indebtedness with
notice or lapse of time, or both. Such an event of default must have
continued beyond the period of grace, if any, provided for such event of
default, and such an event of default shall not have been cured or waived
or shall not have ceased to exist;
or
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the
principal of, and accrued interest on, any series of the subordinated debt
securities having been declared due and payable upon an event of default
pursuant to section 6.01 of the subordinated debt
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indenture.
This declaration must not have been rescinded and annulled as provided in the
subordinated debt indenture.
If this
prospectus is being delivered in connection with a series of subordinated debt
securities, the accompanying prospectus supplement or the information
incorporated in this prospectus by reference will set forth the approximate
amount of senior indebtedness outstanding as of the end of the most recent
fiscal quarter.
Events
of Default
When we
use the term “Event of Default” in the indentures with respect to the debt
securities of any series, here are some examples of what we mean:
(1)
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default
in the payment of the principal of any debt security of such series when
the same becomes due and payable at maturity, upon acceleration,
redemption or mandatory repurchase, including as a sinking fund
installment, or otherwise;
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(2)
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default
in the payment of interest on any debt security of such series when the
same becomes due and payable, and such default continues for a period of
30 days;
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(3)
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default
in the performance of or breaches of any other covenant or agreement of
the Company in either indenture with respect to any debt security of such
series or in the debt security of such series and such default or breach
continues for a period of 30 consecutive days or more after written notice
to the Company by the trustee or to the Company and the trustee by the
holders of 25% or more in aggregate principal amount of the debt
securities of all series affected thereby specifying such default or
breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” under the
indenture;
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(4)
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certain
events of bankruptcy, insolvency, reorganization, administration or
similar proceedings with respect to the Company or any material
subsidiary; and
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(5)
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any
other Events of Default set forth in the prospectus
supplement.
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If an
Event of Default (other than an Event of Default specified in clause (4) with
respect to the Company) under each indenture occurs with respect to the debt
securities of any series and is continuing, then the trustee or the holders of
at least 25% in principal amount of the outstanding debt securities of that
series may by written notice, and the trustee at the request of the holders of
not less than 25% in principal amount of the outstanding debt securities of such
series will, require us to repay immediately the entire principal amount of the
outstanding debt securities of that series (or such lesser amount as may be
provided in the terms of the securities), together with all accrued and unpaid
interest and premium, if any.
If an
Event of Default under the indenture specified in clause (4) with respect to the
Company occurs and is continuing, then the entire principal amount of the
outstanding debt securities (or such lesser amount as may be provided in the
terms of the securities) will automatically become due immediately and payable
without any declaration or other act on the part of the trustee or any
holder.
After a
declaration of acceleration or any automatic acceleration under clause (4)
described above, the holders of a majority in principal amount of outstanding
debt securities of any series may rescind this accelerated payment requirement
if all existing Events of Default, except for nonpayment of the principal and
interest on the debt securities of that series that has become due solely as a
result of the accelerated payment requirement, have been cured or waived and if
the rescission of acceleration would not conflict with any judgment or decree.
The holders of a majority in principal amount of the outstanding debt securities
of any series also have the right to waive past defaults, except a default in
paying principal or interest on any outstanding debt security, or in respect of
a covenant or a provision that cannot be modified or amended without the consent
of all holders of the debt securities of that series.
Holders
of at least 25% in principal amount of the outstanding debt securities of a
series may seek to institute a proceeding only after they have made written
request, and offered reasonable indemnity, to the trustee to institute a
proceeding and the trustee has failed to do so within 60 days after it received
this notice. In addition, within this 60-
day
period the trustee must not have received directions inconsistent with this
written request by holders of a majority in principal amount of the outstanding
debt securities of that series. These limitations do not apply, however, to a
suit instituted by a holder of a debt security for the enforcement of the
payment of principal, interest or any premium on or after the due dates for such
payment.
During
the existence of an Event of Default, the trustee is required to exercise the
rights and powers vested in it under the indenture and use the same degree of
care and skill in its exercise as a prudent person would under the circumstances
in the conduct of that person’s own affairs. If an Event of Default has occurred
and is continuing, the trustee is not under any obligation to exercise any of
its rights or powers at the request or direction of any of the holders unless
the holders have offered to the trustee reasonable security or indemnity.
Subject to certain provisions, the holders of a majority in principal amount of
the outstanding debt securities of any series have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee, or exercising any trust, or power conferred on the
trustee.
The
trustee will, within 90 days after any Default occurs, give notice of the
Default to the holders of the debt securities of that series, unless the Default
was already cured or waived. Unless there is a default in paying principal,
interest or any premium when due, the trustee can withhold giving notice to the
holders if it determines in good faith that the withholding of notice is in the
interest of the holders.
We are
required to furnish to each trustee an annual statement as to compliance with
all conditions and covenants under the indenture.
Modification
and Waiver
Each
indenture may be amended or modified without the consent of any holder of debt
securities in order to:
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cure
ambiguities, defects or
inconsistencies;
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provide
for the assumption of our obligations in the case of a merger or
consolidation;
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establish
the form or forms of debt securities of any
series;
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maintain
the qualification of the indenture under the Trust Indenture
Act;
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evidence
and provide for the acceptance of appointment under the indenture with
respect to the debt securities of any or all series by a successor trustee
and to add to or change any of the provisions of each indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee;
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provide
for uncertificated or unregistered debt securities;
and
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make
any change that does not materially and adversely affect the rights of any
holder.
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Other
amendments and modifications of each indenture or the debt securities issued may
be made with the consent of the holders of not less than a majority of the
aggregate principal amount of the outstanding debt securities of each series
affected by the amendment or modification. However, no modification or amendment
may, without the consent of the holder of each outstanding debt security
affected:
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change
the stated maturity of the principal of, or any sinking fund obligation or
any installment of interest on, such holder’s debt
security,
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reduce
the principal amount thereof or the rate of interest
thereon;
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reduce
the above stated percentage of outstanding debt securities the consent of
whose holders is necessary to modify or amend the indenture with respect
to the debt securities of the relevant series;
and
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reduce
the percentage in principal amount of outstanding debt securities of the
relevant series the consent of whose holders is required for any
supplemental indenture or for any waiver of compliance
with
certain provisions of the indenture or certain defaults and their
consequences provided for in the
indenture.
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Covenants
Consolidation,
Merger or Sale of Assets
We will
not consolidate or combine with or merge with or into or, directly or
indirectly, sell, assign, convey, lease, transfer or otherwise dispose of all or
substantially all of our properties and assets to any person or persons in a
single transaction or through a series of transactions, unless:
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we
shall be the continuing person or, if we are not the continuing person,
the resulting, surviving or transferee person (the “surviving entity”) is
a company organized and existing under the laws of the United States or
any State or territory;
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the
surviving entity will expressly assume all of our obligations under the
debt securities and each indenture, and will, if required by law to
effectuate the assumption, execute supplemental indentures which will be
delivered to the trustees and will be in form and substance reasonably
satisfactory to the trustees;
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immediately
after giving effect to such transaction or series of transactions on a pro
forma basis, no default has occurred and is continuing;
and
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we
or the surviving entity will have delivered to the trustee an officers’
certificate and opinion of counsel stating that the transaction or series
of transactions and a supplemental indenture, if any, complies with this
covenant and that all conditions precedent in the indenture relating to
the transaction or series of transactions have been
satisfied.
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If any
consolidation or merger or any sale, assignment, conveyance, lease, transfer or
other disposition of all or substantially all of our assets occurs in accordance
with the indentures, the successor corporation will succeed to, and be
substituted for, and may exercise every right and power of the Company under the
indentures with the same effect as if such successor corporation had been named
as the Company. Except for (1) any lease or (2) any sale, assignment,
conveyance, transfer, lease or other disposition to certain subsidiaries of the
Company, we will be discharged from all obligations and covenants under the
indentures and the debt securities.
Satisfaction,
Discharge and Covenant Defeasance
We may
terminate our obligations under each indenture, when:
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all
debt securities of any series issued that have been authenticated and
delivered have been delivered to the trustee for cancellation;
or
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all
the debt securities of any series issued that have not been delivered to
the trustee for cancellation will become due and payable within one year
(a “Discharge”) and we have made irrevocable arrangements satisfactory to
the trustee for the giving of notice of redemption by such trustee in our
name, and at our expense and we have irrevocably deposited or caused to be
deposited with the trustee sufficient funds to pay and discharge the
entire indebtedness on the series of debt securities to pay principal,
interest and any premium;
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we
have paid or caused to be paid all other sums then due and payable under
such indenture; and
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we
have delivered to the trustee an officers’ certificate and an opinion of
counsel, each stating that all conditions precedent under such indenture
relating to the satisfaction and discharge of such indenture have been
complied with.
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We may
elect to have our obligations under each indenture discharged with respect to
the outstanding debt securities of any series (“legal defeasance”). Legal
defeasance means that we will be deemed to have paid and discharged the entire
indebtedness represented by the outstanding debt securities of such series under
such indenture, except for:
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the
rights of holders of the debt securities to receive principal, interest
and any premium when due;
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our
obligations with respect to the debt securities concerning issuing
temporary debt securities, registration of transfer of debt securities,
the Company’s right of optional redemption, mutilated, defaced, destroyed,
lost or stolen debt securities and the maintenance of an office or agency
for payment for security payments held in
trust;
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the
rights, obligations and immunities of the trustee;
and
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the
defeasance provisions of the
indenture.
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In
addition, we may elect to have our obligations released with respect to certain
covenants in each indenture (“covenant defeasance”). Any omission to comply with
these obligations will not constitute a default or an event of default with
respect to the debt securities of any series. In the event covenant defeasance
occurs, certain events, not including non-payment, bankruptcy and insolvency
events, described under “Events of Default” will no longer constitute an event
of default for that series.
In order
to exercise either legal defeasance or covenant defeasance with respect to
outstanding debt securities of any series:
·
|
we
must irrevocably have deposited or caused to be deposited with the trustee
as trust funds for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to the benefits
of the holders of the debt securities of a
series:
|
·
|
U.S.
Government Obligations; or
|
·
|
a
combination of money and U.S. Government
Obligations,
|
in each
case sufficient without reinvestment, in the written opinion of an
internationally recognized firm of independent public accountants to pay and
discharge, and which shall be applied by the trustee to pay and discharge, all
of the principal, interest and any premium at due date or maturity or if we have
made irrevocable arrangements satisfactory to the trustee for the giving of
notice of redemption by the trustee in our name and at our expense, the
redemption date;
·
|
in
the case of legal defeasance, we have delivered to the trustee an opinion
of counsel stating that, under then applicable Federal income tax law, the
holders of the debt securities of that series will not recognize gain or
loss for federal income tax purposes as a result of the deposit,
defeasance and discharge to be effected and will be subject to the same
federal income tax as would be the case if the deposit, defeasance and
discharge did not occur;
|
·
|
in
the case of covenant defeasance, we have delivered to the trustee an
opinion of counsel to the effect that the holders of the debt securities
of that series will not recognize gain or loss for U.S. federal income tax
purposes as a result of the deposit and covenant defeasance to be effected
and will be subject to the same federal income tax as would be the case if
the deposit and covenant defeasance did not
occur;
|
·
|
no
default with respect to the outstanding debt securities of that series has
occurred and is continuing at the time of such deposit after giving effect
to the deposit or, in the case of legal defeasance, no default relating to
bankruptcy or insolvency has occurred and is continuing at any time on or
before
the
123rd day after the date of such deposit, it being understood that this
condition is not deemed satisfied until after the 123rd
day;
|
·
|
we
must have delivered to the trustee an opinion of counsel to the effect
that
|
(1)
|
the
creation of the defeasance trust does not violate the Investment Company
Act of 1940 and
|
(2)
|
after
the 123rd day following the deposit, the trust funds will not be subject
to the effect of any applicable bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights
generally;
|
·
|
if
at such time the debt securities of such series are listed on a national
securities exchange, the Company has delivered to the trustee an opinion
of counsel to the effect that the debt securities of such series will not
be delisted as a result of such deposit, defeasance and
discharge;
|
·
|
we
have delivered to the trustee an officers’ certificate and an opinion of
counsel stating that all conditions precedent with respect to the
defeasance or covenant defeasance have been complied with;
and
|
·
|
if
the debt securities of such series are to be redeemed prior to the final
maturity thereof (other than from mandatory sinking fund payments or
analogous payments), notice of such redemption shall have been duly given
pursuant to the indenture or provision therefor satisfactory to the
trustee shall have been made.
|
FORMS OF SECURITIES
Each debt
security will be represented either by a certificate issued in definitive form
to a particular investor or by one or more global securities representing the
entire issuance of securities. Certificated securities in definitive form and
global securities will be issued in registered form. Definitive securities name
you or your nominee as the owner of the security, and in order to transfer or
exchange these securities or to receive payments other than interest or other
interim payments, you or your nominee must physically deliver the securities to
the trustee, registrar, paying agent or other agent, as applicable. Global
securities name a depositary or its nominee as the owner of the debt securities
represented by these global securities. The depositary maintains a computerized
system that will reflect each investor’s beneficial ownership of the securities
through an account maintained by the investor with its broker/dealer, bank,
trust company or other representative, as we explain more fully
below.
Registered
global securities
We may
issue the registered debt securities in the form of one or more fully registered
global securities that will be deposited with a depositary or its nominee
identified in the applicable prospectus supplement and registered in the name of
that depositary or nominee. In those cases, one or more registered global
securities will be issued in a denomination or aggregate denominations equal to
the portion of the aggregate principal or face amount of the securities to be
represented by registered global securities. Unless and until it is exchanged in
whole for securities in definitive registered form, a registered global security
may not be transferred except as a whole by and among the depositary for the
registered global security, the nominees of the depositary or any successors of
the depositary or those nominees.
If not
described below, any specific terms of the depositary arrangement with respect
to any securities to be represented by a registered global security will be
described in the prospectus supplement relating to those securities. We
anticipate that the following provisions will apply to all depositary
arrangements.
Ownership
of beneficial interests in a registered global security will be limited to
persons, called participants, that have accounts with the depositary or persons
that may hold interests through participants. Upon the issuance of a registered
global security, the depositary will credit, on its book-entry registration and
transfer system, the participants’ accounts with the respective principal or
face amounts of the securities beneficially owned by the participants. Any
dealers, underwriters or agents participating in the distribution of the
securities will designate the accounts to be credited. Ownership of beneficial
interests in a registered global security will be shown on, and the transfer of
ownership interests will be effected only through, records maintained by the
depositary, with respect to interests of participants, and on the records of
participants, with respect to interests of persons holding through participants.
The laws of some states may require that some purchasers of securities take
physical delivery of these securities in definitive form. These laws may impair
your ability to own, transfer or pledge beneficial interests in registered
global securities.
So long
as the depositary, or its nominee, is the registered owner of a registered
global security, that depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the securities represented by the
registered global security for all purposes under the applicable indenture.
Except as described below, owners of beneficial interests in a registered global
security will not be entitled to have the securities represented by the
registered global security registered in their names, will not receive or be
entitled to receive physical delivery of the securities in definitive form and
will not be considered the owners or holders of the securities under the
applicable indenture. Accordingly, each person owning a beneficial interest in a
registered global security must rely on the procedures of the depositary for
that registered global security and, if that person is not a participant, on the
procedures of the participant through which the person owns its interest, to
exercise any rights of a holder under the applicable indenture. We understand
that under existing industry practices, if we request any action of holders or
if an owner of a beneficial interest in a registered global security desires to
give or take any action that a holder is entitled to give or take under the
applicable indenture, the depositary for the registered global security would
authorize the participants holding the relevant beneficial interests to give or
take that action, and the participants would authorize beneficial owners owning
through them to give or take that action or would otherwise act upon the
instructions of beneficial owners holding through them.
Principal,
premium, if any, and interest payments on debt securities represented by a
registered global security registered in the name of a depositary or its nominee
will be made to the depositary or its nominee, as the case may be, as the
registered owner of the registered global security. None of GHQ, the trustees or
any other agent of GHQ or agent of the trustees will have any responsibility or
liability for any aspect of the records relating to payments made on account of
beneficial ownership interests in the registered global security or for
maintaining, supervising or reviewing any records relating to those beneficial
ownership interests.
We expect
that the depositary for any of the securities represented by a registered global
security, upon receipt of any payment of principal, premium, interest or other
distribution of underlying securities or other property to holders on that
registered global security, will immediately credit participants’ accounts in
amounts proportionate to their respective beneficial interests in that
registered global security as shown on the records of the depositary. We also
expect that payments by participants to owners of beneficial interests in a
registered global security held through participants will be governed by
standing customer instructions and customary practices, as is now the case with
the securities held for the accounts of customers or registered in “street
name,” and will be the responsibility of those participants.
If the
depositary for any of these securities represented by a registered global
security is at any time unwilling or unable to continue as depositary or ceases
to be a clearing agency registered under the Securities Exchange Act of 1934,
and a successor depositary registered as a clearing agency under the Securities
Exchange Act of 1934 is not appointed by us within 90 days, we will issue
securities in definitive form in exchange for the registered global security
that had been held by the depositary. Any securities issued in definitive form
in exchange for a registered global security will be registered in the name or
names that the depositary gives to the relevant trustee or other relevant agent
of ours or theirs. It is expected that the depositary’s instructions will be
based upon directions received by the depositary from participants with respect
to ownership of beneficial interests in the registered global security that had
been held by the depositary.
VALIDITY OF THE SECURITIES
The
validity of the securities offered through this prospectus will be passed on for
us by Davis Polk & Wardwell LLP, New York, New York.
EXPERTS
Our
financial statements as of December 31, 2008,
and the related statements of
operations, changes in stockholders’ equity, and cash flows for the year ended
December 31, 2008, and for the period from November 2, 2007 (inception) to
December 31, 2008 have been audited by Ernst & Young LLP, an
independent registered public accounting firm,
as stated in their report,
which is incorporated herein by reference, from our Annual Report on Form 10-K
for the year ended December 31, 2008. Such financial statements have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
Our
financial statements as of December 31, 2007, and the related statements of
operations, changes in stockholder’s equity, and cash flows for the period from
November 2, 2007 (inception) to December 31, 2007 have been audited by Eisner
LLP, an independent registered public accounting firm, as stated in their
report, which is incorporated herein by reference, from our Annual Report on
Form 10-K for the year ended December 31, 2008. Such financial statements have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
The
consolidated financial statements of Iridium Holdings LLC as of December 31,
2008 and 2007 and for each of the three years in the period ended December 31,
2008 appearing in our Preliminary Proxy Statement on Schedule 14A (filed with
the Securities and Exchange Commission on August 27, 2009) have been
audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon,
included therein, and incorporated herein by reference
. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended. You may read and copy this information at the following
location of the Securities and Exchange Commission:
Public
Reference Room
100 F
Street, N.E.
Room
1580
Washington,
D.C. 20549
You may
also obtain copies of this information by mail from the Public Reference Section
of the Securities and Exchange Commission, 100 F Street, N.E., Room 1580,
Washington, D.C. 20549, at prescribed rates. You may obtain information on the
operation of the Securities and Exchange Commission’s Public Reference Room by
calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities
and Exchange Commission also maintains an Internet worldwide web site that
contains reports, proxy statements and other information about issuers like us
who file electronically with the Securities and Exchange Commission. The address
of the site is http://www.sec.gov.
INFORMATION INCORPORATED BY REFERENCE
The
Securities and Exchange Commission allows us to “incorporate by reference”
information into this document. This means that we can disclose important
information to you by referring you to another document filed separately with
the Securities and Exchange Commission. The information incorporated by
reference is considered to be a part of this document, except for any
information superseded by information that is included directly in this document
or incorporated by reference subsequent to the date of this
document.
This
prospectus incorporates by reference the documents listed below and any future
filings that we make with the Securities and Exchange Commission under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(other than information in the documents or filings that is deemed to have been
furnished and not filed), until all the securities offered under this prospectus
are sold.
GHL
Acquisition Corp. Securities and Exchange Commission
Filings
|
|
|
Annual
Report on Form 10-K and Form 10-K/A
|
|
Fiscal
year ended December 31, 2008
|
Quarterly
Report on Form 10-Q and Form 10-Q/A
|
|
Quarterly
period ended March 31, 2009
|
Quarterly
Report on Form 10-Q
|
|
Quarterly
period ended June 30, 2009
|
Current
Reports on Form 8-K
|
|
Filed
on January 22, 2009, February 26, 2009, April 28, 2009, April 30, 2009,
June 2, 2009, July 29, 2009 (items 1.01, 3.02 and 8.01 only) , July 30,
2009 and August 17, 2009
|
Preliminary
Proxy Statement on Schedule 14A
|
|
Filed
on August 27, 2009
|
Documents
incorporated by reference are available from the Securities and Exchange
Commission as described above or from us without charge, excluding any exhibits
to those documents unless the exhibit is specifically incorporated by reference
as an exhibit in this document. You can obtain documents incorporated by
reference in this document by requesting them in writing or by telephone at the
following address:
GHL
Acquisition Corp.
300 Park
Avenue
New York,
NY 10022
(212)
389-1500
Part
II
Information
not required in prospectus
Item
14. Other Expenses of Issuance and
Distribution
The
following table sets forth the costs and expenses to be borne by the Registrant
in connection with the offerings described in this Registration
Statement.
Registration
fee*
|
|
$
|
11,160
|
|
FINRA
fee*
|
|
|
20,500
|
|
Transfer
agent and trustee fees and expenses**
|
|
|
10,000
|
|
Printing**
|
|
|
25,000
|
|
Accounting
fees and expenses**
|
|
|
50,000
|
|
Legal
fees and expenses**
|
|
|
75,000
|
|
Miscellaneous**
|
|
|
58,340
|
|
Total
|
|
$
|
250,000
|
|
_____________
* Previously
paid in connection with the original filing of this Registration Statement
on June 2, 2009.
** Estimated.
|
Item
15. Indemnification of Directors and
Officers
Our
amended and restated certificate of incorporation provides that our directors
and officers will be indemnified by us to the fullest extent authorized by
Delaware General Corporation Law as it now exists or may in the future be
amended. In addition, our amended and restated certificate of incorporation
provides that our directors will not be personally liable for monetary damages
to us for breaches of their fiduciary duty as directors, unless they violated
their duty of loyalty to us or our stockholders, acted in bad faith, knowingly
or intentionally violated the law, authorized unlawful payments of dividends,
unlawful stock purchases or unlawful redemptions, or derived an improper
personal benefit from their actions as directors.
We have
entered into agreements with our directors to provide contractual
indemnification in addition to the indemnification provided in our amended and
restated certificate of incorporation. We believe that these provisions and
agreements are necessary to attract qualified directors. Our bylaws also permit
us to secure insurance on behalf of any officer, director or employee for any
liability arising out of his or her actions, regardless of whether Delaware
General Corporation Law would permit indemnification. We have purchased a policy
of directors’ and officers’ liability insurance that insures our directors and
officers against the cost of defense, settlement or payment of a judgment in
some circumstances and insures us against our obligations to indemnify the
directors and officers.
These
provisions may discourage stockholders from bringing a lawsuit against our
directors for breach of their fiduciary duty. These provisions also may have the
effect of reducing the likelihood of derivative litigation against directors and
officers, even though such an action, if successful, might otherwise benefit us
and our stockholders. Furthermore, a stockholder’s investment may be adversely
affected to the extent we pay the costs of settlement and damage awards against
directors and officers pursuant to these indemnification provisions. We believe
that these provisions, the insurance and the indemnity agreements are necessary
to attract and retain talented and experienced directors and
officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the
“Securities Act”) may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
Item
16. Exhibits
The
following is a list of all exhibits filed as a part of this registration
statement on Form S-3, including those incorporated herein by
reference.
|
|
|
1.1*
|
|
Form
of Underwriting Agreement
|
2.1
|
|
Transaction
Agreement dated September 22, 2008, incorporated herein by reference to
Exhibit 1.01 of the Registrant’s current report on Form 8-K filed with the
SEC on September 25, 2008
|
2.2
|
|
Side
Letter dated September 22, 2008, incorporated herein by reference to
Exhibit 1.02 of the Registrant’s current report on Form 8-K filed with the
SEC on September 25, 2008
|
2.3
|
|
Amendment
to Transaction Agreement dated April 28, 2009, incorporated herein by
reference to Exhibit 1.01 of the Registrant’s current report on Form 8-K
filed with the SEC on April 28, 2009
|
2.4
|
|
Letter
Agreement dated April 28, 2009, incorporated herein by reference to
Exhibit 1.02 of the Registrant’s current report on Form 8-K filed with the
SEC on April 28, 2009
|
4.1
|
|
Form
of Amended and Restated Bylaws, incorporated herein by reference to the
Registrant’s Registration Statement on Form S-1 (Registration No.
333-147722), which was declared effective on February 14,
2008
|
4.2
|
|
Form
of Amended and Restated Certificate of Incorporation, incorporated herein
by reference to the Registrant’s Registration Statement on Form S-1
(Registration No. 333-147722), which was declared effective on February
14, 2008
|
4.3
|
|
Form
of Second Amended and Restated Certificate of Incorporation, incorporated
herein by reference to Annex B of the Registrant’s Preliminary Proxy
Statement on Schedule 14A filed with the SEC on August 27,
2009
|
4.4**
|
|
Form
of Senior Debt Indenture
|
4.5**
|
|
Form
of Subordinated Debt Indenture
|
4.6*
|
|
Form
of Senior Note
|
4.7*
|
|
Form
of Subordinated Note
|
4.8
|
|
Specimen
Common Stock Certificate, incorporated herein by reference to the
Registrant’s Registration Statement on Form S-1 (Registration No.
333-147722), which was declared effective on February 14,
2008
|
5.1**
|
|
Opinion
of Davis Polk & Wardwell LLP
|
23.1
|
|
Consent
of Ernst & Young LLP, independent registered public accounting firm,
with respect to the financial statements as of December 31, 2008 of GHL
Acquisition Corp.
|
23.2
|
|
Consent
of Eisner LLP, independent registered public accounting firm, with respect
to the financial statements as of December 31, 2007 of GHL Acquisition
Corp.
|
23.3
|
|
Consent
of Ernst & Young LLP, independent auditors, with respect to the
consolidated financial statements as of December 31, 2008 and 2007 of
Iridium Holdings LLC and for each of the three years in the period ended
December 31, 2008
|
23.4**
|
|
Consent
of Davis Polk & Wardwell LLP (included in Exhibit
5.1)
|
24.1**
|
|
Power
of Attorney
|
25.1***
|
|
Statement
of Eligibility of Trustee on Form T-1 for Senior Debt
Indenture
|
25.2***
|
|
Statement
of Eligibility of Trustee on Form T-1 for Subordinated Debt
Indenture
|
*
|
To
be filed by amendment or as an exhibit to a current report of the
Registrant on Form 8-K and incorporated herein by
reference.
|
**
|
Previously
filed in connection with the original filing of this Registration
Statement on June 2, 2009.
|
***
|
To
be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of
1939.
|
Item
17. Undertakings
(a)
|
The
undersigned Registrant hereby
undertakes:
|
(1)
|
To
file, during any period in which offers or sales are being made of
securities registered hereby, a post-effective amendment to this
registration statement:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration
statement;
|
|
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
provided
,
however
, that paragraphs (i),
(ii) and (iii) above do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is
part of the registration statement.
(2)
|
That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
(4)
|
That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
|
|
(A)
|
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
|
|
(B)
|
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x)
for the purpose of providing the information required by Section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
provided
,
however
, that no
statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective
date.
|
(5)
|
That,
for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
|
The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following
communications, the undersigned registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such
purchaser:
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
|
|
(iv)
|
any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
(b)
|
The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
(c)
|
Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
|
(d)
|
The
undersigned registrant hereby
undertakes:
|
(1)
|
For
purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared
effective.
|
(2)
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For
the purpose of determining any liability under the Securities Act of 1933,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering
thereof.
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Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, New York, on August 27, 2009.
GHL
ACQUISITION CORP.
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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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Chairman and Chief Executive
Office
r
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
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Chairman
and Chief Executive Officer
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August
27, 2009
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Scott
L. Bok
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(Principal
Executive Officer)
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Senior
Vice President and Director
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Robert
H. Niehaus
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Chief
Financial Officer
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Harold
J. Rodriguez, Jr.
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(Principal
Accounting and Financial Officer)
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Director
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Thomas
C. Canfield
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Director
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Kevin
P. Clarke
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Director
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Parker
W. Rush
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*
By:
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/s/
Scott L. Bok
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Attorney-in-Fact
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Exhibit
Index
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1.1*
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Form
of Underwriting Agreement
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2.1
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Transaction
Agreement dated September 22, 2008, incorporated herein by reference to
Exhibit 1.01 of the Registrant’s current report on Form 8-K filed with the
SEC on September 25, 2008
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2.2
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Side
Letter dated September 22, 2008, incorporated herein by reference to
Exhibit 1.02 of the Registrant’s current report on Form 8-K filed with the
SEC on September 25, 2008
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2.3
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Amendment
to Transaction Agreement dated April 28, 2009, incorporated herein by
reference to Exhibit 1.01 of the Registrant’s current report on Form 8-K
filed with the SEC on April 28, 2009
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2.4
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Letter
Agreement dated April 28, 2009, incorporated herein by reference to
Exhibit 1.02 of the Registrant’s current report on Form 8-K filed with the
SEC on April 28, 2009
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4.1
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Form
of Amended and Restated Bylaws, incorporated herein by reference to the
Registrant’s Registration Statement on Form S-1 (Registration No.
333-147722), which was declared effective on February 14,
2008
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4.2
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Form
of Amended and Restated Certificate of Incorporation, incorporated herein
by reference to the Registrant’s Registration Statement on Form S-1
(Registration No. 333-147722), which was declared effective on February
14, 2008
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4.3
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Form
of Second Amended and Restated Certificate of Incorporation, incorporated
herein by reference to Annex B of the Registrant’s Preliminary Proxy
Statement on Schedule 14A filed with the SEC on August 27,
2009
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4.4**
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Form
of Senior Debt Indenture
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4.5**
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Form
of Subordinated Debt Indenture
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4.6*
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Form
of Senior Note
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4.7*
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Form
of Subordinated Note
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4.8
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Specimen
Common Stock Certificate, incorporated herein by reference to the
Registrant’s Registration Statement on Form S-1 (Registration No.
333-147722), which was declared effective on February 14,
2008
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5.1**
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Opinion
of Davis Polk & Wardwell LLP
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23.1
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Consent
of Ernst & Young LLP, independent registered public accounting firm,
with respect to the financial statements as of December 31, 2008 of GHL
Acquisition Corp.
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23.2
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Consent
of Eisner LLP, independent registered public accounting firm, with respect
to the financial statements as of December 31, 2007 of GHL Acquisition
Corp.
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23.3
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Consent
of Ernst & Young LLP, independent auditors, with respect to the
consolidated financial statements as of December 31, 2008 and 2007 of
Iridium Holdings LLC and for each of the three years in the period ended
December 31, 2008
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23.4**
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Consent
of Davis Polk & Wardwell LLP (included in Exhibit
5.1)
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24.1**
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Power
of Attorney
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25.1***
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Statement
of Eligibility of Trustee on Form T-1 for Senior Debt
Indenture
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25.2***
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Statement
of Eligibility of Trustee on Form T-1 for Subordinated Debt
Indenture
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* To
be filed by amendment or as an exhibit to a current report of the Registrant on
Form 8-K and incorporated herein by reference.
**
Previously
filed in connection with the original filing of this Registration Statement on
June 2, 2009.
*** To
be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of
1939.