UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 Or 15(d) of The Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): September 17,
2009
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GHL
ACQUISITION CORP.
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(Exact
name of registrant
as
specified in charter)
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DELAWARE
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001-33963
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22-1344998
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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300
Park Avenue, 23
rd
Floor, New York, NY 10022
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code:
(212)
389-1500
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE
OF CONTENTS
Additional
Information and Where to Find It
Participants
in the Solicitation
Item 5.02
Departure of Directors or Certain Officers; Compensatory Arrangements of Certain
Officers
Item 8.01
Other Events
Item 9.01
Financial Statements and Exhibits
INFORMATION
TO BE INCLUDED IN THIS REPORT
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
THIS
CURRENT REPORT ON FORM 8-K IS BEING MADE IN CONNECTION WITH THE PROPOSED
ACQUISITION (THE “ACQUISITION”) AND RELATED TRANSACTIONS INVOLVING GHL
ACQUISITION CORP. (“GHQ”) AND IRIDIUM HOLDINGS LLC (“IRIDIUM
HOLDINGS”). IN CONNECTION WITH THE ACQUISITION, GHQ FILED WITH THE
SECURITIES EXCHANGE COMMISSION (“SEC”) A DEFINITIVE PROXY STATEMENT AND HAS
MAILED A DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS TO GHQ’S
STOCKHOLDERS. THE INFORMATION CONTAINED IN THIS COMMUNICATION IS NOT
COMPLETE AND MAY BE CHANGED. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS, GHQ’S STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ
GHQ’S DEFINITIVE PROXY STATEMENT, AND ANY AMENDMENTS THERETO, IN CONNECTION WITH
GHQ’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO BE HELD TO APPROVE THE
ACQUISITION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT IRIDIUM HOLDINGS, GHQ AND THE PROPOSED
ACQUISITION. THE DEFINITIVE PROXY STATEMENT WAS MAILED TO GHQ
STOCKHOLDERS OF RECORD AS OF AUGUST 27, 2009. STOCKHOLDERS AND OTHER
INTERESTED PERSONS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY
STATEMENT, WITHOUT CHARGE, AT THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV OR BY
DIRECTING A REQUEST TO: MACKENZIE PARTNERS, INC. BY CALLING
800-322-2885.
PARTICIPANTS
IN THE SOLICITATION
GHQ AND
ITS DIRECTORS AND OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION
OF PROXIES TO GHQ’S STOCKHOLDERS IN CONNECTION WITH THE
ACQUISITION. A LIST OF THE NAMES OF THOSE DIRECTORS AND OFFICERS AND
A DESCRIPTION OF THEIR INTERESTS IN GHQ IS CONTAINED IN GHQ’S REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008, AND GHQ’S DEFINITIVE PROXY
STATEMENT WHICH ARE FILED WITH THE SEC. GHQ’S STOCKHOLDERS MAY OBTAIN
ADDITIONAL INFORMATION ABOUT THE DIRECT AND INDIRECT INTERESTS OF THE
PARTICIPANTS IN THE ACQUISITION, BY SECURITY HOLDINGS OR OTHERWISE, BY READING
GHQ’S DEFINITIVE PROXY STATEMENT AND OTHER MATERIALS FILED OR TO BE FILED WITH
THE SEC WHEN SUCH INFORMATION BECOMES AVAILABLE.
NOTHING
IN THIS COMMUNICATION SHOULD BE CONSTRUED AS, OR IS INTENDED TO BE, A
SOLICITATION FOR OR AN OFFER TO PROVIDE INVESTMENT ADVISORY
SERVICES.
Item
5.02 Departure of Directors or Certain Officers; Compensatory Arrangements of
Certain Officers
On
September 20, 2009, Scott L. Bok resigned from his position as Chief Executive
Officer of GHL Acquisition Corp. (“
GHQ
”) in order to permit GHQ
to be in full compliance with the technical requirements of the listing
standards of the Nasdaq Stock Market at the time of GHQ’s anticipated
listing. Mr. Bok will remain Chairman of GHQ. Robert H.
Niehaus, formerly a Senior Vice President of GHQ, will succeed Mr. Bok as Chief
Executive Officer until completion of the acquisition of Iridium Holdings LLC
(the “
Acquisition
”). On
September 21, 2009, GHQ issued a press release announcing the resignation of
Scott L. Bok and the appointment of Robert H. Niehaus. The
Acquisition is subject to the approval of GHQ’s stockholders at its special
stockholders meeting scheduled for September 23, 2009 (the “
Special
Meeting
”). The press release is attached hereto as Exhibit
99.1 and is incorporated into this Item 5.02 by reference.
Item
8.01 Other Events
On
September 17, 2009, GHQ issued a press release announcing that the RiskMetrics
Group, an independent proxy voting and corporate governance advisory firm, has
supported GHQ’s proposed Acquisition by recommending that GHQ stockholders vote
“FOR” all proposals at the Special Meeting. The press release is
attached hereto as Exhibit 99.2 and is incorporated into this Item 8.01 by
reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
99.1
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Press
Release, dated September 21, 2009 on Resignation
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99.2
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Press
Release, dated September 17, 2009 on
RiskMetrics
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GHL
Acquisition Corp.
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Date:
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September
21, 2009
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By:
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/s/
Harold J. Rodriguez, Jr.
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Name:
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Harold
J. Rodriguez, Jr.
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Title:
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Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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EX-99.1
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Press
Release, dated September 21, 2009 on Resignation
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EX-99.2
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Press
Release, dated September 17, 2009 on
RiskMetrics
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