Iridium Announces Planned Exchange Offer for $7.00 Warrants
September 28 2012 - 7:05AM
Iridium Communications Inc. (Nasdaq:IRDM) ("Iridium") today
announced its intention to conduct an offer to exchange its
outstanding $7.00 warrants for Iridium common stock. The Company
plans to offer holders of its $7.00 warrants one share of common
stock for every six warrants tendered (equivalent to approximately
0.1667 shares for every warrant tendered). Iridium expects to
commence the exchange offer as early as October 1, 2012.
The warrants currently trade under the symbol IRDMW on the
NASDAQ Stock Market. Some of the warrants are included in
Iridium's outstanding Units, which trade under the symbol IRDMU on
the NASDAQ Stock Market.
Iridium also announced that on September 24, 2012, it entered
into privately negotiated warrant exchange agreements with funds
managed by T2 Partners Management, L.P. ("T2"), the largest holder
of its outstanding $7.00 warrants. Pursuant to these
agreements, Iridium issued 562,370 new shares of its common stock
in exchange for 3,374,220 of the $7.00 warrants held by the T2
funds, representing approximately 27% of the outstanding $7.00
warrants.
Following these exchanges, Iridium has 8,979,434 outstanding
$7.00 warrants, including 632,726 that are included in the
Units.
"The preferred stock offering we announced today satisfies our
capital raise obligation under our recent credit facility amendment
and is part of our fully funded plan for the construction of our
next generation satellite constellation, Iridium NEXT," said Matt
Desch, chief executive officer, Iridium. "With that obligation
satisfied, the warrant proceeds are no longer required, and we can
undertake the planned warrant exchange tender offer."
Important Information
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the preferred stock or the shares
of common stock into which the preferred stock is convertible. This
press release and the description of the planned warrant exchange
offer contained herein are for informational purposes only and are
not an offer to purchase warrants or a solicitation of an offer to
sell common stock of Iridium. The exchange offer described
herein has not yet been commenced. At the time the exchange
offer is commenced, Iridium intends to file with the SEC a tender
offer statement on a Schedule TO containing an offer to exchange, a
letter of transmittal and other related documents. Such
documents will be mailed to holders of record of $7.00 warrants and
will also be made available for distribution to beneficial owners
of $7.00 warrants, including those included in outstanding
Units. The solicitation of offers to exchange warrants for
common stock of Iridium will only be made pursuant to the offer to
exchange, the letter of transmittal and related
documents. Warrant holders are advised to read the offer to
exchange, the letter of transmittal and all related documents, if
and when such documents are filed and become available, as they
will contain important information about the exchange offer and
proposed warrant exchange. Security holders can obtain these
documents when they are filed and become available free of charge
from the SEC's website at www.sec.gov. In addition, copies of
these documents and other filings containing information about
Iridium may be obtained, if and when available, without charge, by
directing a request to Iridium, attention Investor Relations, at
(703) 287-7570 or on Iridium's website at
www.iridium.com
About Iridium Communications Inc.
Iridium is the only mobile voice and data satellite
communications network that spans the entire globe. Iridium
enables connections between people, organizations and assets to and
from anywhere, in real time. Together with its ever-expanding
ecosystem of partner companies, Iridium delivers an innovative and
rich portfolio of reliable solutions for markets that require truly
global communications. The company has a major development
program underway for its next-generation network – Iridium
NEXT. Iridium Communications Inc. is headquartered in McLean,
Va., U.S.A., and its common stock trades on the NASDAQ Global
Select Market under the ticker symbol IRDM. For more
information about Iridium products, services and partner solutions,
visit www.iridium.com.
The Iridium Communications Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=10426
Forward-Looking Statements
Statements in this press release that are not purely historical
facts may constitute forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements include statements regarding the completion of the
proposed preferred stock offering and warrant exchange tender
offer, including the warrant exchange ratio. The preferred stock
offering has not been concluded, and the warrant exchange offer has
not been commenced, and there can be no assurance that they will
be, or on what terms. Other forward-looking statements can be
identified by the words "anticipates," "may," "can," "believes,"
"expects," "projects," "intends," "likely," "will," "to be" and
other expressions that are predictions or indicate future events,
trends or prospects. These forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of Iridium to
differ materially from any future results, performance or
achievements expressed or implied by such forward-looking
statements. These risks and uncertainties include, but are not
limited to, uncertainties regarding increases in customer demand
for Iridium's products and services, Iridium's ability to maintain
the health, capacity and content of its satellite constellation,
and the development of and transition to Iridium NEXT, including
expanded capacity and features, as well as general industry and
economic conditions, and competitive, legal, governmental and
technological factors. Other factors that could cause actual
results to differ materially from those indicated by the
forward-looking statements include those factors listed under the
caption "Risk Factors" in the Company's Form 10-K for the year
ended December 31, 2011, filed with the SEC on March 6, 2012 and
Form 10-Q for the period ended June 30, 2012, filed with the SEC on
August 2, 2012. There is no assurance that Iridium's expectations
will be realized. If one or more of these risks or uncertainties
materialize, or if Iridium's underlying assumptions prove
incorrect, actual results may vary materially from those expected,
estimated or projected. Iridium's forward-looking statements speak
only as of the date of this press release, and Iridium undertakes
no obligation to update forward-looking statements.
CONTACT: Investor Contact:
Steve Kunszabo
Iridium Communications Inc.
+1 (703) 287-7570
steve.kunszabo@iridium.com
Press Contact:
Ashley Eames
Iridium Communications Inc.
+1 (703) 287-7476
ashley.eames@iridium.com
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