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):
April 2, 2010
TERRESTAR
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
001-33546
|
93-0976127
|
(State
or Other Jurisdiction
|
(Commission
|
(IRS
Employer
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
12010
Sunset Hills Road
|
|
|
Reston,
VA
|
|
20190
|
(Address
of Principal
|
|
(Zip
Code)
|
Executive
Offices)
|
|
|
Registrant’s
telephone number, including area code: 703-483-7800
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 8.01. Other
Events.
On April
2, 2010, TerreStar Corporation, a Delaware corporation (the “
Company
”)
and TerreStar Holdings Inc., a Delaware corporation and a direct wholly-owned
subsidiary of the Company (“
Holdings
”)
terminated their offer to exchange (each, an “
Exchange
Offer
” and collectively, the “
Exchange
Offers
”) (i) all outstanding shares of Series A Cumulative Convertible
Preferred Stock of the Company (“
Series A
Preferred
”) for up to 90,000 shares of Series F Preferred Stock of
Holdings (“
Sub Series F
Preferred
”), (ii) all outstanding shares of Series B Cumulative
Convertible Preferred Stock of the Company (“
Series B
Preferred
”) for up to 318,500 shares of Sub Series F Preferred and (iii)
all outstanding shares of Series E Junior Participating Preferred Stock of the
Company for up to 300,000 shares of Series G Junior Preferred Stock of
Holdings. Additionally, TerreStar Networks Inc., a Delaware corporation
and an indirect majority-owned subsidiary of the Company (“
TSN
” and,
together with the Company and Holdings, the “
Companies
”)
and the Company terminated their proposal to amend all outstanding
$167 million (as of September 30, 2009) aggregate principal amount of 6.5%
Senior Exchangeable PIK Notes due 2014 (the “
6.5%
Notes
”) in the form of a supplemental indenture to the indenture
governing the 6.5% Notes upon the receipt of the requisite consents (
the
“
6.5% Notes
Amendments
”
).
In
connection with the Exchange Offers, the Company, Holdings and TSN, as
applicable, terminated their solicitation (the “
Solicitation
,”
and together with the Exchange Offers and 6.5% Notes Amendments, the “
Exchange Offers
and Solicitation
”) for (i) consents regarding certain proposed
amendments to the certificate of designations of the Series B
Preferred, (ii) consents regarding certain proposed amendments to the
indenture of TSN’s 6.5% Notes and (iii) the approval of the Exchange Offers
and Solicitation by holders of the 6.5% Notes (the “
Noteholders
’
Amendments
”).
The
Exchange Offers and Solicitation expired at 5:00 p.m., New York City time, on
Friday, April 2, 2010 (the “
Expiration
Time
”). Prior to the Expiration Time, the Companies terminated
the Exchange Offers and Solicitation because certain conditions precedent to the
Exchange Offers and Solicitation had not been satisfied. According to
Epiq Systems, Inc. (Financial Balloting Group) (the “
Exchange and
Information Agent
”), as of the time of termination, approximately
$22,492,279 aggregate principal amount of the 6.5% Notes had consented
to the 6.5% Notes Amendments and the Noteholders
’
Amendments and approximately 155,000 shares of Series B Preferred
had been validly tendered and not withdrawn. Additionally, according
to the Exchange and Information Agent, as of the time of termination, no shares
of the Series A Preferred or the Series E Preferred were validly tendered.
No securities were exchanged in the Exchange Offers and Solicitation. The
Companies instructed the Exchange and Information Agent to return promptly any
tendered shares and any delivered consents.
The
Exchange Offers and Solicitation were being made pursuant to the Offering
Memorandum dated November 16, 2009, as amended on December 8, 2009, December 22,
2009, January 5, 2010, January 27, 2010, February 5, 2010, March 8, 2010 and
March 17, 2010, the related Letter of Consent, as amended, and the related
Letter of Transmittal, as amended, which set forth a more detailed description
of the Exchange Offers and Solicitation, including certain conditions that were
required to be satisfied or waived prior to the Expiration Time of the
Exchange Offers and Solicitation.
Each of
the Series A Preferred and the Series B Preferred will become mandatorily
redeemable on April 15, 2010 (the “
Redemption
Date
”) at a price per share equal to $1,000, plus all accrued but unpaid
dividends. Currently, the Company does not anticipate having on April
15, 2010, the funds legally available for the redemption of the Series A
Preferred and Series B Preferred. The shares of Series A Preferred
and Series B Preferred not redeemed on the Redemption Date will remain
outstanding and will be entitled to all the rights and preferences provided
under the certificates of designations for the Series A Preferred and the Series
B Preferred, respectively. Following termination of the Exchange
Offers and Solicitation, the Companies will continue to consider their options
in connection with amending the Redemption Date of or refinancing the Series A
Preferred and the Series B Preferred, or otherwise fulfilling the requirements
under the terms of such securities, including without limitation the acquisition
of all or a portion of the Series A Preferred and Series B Preferred through
privately negotiated transactions or otherwise, upon such terms and
consideration as the Companies may determine, which acquisitions may differ from
the Exchange Offers and Solicitation in price and/or consideration.
If all of
the shares of Series A Preferred are not redeemed on the Redemption Date, the
holders of the Series A Preferred will have the right, subject to proper notice
as set forth below, voting as a single class with all other parity securities
upon which like voting rights have been conferred and are exercisable, to elect
two members to the Company’s board of directors until all outstanding shares of
the Series A Preferred have been redeemed. Similarly, if all of the
shares of Series B Preferred are not redeemed on the Redemption Date, the
holders of the Series B Preferred will have the right, subject to proper notice
as set forth below, voting as a single class with all other parity securities
upon which like voting rights have been conferred and are exercisable, to elect
a majority of members to the Company’s board of directors until all outstanding
shares of the Series B Preferred have been redeemed. Such board
election rights of the Series A Preferred and Series B Preferred holders will
become effective only if the Company’s failure to redeem continues for 30
consecutive days following the notice to the Company of the failure to redeem is
given by the holders of at least 25 percent of the Series A Preferred or the
Series B Preferred, as the case may be, then outstanding.
This Form
8-K is for informational purposes only and does not constitute an offer to sell
or purchase or the solicitation of an offer to buy or sell any security.
This Form 8-K shall not constitute an offer, solicitation or sale in any
jurisdiction.
Cautionary
Statement Regarding Forward-Looking Statements
This
report contains "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Such forward-looking statements include, without limitation, the
Company's current beliefs, expectations, focus and/or plans about future events,
including those regarding the redemption of the Series A Preferred and the
Series B Preferred, and the terms, conditions, timing and costs of any such
redemption. In addition, we and our representatives may from time to time
make written or oral forward-looking statements, including statements contained
in filings with the Securities and Exchange Commission and in our reports to
stockholders. These forward-looking statements are generally identified by
the words or phrases “intend,” “may,” “could,” “should,” “expect,” “anticipate,”
“plan,” “believe,” “seek,” “estimate,” “predict,” “project” or words of similar
import. These forward-looking statements are based upon our current
knowledge and assumptions about future events and involve risks and
uncertainties that could cause our actual results, performance or achievements
to be materially different from any anticipated results, prospects, performance
or achievements expressed or implied by such forward-looking statements.
These forward-looking statements are not guarantees of future performance.
Many factors are beyond our ability to control or predict. You are accordingly
cautioned not to place undue reliance on such forward-looking statements, which
speak only as of the date that we make them. We do not undertake to update
any forward-looking statement that may be made from time to time by or on our
behalf, unless required by law.
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.
|
TERRESTAR
CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Douglas
Brandon
|
|
|
|
Douglas
Brandon
|
|
|
|
General
Counsel & Secretary
|
|
|
|
|
|
Date:
April 5, 2010
4
Terrestar (MM) (NASDAQ:TSTR)
Historical Stock Chart
From Aug 2024 to Sep 2024
Terrestar (MM) (NASDAQ:TSTR)
Historical Stock Chart
From Sep 2023 to Sep 2024