Multi-party Term Sheet paves way to pair AST
SpaceMobile’s largest-ever commercial communication arrays deployed
in low Earth orbit and planned nationwide low-band network with up
to an additional 45 MHz of lower mid-band satellite spectrum
capabilities
Access to the largest available block of
high-quality nationwide spectrum positions AST SpaceMobile to
deliver on goal of peak data transmission speeds up to 120 Mbps
AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the
company building the first and only space-based cellular broadband
network accessible directly by everyday smartphones, designed for
both commercial and government applications, today announced a
Settlement Term Sheet among parties including AST SpaceMobile,
Ligado Networks LLC (“Ligado”), Viasat, Inc. (“Viasat”) and
Inmarsat Global Limited (“Inmarsat”) paving the way for approval of
definitive documentation providing AST SpaceMobile long-term access
to up to 45 MHz of premium lower mid-band spectrum in the United
States and Canada for direct-to-device satellite applications.
The Term Sheet, when approved, provides that as part of Ligado’s
ongoing restructuring, Inmarsat will support AST SpaceMobile
receiving long-term spectrum usage rights for 80+ years to up to 40
MHz of L-Band MSS spectrum in the United States and Canada held by
Ligado, plus access to an additional 5 MHz in the 1670-1675 MHz
Band in the United States (the “Transaction”). In addition,
Inmarsat agrees to provide its affirmative support of AST
SpaceMobile’s planned regulatory applications with the Federal
Communications Commission (FCC) in the United States and ISED in
Canada seeking authority to operate a NGSO system within the L-Band
mid-band spectrum in North America.
The Term Sheet supplements the definitive documentation
previously entered into between AST SpaceMobile and Ligado in March
2025 and remains subject to Court approval, expected before the end
of June. When consummated, the Transaction will add additional
capabilities to AST SpaceMobile’s technology and space-based
network, based on the largest-ever communications arrays deployed
in low Earth orbit, pairing existing plans for the continental
United States on low-band spectrum, which offers superior
penetration and coverage characteristics, with access to up to 45
MHz of lower mid-band spectrum, the largest available block of
high-quality nationwide spectrum in the United States.
Upon approval of the Transaction, closing will be subject to
receipt of satisfactory regulatory approvals required for the
proposed use of the spectrum, and other closing conditions. At
closing, Ligado will receive consideration of approximately $550
million, of which $535 million will be paid to Inmarsat. To support
this consideration, AST SpaceMobile has received a $550 million
institutional financing commitment, to finance a planned wholly
owned special-purpose vehicle (“SPV”) in the form of a non-recourse
senior-secured delayed-draw term loan facility, subject to
customary closing conditions. This non-recourse financing
highlights the attractiveness and value of the spectrum beyond the
significant synergistic benefits it provides AST SpaceMobile.
Pursuant to the Term Sheet and in connection with Inmarsat’s
affirmative Transaction and regulatory support and the resolution
of certain litigation matters between Ligado and Inmarsat, AST
SpaceMobile agrees to certain payments ahead of closing, subject to
certain conditions. So long the financial sponsors of Ligado
provide an acceptable backstop commitment to AST SpaceMobile
providing for a full refund of payments in the event regulatory
approvals are not obtained and closing does not occur, AST
SpaceMobile agrees to pay $420 million to Inmarsat on Ligado’s
behalf on October 31, 2025, $100 million to Inmarsat on Ligado’s
behalf on March 31, 2026 and $15 million to Inmarsat on Ligado’s
behalf upon receiving regulatory approval and closing of the
Transaction. AST SpaceMobile plans to obtain institutional
financing based on this backstop commitment to facilitate these
obligations prior to the non-recourse senior-secured delayed-draw
loan facility becoming effective upon regulatory approvals and
closing. The term sheet for such backstop commitment has already
been negotiated to AST SpaceMobile’s satisfaction, providing
committed financing from a highly credible group of lenders. AST
SpaceMobile plans to supplement the existing financing commitment
to cover the revised payment schedule.
AST SpaceMobile’s obligation to begin making spectrum access
usage payments to Ligado will begin on September 30, 2025 per the
Term Sheet.
AST SpaceMobile currently operates its first five commercial
BlueBird satellites into low Earth orbit, each the largest-ever
commercial communications arrays deployed into low Earth orbit,
reaching approximately 700 square feet in size. These initial
satellites will offer non-continuous cellular broadband service
across the United States and in select markets globally and will
target approximately 100% nationwide coverage from space with over
5,600 coverage cells in the United States. The next-generation
Block 2 BlueBirds featuring up to 2,400 square-foot communications
arrays, are designed to deliver up to 10 times the bandwidth
capacity of the BlueBird satellites in orbit, enabling peak data
transmission speeds of up to 120 Mbps, supporting voice, full data,
and video applications, and other native cellular capabilities.
About AST SpaceMobile
AST SpaceMobile is building the first and only global cellular
broadband network in space to operate directly with standard,
unmodified mobile devices based on our extensive IP and patent
portfolio, and designed for both commercial and government
applications. Our engineers and space scientists are on a mission
to eliminate the connectivity gaps faced by today’s five billion
mobile subscribers and finally bring broadband to the billions who
remain unconnected. For more information, follow AST SpaceMobile on
YouTube, X (Formerly Twitter), LinkedIn and Facebook. Watch this
video for an overview of the SpaceMobile mission.
Forward-Looking Statements
This communication contains “forward-looking statements” that
are not historical facts, and involve risks and uncertainties that
could cause actual results of AST SpaceMobile to differ materially
from those expected and projected. These forward-looking statements
can be identified by the use of forward-looking terminology,
including the words “believes,” “estimates,” “anticipates,”
“expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,”
“projects,” “predicts,” “continue,” or “should,” or, in each case,
their negative or other variations or comparable terminology. These
forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside AST SpaceMobile’s control and are difficult to predict.
Factors that could cause such differences include, but are not
limited to: (i) expectations regarding AST SpaceMobile’s strategies
and future financial performance, including AST’s future business
plans or objectives, expected functionality of the SpaceMobile
Service, anticipated timing of the launch of the Block 2 BlueBird
satellites, anticipated demand and acceptance of mobile satellite
services, prospective performance and commercial opportunities and
competitors, the timing of obtaining regulatory approvals, ability
to finance its research and development activities, commercial
partnership acquisition and retention, products and services,
pricing, marketing plans, operating expenses, market trends,
revenues, liquidity, cash flows and uses of cash, capital
expenditures, and AST SpaceMobile’s ability to invest in growth
initiatives; (ii) the negotiation of definitive agreements with
mobile network operators relating to the SpaceMobile Service that
would supersede preliminary agreements and memoranda of
understanding and the ability to enter into commercial agreements
with other parties or government entities; (iii) the ability of AST
SpaceMobile to grow and manage growth profitably and retain its key
employees and AST SpaceMobile’s responses to actions of its
competitors and its ability to effectively compete; (iv) changes in
applicable laws or regulations; (v) the possibility that AST
SpaceMobile may be adversely affected by other economic, business,
and/or competitive factors; (vi) the outcome of any legal
proceedings that may be instituted against AST SpaceMobile; and
(vii) other risks and uncertainties indicated in the Company’s
filings with the Securities and Exchange Commission (SEC),
including those in the Risk Factors section of AST SpaceMobile’s
Form 10-K filed with the SEC on March 3, 2025 and Form 10-Q filed
with the SEC on May 12, 2025.
AST SpaceMobile cautions that the foregoing list of factors is
not exclusive. AST SpaceMobile cautions readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. For information identifying important factors
that could cause actual results to differ materially from those
anticipated in the forward-looking statements, please refer to the
Risk Factors in AST SpaceMobile’s Form 10-K filed with the SEC on
March 3, 2025 and Form 10-Q filed with the SEC on May 12, 2025. AST
SpaceMobile’s securities filings can be accessed on the EDGAR
section of the SEC’s website at www.sec.gov. Except as expressly
required by applicable securities law, AST SpaceMobile disclaims
any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise.
No assurance can be provided that the Transaction will be
consummated or that the related financings will be disbursed. The
Transaction and the disbursement of the related financings are
subject to a number of conditions, including the entry into
definitive documentation related to the financings and the
satisfaction of the closing conditions to be specified in such
definitive documentation. Even if the Transaction is consummated,
the benefits of the Transaction will be subject to integration,
technology and regulatory risks, as well as the risks to AST
SpaceMobile referenced in the preceding paragraph.
AST SpaceMobile intends to file publicly with the SEC, on Form
8-K within four business days following approval, a copy of the
Settlement Term Sheet. The description of the Settlement Term Sheet
contained in this press release is subject to the more complete
description that will be available in such Form 8-K and the exhibit
thereto.
AST SpaceMobile cautions that the foregoing list of factors is
not exclusive. AST SpaceMobile cautions readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. For information identifying important factors
that could cause actual results to differ materially from those
anticipated in the forward-looking statements, please refer to the
Risk Factors in AST SpaceMobile’s Form 10-K filed with the SEC on
March 3, 2025, and Form 10-Q filed with the SEC on May 12, 2025.
AST SpaceMobile’s securities filings can be accessed on the EDGAR
section of the SEC’s website at www.sec.gov. Except as expressly
required by applicable securities law, AST SpaceMobile disclaims
any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250613700432/en/
Investor Contact: Scott Wisniewski
investors@ast-science.com Media Contact: Allison Eva Murphy
Ryan 917-547-7289 AstSpaceMobile@allisonpr.com
AST SpaceMobile (NASDAQ:ASTS)
Historical Stock Chart
From Jun 2025 to Jul 2025
AST SpaceMobile (NASDAQ:ASTS)
Historical Stock Chart
From Jul 2024 to Jul 2025