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):
March 5, 2010
TERRESTAR
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33546
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93-0976127
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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12010
Sunset Hills Road
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Reston,
VA
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20190
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(Address
of Principal
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(Zip
Code)
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Executive
Offices)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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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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Item 8.01. Other
Events.
On March
5, 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
”)
extended their offers 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 (“
Series E
Preferred
”) 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 extended 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
Supplement
”).
In
connection with the Exchange Offers, the Company, Holdings and TSN, as
applicable, extended their solicitation (the “
Solicitation
,”
and together with the Exchange Offers, 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 (the “
6.5% Notes
Amendments
”) 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, which were scheduled to expire at 5:00 p.m.,
New York City time, on Friday, March 5, 2010, have been extended until 5:00
p.m., New York City time, on Friday, April 2, 2010. The Exchange
Offers and Solicitation are being extended in order to provide additional time
to satisfy various conditions to closing, including to obtain the
necessary consents. According to Epiq Financial Balloting Group
(the “
Exchange and
Information Agent
”), as of March 5, 2010, approximately $22,492,279
aggregate principal amount of the 6.5% Notes have consented to the 6.5%
Notes Amendments and the Noteholders’ Amendments and approximately 155,000
shares of Series B Preferred have been validly tendered and not
withdrawn. According to the Exchange and Information Agent, as of
March 5, 2010, no shares of the Series A Preferred or the Series E Preferred
have been validly tendered.
The
Exchange Offers and Solicitation are 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, and March 8, 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 must be satisfied or waived
prior to the expiration of the Exchange Offers and
Solicitation. Except for the amendment to extend the expiration of
the Exchange Offers and Solicitation, the material terms of the Exchange Offers
and Solicitation remain the same and the Offering Memorandum and the related
Letter of Consent and Letter of Transmittal remain in full force and
effect. Security holders who have previously validly tendered securities
or submitted consents, as applicable, do not need to re-tender their securities
or resubmit their consents or take any other action in response to this
amendment.
In
connection with the Exchange Offers and Solicitation, the Companies have
retained Jefferies & Company, Inc. to serve as Financial Advisor
and Dealer Manager for the Exchange Offers and Solicitations.
Additionally, Epiq Systems, Inc. (Financial Balloting Group) has been
retained to serve as the Exchange and Information Agent for the
Exchange Offers and Solicitation.
Questions
regarding the terms of the Exchange Offers and Solicitation should be directed
to the Exchange and Information Agent at:
757 Third
Avenue, 3rd Floor
New York,
New York 10017
Attention:
TerreStar
(646)
282-1800 (Telephone), (646) 282-1804 (Fax)
This Form
8-K is not an offer to purchase or a solicitation of acceptance of the Exchange
Offers and Solicitation. The Companies may, subject to applicable
law, amend, further extend or terminate the Exchange Offers and
Solicitation.
Forward
Looking Statements
This Form
8-K may contain forward-looking statements, with respect to the strategy of
TerreStar Corporation,
its plans, and the transactions described in this Form 8-K. Such
statements generally include words such as could, can, anticipate, believe,
expect, seek, pursue, proposed, potential and similar words and terms in
connection with future results. We cannot guarantee that any of such
forward-looking statements will be realized.
Our
forward-looking statements are based on information available to us today, and
we assume no obligation to update or supplement such forward-looking statements
unless required by law. Our actual results may differ significantly
from any results discussed.
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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TERRESTAR
CORPORATION
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By:
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/s/ Douglas
Brandon
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Douglas
Brandon
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General
Counsel & Secretary
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Date:
March 8, 2010
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