NEW
YORK, May 14, 2024 /CNW/ - On May 14, 2024, MHR Fund Management LLC
("Fund Management") filed an early warning report in
accordance with Section 5.2(2)(b) of National Instrument 62-104 –
Take-Over Bids and Issuer Bids (the "Early Warning
Report") to amend its existing early warning report for
the Fund Management's investment in Telesat Corporation
("Telesat"), including through its interest in Telesat
Partnership LP (the "Partnership"). The report was filed in
conjunction with Fund Management's Schedule 13D filing with the
U.S. Securities and Exchange Commission as of the date hereof, a
copy of which is available on EDGAR at www.sec.gov.
The Early Warning Report updates information disclosed in a
previous early warning report filed by the Acquiror (as defined
herein) on November 22, 2021 (the
"2021 Report").
Item 1 - Security and Reporting Issuer
1.1 State the designation of securities
to which this report relates and the name and address of the head
office of the issuer of the securities.
This report relates to Class B units ("Class
B Units") of Telesat Partnership LP (the "Partnership")
and Class B variable voting shares ("Class B Shares") of
Telesat Corporation (the "Company"). The head office of each
of the Partnership and the Company is located at:
160 Elgin
Street
Ottawa, Ontario K2P 2P7,
Canada
1.2 State the name of the market in
which the transaction or other occurrence that triggered the
requirement to file this report took place.
Not applicable.
Item 2 - Identity of the Acquiror
2.1 State the name and address of the
acquiror.
MHR Fund Management LLC (the
"Acquiror")
1345 Avenue of the Americas, 42nd Floor
New York, New York 10105,
USA
The Acquiror is a Delaware limited liability company.
2.2 State the date of the transaction
or other occurrence that triggered the requirement to file this
report and briefly describe the transaction or other
occurrence.
This report is being filed in accordance with
Section 5.2(2)(b) of National Instrument 62-104 – Take-Over Bids
and Issuer Bids to update previous disclosure made in
response to Item 5 of the 2021 Report to reflect a subsequent
change to the stated purpose of the Acquiror's investment
intentions as further described in this report in Item 5.
This report is being filed in conjunction with
the Acquiror's Schedule 13D filing with the U.S. Securities and
Exchange Commission as of the date hereof (the "Schedule
13D"), a copy of which will be available on EDGAR at
www.sec.gov.
2.3 State the names of any joint
actors.
The Acquiror is an affiliate of and has an
investment management agreement with MHR Capital Partners Master
Account LP, MHR Capital Partners (100) LP, MHRM LP, MHRA LP, MHR
Institutional Partners LP, MHR Institutional Partners II LP, MHR
Institutional Partners IIA LP and MHR Institutional Partners III LP
(collectively, the "MHR Funds"). MHR Holdings LLC ("MHR
Holdings") is the managing member of the Acquiror. MHR Advisors
LLC ("Advisors") is the general partner of each of MHR
Capital Partners Master Account LP and MHR Capital Partners (100)
LP. MHR Institutional Advisors II LLC ("Institutional Advisors
II") is the general partner of each of MHR Institutional
Partners II LP and MHR Institutional Partners IIA LP. MHR
Institutional Advisors III LLC ("Institutional Advisors
III") is the general partner of Institutional Partners III LP.
MHRC LLC ("MHRC") is the managing member of the Advisors.
MHRC II LLC ("MHRC II") is the managing member of
Institutional Advisors II. Mark H.
Rachesky, M.D. ("Dr. Rachesky") is the managing
member of MHR Holdings, MHRC, MHRC II and Institutional Advisors
III. As a result, each of Dr. Rachesky, the Acquiror, MHR Holdings,
the MHR Funds, Advisors, Institutional Advisors II, Institutional
Advisors III, MHRC and MHRC II (collectively, the "Reporting
Persons") may be considered to be joint actors in connection
with the disclosure set out herein.
Item 3 - Interest in Securities of the Reporting
Issuer
3.1 State the designation and number or
principal amount of securities acquired or disposed of that
triggered the requirement to file this report and the change in the
acquiror's securityholding percentage in the class of
securities.
Not applicable.
3.2 State whether the acquiror acquired
or disposed ownership of, or acquired or ceased to have control
over, the securities that triggered the requirement to file this
report.
Not applicable.
3.3 If the transaction involved a
securities lending arrangement, state that fact.
Not applicable.
3.4 State the designation and number or
principal amount of securities and the acquiror's securityholding
percentage in the class of securities, immediately before and after
the transaction or other occurrence that triggered the requirement
to file this report.
See Item 3.5(a).
3.5 State the designation and number or
principal amount of securities and the acquiror's securityholding
percentage in the class of securities referred to in Item 3.4 over
which
(a) the acquiror, either alone or
together with any joint actors, has ownership and control,
The Acquiror beneficially owns, through the MHR
Funds,18,035,092 Class B Units, representing approximately 98.4% of
the outstanding Class B Units. In addition, Dr. Rachesky owns
15,000 Class B Units, representing approximately 0.08% of the
outstanding Class B Units, and 46,136 Class B Shares, representing
approximately 0.4% of the outstanding Class B Shares.
Collectively, the Acquiror, through the MHR
Funds, and Dr. Rachesky beneficially own, or exercise control or
direction over, an aggregate 18,050,092 Class B Units and 46,136
Class B Shares, representing approximately 36.2% of the issued and
outstanding shares in the capital of the Company on a fully
exchanged and converted basis.
In addition, Dr. Rachesky owns 26,139 deferred
share units which, upon vesting, entitle Dr. Rachesky to an equal
number of Class A common shares in the capital of the Company,
Class B Shares and/or cash.
(b) the acquiror, either alone or
together with any joint actors, has ownership but control is held
by persons or companies other than the acquiror or any joint actor,
and
Not applicable.
(c) the acquiror, either alone or
together with any joint actors, has exclusive or shared control but
does not have ownership.
Not applicable.
3.6 If the acquiror or any of its joint
actors has an interest in, or right or obligation associated with,
a related financial instrument involving a security of the class of
securities in respect of which disclosure is required under this
item, describe the material terms of the related financial
instrument and its impact on the acquiror's
securityholdings.
Not applicable.
3.7 If the acquiror or any of its joint
actors is a party to a securities lending arrangement involving a
security of the class of securities in respect of which disclosure
is required under this item, describe the material terms of the
arrangement including the duration of the arrangement, the number
or principal amount of securities involved and any right to recall
the securities or identical securities that have been transferred
or lent under the arrangement.
State if the securities lending arrangement
is subject to the exception provided in section 5.7 of NI
62-104.
Not applicable.
3.8 If the acquiror or any of its joint
actors is a party to an agreement, arrangement or understanding
that has the effect of altering, directly or indirectly, the
acquiror's economic exposure to the security of the class of
securities to which this report relates, describe the material
terms of the agreement, arrangement or understanding.
See Item 3.5.
Item 4 - Consideration Paid
4.1 State the value, in Canadian
dollars, of any consideration paid or received per security and in
total.
Not applicable.
4.2 In the case of a transaction or
other occurrence that did not take place on a stock exchange or
other market that represents a published market for the securities,
including an issuance from treasury, disclose the nature and value,
in Canadian dollars, of the consideration paid or received by the
acquiror.
Not applicable.
4.3 If the securities were acquired or
disposed of other than by purchase or sale, describe the method of
acquisition or disposition.
Not applicable.
Item 5 - Purpose of the Transaction
State the purpose or purposes of the acquiror
and any joint actors for the acquisition or disposition of
securities of the reporting issuer. Describe any plans or future
intentions which the acquiror and any joint actors may have which
relate to or would result in any of the following:
(a) the acquisition of additional
securities of the reporting issuer, or the disposition of
securities of the reporting issuer;
(b) a corporate transaction, such as a
merger, reorganization or liquidation, involving the reporting
issuer or any of its subsidiaries;
(c) a sale or transfer of a material
amount of the assets of the reporting issuer or any of its
subsidiaries;
(d) a change in the board of directors
or management of the reporting issuer, including any plans or
intentions to change the number or term of directors or to fill any
existing vacancy on the board;
(e) a material change in the present
capitalization or dividend policy of the reporting issuer;
(f) a material change in the reporting
issuer's business or corporate structure;
(g) a change in the reporting issuer's
charter, bylaws or similar instruments or another action which
might impede the acquisition of control of the reporting issuer by
any person or company;
(h) a class of securities of the
reporting issuer being delisted from, or ceasing to be authorized
to be quoted on, a marketplace;
(i) the issuer ceasing to be a
reporting issuer in any jurisdiction of Canada;
(j) a solicitation of proxies from
securityholders;
(k) an action similar to any of those
enumerated above.
All of the Class B Units and Class B Shares
reflected in this report were acquired for investment purposes. The
Reporting Persons intend to review their holdings in the Company on
a continuing basis and as part of this ongoing review, evaluate
various alternatives that are or may become available with respect
to the Company and its securities. The Reporting Persons may from
time to time and at any time (in accordance with any trading policy
of the Company or its subsidiaries and affiliates that may then be
applicable to the Reporting Persons) in their sole discretion
acquire, or cause to be acquired, additional equity or debt
securities or other instruments of the Company or its subsidiaries
or affiliates, or dispose, or cause to be disposed, such equity or
debt securities or instruments, in any amount that the Reporting
Persons may determine in their sole discretion, through public or
private transactions or otherwise.
In addition to the foregoing, certain of the
Reporting Persons are pursuing various alternatives with respect to
the Company's securities in order to create liquidity opportunities
for limited partners of certain of the Reporting Persons. Among the
alternatives being pursued, such Reporting Persons are considering
forming a continuation vehicle or other special purpose vehicle
that would continue to be controlled by certain of the Reporting
Persons that would enable existing limited partners to achieve
liquidity or continue their indirect investment in the Company,
making an in-kind distribution to certain limited partners of
certain of such Reporting Persons, or effecting a public or private
transaction. The timing, and whether and how these alternatives can
be effected, will depend on transaction and market terms and
conditions, as well as legal, regulatory and other factors.
The Reporting Persons reserve the right to and
may, from time to time and at any time, in their sole discretion,
formulate and implement other purposes, plans or proposals
regarding the Company or any of its subsidiaries or affiliates or
any of their equity or debt securities as the Reporting Persons may
deem advisable in their sole discretion. The information set forth
in this Item 5 is subject to change from time to time and at any
time, and there can be no assurances that any of the Reporting
Persons will or will not take, or cause to be taken, any of the
actions describe above or any similar actions.
Item 6 - Agreements, Arrangements, Commitments or
Understandings With Respect to Securities of the Reporting
Issuer
Describe the material terms of any
agreements, arrangements, commitments or understandings between the
acquiror and a joint actor and among those persons and any person
with respect to securities of the class of securities to which this
report relates, including but not limited to the transfer or the
voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies. Include
such information for any of the securities that are pledged or
otherwise subject to a contingency, the occurrence of which would
give another person voting power or investment power over such
securities, except that disclosure of standard default and similar
provisions contained in loan agreements need not be
included.
See Item 6 of the 2021 Report for a summary of
the material terms with respect to the Telesat Partnership
Agreement, the Investor Rights Agreement, the Registration Rights
Agreement and the Voting Support Agreement, each as defined and
further described in the 2021 Report.
Item 7 - Change in Material Fact
If applicable, describe any change in a
material fact set out in a previous report filed by the acquiror
under the early warning requirements or Part 4 in respect of the
reporting issuer's securities.
See Item 2.2.
Item 8 - Exemption
If the acquiror relies on an exemption from
requirements in securities legislation applicable to formal bids
for the transaction, state the exemption being relied on and
describe the facts supporting that reliance.
Not applicable.
For further information and to obtain a copy of the early
warning report filed by MHR under applicable Canadian securities
laws in connection with the acquisitions, please see Telesat's
issuer profile on the System for Electronic Document Analysis and
Retrieval + at www.sedarplus.ca or please contact Charles
Zehren at (212) 843-8590 or czehren@rubenstein.com.
SOURCE MHR Fund Management LLC