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| SKYT.OB > SEC Filings for SKYT.OB > Form 8-K on 7-Jan-2009 | All Recent SEC Filings |
7-Jan-2009
Entry into a Material Definitive Agreement, Creation of a Direct Fina
On January 7, 2009, SkyTerra Communications, Inc. ("SkyTerra" or the "Company"), SkyTerra LP (formerly named Mobile Satellite Ventures LP) and SkyTerra Finance Co. (formerly named MSV Finance Co.) ("SkyTerra Finance"), completed the first of the four previously announced issuances of SkyTerra LP's 18% Senior Notes due 2013 (the "Notes"), in $150.0 million aggregate principal amount, and warrants (the "Warrants") to purchase up to 7,500,000 shares of either the Company's voting common stock, par value $0.01 per share, or non-voting, par value $0.01 per share ("Common Stock"), at an initial exercise price of $0.01 per share. The Notes and the Warrants were sold pursuant to a Securities Purchase Agreement (the "Securities Purchase Agreement") by and among the Company, SkyTerra LP, SkyTerra Finance, Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Special Situations Fund, LP (together, "Harbinger"), dated July 24, 2008, as amended on January 7, 2009 by Amendment No. 1 (the "Amendment") to the Securities Purchase Agreement. The Securities Purchase Agreement was filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 25, 2008 and the Amendment was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 7, 2009, and are both incorporated herein by reference.
SkyTerra LP and SkyTerra Finance also entered into an Indenture (the "Indenture"), dated January 7, 2009, with the Guarantors named therein and The Bank of New York Mellon, as Trustee, a form of which was filed as Exhibit 10.4 to the Company's Current Report on Form 8-K filed on July 25, 2008, pursuant to which the Notes were issued. The terms of the Indenture are described in the Company's Current Report on Form 8-K filed with the SEC on July 25, 2008, as modified by the Amendment.
SkyTerra LP and the Company intend to use the net proceeds from the sale of the Notes for working capital and general corporate purposes.
For a description of the terms of the Notes, see the Company's Current Report on Form 8-K filed with the SEC on July 25, 2008, and the Amendment filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 7, 2009.
As described in Item 1.01 above, pursuant to the terms of the Securities Purchase Agreement, as amended pursuant to the Amendment, the Company issued to Harbinger on January 7, 2009, Warrants to purchase up to 7,500,000 of the Company's Common Stock. A form of the Warrants was filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on July 25, 2008.
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