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| GSAT > SEC Filings for GSAT > Form 8-K on 25-Jun-2009 | All Recent SEC Filings |
25-Jun-2009
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securiti
Upon the recommendation of a special committee consisting solely of the Company's independent directors and approval by its Board of Directors, Globalstar, Inc. ("Globalstar" or the "Company") entered into several agreements with its principal stockholder Thermo Funding Company LLC ("Thermo") intended to satisfy certain of the conditions precedent to the draw of any loans under its Facility Agreement with BNP Paribas, as Security Agent and COFACE Agent, and others dated June 5, 2009 (the "Facility Agreement").
Conversion Agreement
On June 19, 2009, Globalstar and Thermo entered into a Conversion Agreement whereby Thermo agreed to exchange all of the outstanding secured debt owed to it by the Company under the Second Amended and Restated Credit Agreement dated as of December 17, 2007, as amended, for one share of Series A Convertible Preferred Stock. The exchange of the debt will be void if the initial funding under the Facility Agreement does not occur by June 30, 2009. The material terms of the Series A Convertible Preferred Stock are described in Item 5.03 to this Current Report on Form 8-K and are incorporated herein by reference.
Contingent Equity Agreement
On June 19, 2009, Globalstar and Thermo entered into a Contingent Equity Agreement whereby Thermo agreed to deposit $60 million into a contingent equity account to fulfill a condition precedent for borrowing under the Facility Agreement. Under the terms of the Facility Agreement, Globalstar will be required to make drawings from this account if and to the extent it fails to meet certain minimum liquidity requirements. The contingent equity account is pledged to secure Globalstar's obligations under the Facility Agreement. If Globalstar makes any drawings from the contingent equity account, Thermo will receive an equivalent number of shares of Globalstar common stock calculated using a price per share equal to 80% of the volume-weighted average closing price of the common stock for the 15 trading days immediately preceding the draw. Any undrawn amounts will be returned to Thermo after Globalstar has made the second scheduled repayment under the Facility Agreement, which is currently expected to be not later than June 15, 2012. In addition, Thermo will receive an availability fee of 10% per year for maintaining funds in the contingent equity account. This fee is payable solely in warrants to purchase common stock at $0.01 per share, with respect to a number of shares equal to the available balance in the contingent equity account divided by $1.37, subject to adjustment and true-up at each anniversary of the date of the agreement.
General Limitations
Thermo is not permitted to convert the preferred stock into common stock or exercise any warrants until such issuances are approved by the holders of a majority of the Company's common stock in accordance with Nasdaq Listing Rules. In addition, no common stock is issuable upon such conversion or exercise if such issuance would cause Thermo and its affiliates to own more than 70% of the outstanding voting stock of the Company. If the Company's Board of Directors and stockholders approve the creation of a class of nonvoting common stock in the future, such nonvoting common stock may be issued in lieu of common stock to the extent issuing common stock would cause Thermo and its affiliates to exceed this 70% ownership level.
The information in Item 1.01 to this Current Report on Form 10-K regarding the
issuance of Series A Convertible Preferred Stock pursuant to the Conversion
Agreement and the agreement to issue warrants and common stock under certain
conditions pursuant to the Contingent Equity Agreement is incorporated by
reference herein. The issuances are exempt from registration under
Section 4(2) of the Securities Act of 1933 as a transaction with one investor
not involving a public offering.
(a)
On June 19, 2009, Globalstar filed a Certificate of Designation for Series A Convertible Preferred Stock ("Series A Preferred") designating one share of preferred stock as Series A Preferred, which was issued to Thermo Funding in connection with the Conversion Agreement described in Item 1.01. The Series A Preferred has a $0.01 liquidation preference, but does not have any dividend preference to the existing common stock, and, subject to the limitations described in Item 1.01 above, is convertible into 126,174,034 shares of common stock or any class of nonvoting common stock which the Company may be authorized to issue in the future.
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