SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Tender
Offer Statement under Section
14(d)(1)
or 13(e)(1) of the Securities Exchange Act of 1934
TerreStar
Corporation
and
TerreStar
Holdings Inc.
(Name of
Subject Company (Issuer))
Series
A Cumulative Convertible Preferred Stock of TerreStar Corporation, Par Value
$0.01 Per Share
Series
B Cumulative Convertible Preferred Stock of TerreStar Corporation, Par Value
$0.01 Per Share
Series
E Junior Participating Preferred Stock of TerreStar Corporation, Par Value $0.01
Per Share
6.5%
Senior Exchangeable PIK Notes due 2014 of TerreStar Networks
Inc.
(Title of
Class of Securities)
881451207
Series A Cumulative Convertible
Preferred Stock of TerreStar Corporation
881451306
Series B Cumulative Convertible Preferred Stock of TerreStar
Corporation
(CUSIP
Number of Class of Securities)
Douglas
Brandon
General
Counsel and Secretary
12010
Sunset Hills Road
6th
Floor
Reston,
Virginia 20190
(703)
483- 7800
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of Filing Persons)
COPIES
TO:
Bruce
Mendelsohn, Esq.
Akin
Gump Strauss Hauer & Feld LLP
One
Bryant Park
New
York, New York 10036
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
$586,375,681
|
$32,719.76
|
* Calculated
solely for purposes of determining the amount of the filing fee. Pursuant to
Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the
Transaction Valuation was calculated assuming that all outstanding shares of the
Series A Cumulative Convertible Preferred Stock of TerreStar Corporation, Series
B Cumulative Convertible Preferred Stock of TerreStar Corporation, Series E
Junior Participating Preferred Stock of TerreStar Corporation, each with par
value $0.01 per share, are being exchanged per the exchange offer for the Series
F Preferred Stock of TerreStar Holdings Inc. and the Series G Junior Preferred
Stock of TerreStar Holdings Inc. and that the 6.5% Senior Exchangeable PIK Notes
due 2014 are being amended.
** The
amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the
Securities Exchange Act of 1934, as amended, and Fee Advisory #5 for Fiscal Year
2009 issued by the Securities and Exchange Commission, equals $55.80 per million
of the value of the transaction.
|
|
o
|
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its
filing.
|
|
Amount
Previously Paid: N/A
|
Filing
Party: N/A
|
|
Form
or Registration No.: N/A
|
Date
Filed: N/A
|
o
Check the box if
the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
o
third-party
tender offer subject to Rule 14d-1.
x
issuer tender
offer subject to Rule 13e-4.
o
going-private
transaction subject to Rule 13e-3.
o
amendment to
Schedule 13D under Rule 13d-2.
Check the
following box if the filing is a final amendment reporting the results of the
tender offer:
o
TABLE OF CONTENTS
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TerreStar
Corporation, a Delaware corporation (“TSC”) and TerreStar Holdings Inc., a
Delaware corporation and a direct wholly-owned subsidiary of TSC (“Holdings” and
together with TSC and TSN (as defined below) the “Companies”) are offering to
exchange (each, an “Exchange Offer” and collectively, the “Exchange Offers”) (i)
all outstanding shares of Series A Cumulative Convertible Preferred Stock of TSC
(“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 TSC (“Series B Preferred,” and
together with the Series A Preferred, the “Series A&B Preferred”) for
318,500 shares of Sub Series F Preferred and (iii) all outstanding shares of
Series E Junior Participating Preferred Stock of TSC (“Series E Preferred”) for
up to 300,000 shares of Series G Preferred Stock of Holdings (“Sub Series G
Preferred”). Additionally, TerreStar Networks Inc., a Delaware
corporation and an indirect majority-owned subsidiary of TSC (“TSN”), and
TSC propose to amend all outstanding $167.0 million (as of September 30, 2009)
aggregate principal amount of 6.5% Senior Exchangeable PIK Notes due 2014 (“6.5%
Notes”) in the form of a supplemental indenture (the “6.5% Notes Supplement”) to
the indenture governing the 6.5% Notes (the “6.5% Notes Indenture”) upon the
receipt of certain requisite consents. In connection with the
Exchange Offers, Holdings will issue 150,000 shares of Sub Series G Preferred to
each of EchoStar Corporation and Harbinger Capital Management, for a total
additional issuance of 300,000 shares of Sub Series G Preferred, in exchange for
their waiver of certain
Fundamental
Corporate Transaction Approval Rights, as set forth in the applicable
certificates of designations in respect of the Exchange Offers,
as
holders of TSC’s Series C Preferred Stock (
“Series C
Preferred”)
and TSC’s Series D Preferred Stock
(“Series
D Preferred,” and, together with the Series C Preferred, the “Series C & D
Preferred”)
and holders of TSN’s Series A Preferred Stock
(“TSN
Series A Preferred”)
and TSN’s Series B Preferred Stock
(“TSN
Series B Preferred,” and together with the TSN Series A Preferred, the “TSN
Series A & B Preferred,”
and their consents under certain other
agreements and arrangements.
The
Series C & D Preferred and TSN Series A & B Preferred are not part of
the Exchange Offers, nor are any of the Companies making an offer to
exchange the Series C & D Preferred and TSN Series A & B Preferred
outside of the Exchange Offers.
In
connection with the Exchange Offers, TSC is hereby soliciting consents for
certain proposed amendments to the certificate of designations of the Series B
Preferred, which certificate governs the terms of the Series B Preferred,
additionally, in connection with the 6.5% Notes Supplement, TSC and TSN are
hereby soliciting for the approval of certain amendments to the 6.5% Notes
Indenture from the holders of the 6.5% Notes and TSC, TSN and Holdings are
soliciting consents for the approval of the Exchange Offers and Solicitation
from certain holders of the 6.5% Notes (the “Solicitation,” and, together with
the Exchange Offers, the “Exchange Offers and Solicitation”).
The
Exchange Offers and Solicitation are made on the terms and subject to the
conditions contained in the Offering Memorandum (“Offering Memorandum”), dated
November 16, 2009, the related Letter of Transmittal (“Letter of Transmittal”)
and the related Letter of Consent (“Letter of Consent”), which are set forth as
exhibits (a)(1), (a)(2) and (a)(3) hereto, respectively.
All
information contained in the Offering Memorandum, Letter of Transmittal and
Letter of Consent, and any amendments or any other supplements thereto relating
to the Exchange Offers and Solicitation, are hereby expressly incorporated
herein by reference in response to all items in this Schedule TO, and as more
precisely set forth below.
Item
1.
Summary T
erm
Sheet.
The
information set forth under the headings “Summary” and
“Questions
and Answers About the Exchange Offers and Solicitation”
of the Offering
Memorandum is incorporated herein by reference.
Item 2
.
Subject Com
pan
y
Information.
(a)
Name and Address
. The names
of the subject companies and issuers are TerreStar Corporation and TerreStar
Holdings Inc. The address of the principal executive offices of the
subject companies and issuers is: 12010 Sunset Hills Road, Reston, VA 20190. The
telephone number of the principal executive offices of the subject companies and
issuers is (703) 483-7800.
(b)
Securities
. Series A
Cumulative Convertible Preferred Stock of TSC 90,000 shares issued and
outstanding at September 30, 2009; Series B Cumulative Convertible
Preferred Stock of TSC 318,500 shares issued and outstanding at
September 30, 2009, Series E Junior Participating Preferred Stock of TSC
1,200,000 shares issued and outstanding at September 30, 2009
and all
outstanding $167.0 million (as of September 30, 2009) aggregate principal amount
of 6.5% Senior Exchangeable PIK Notes due 2014
.
(c)
Trading Market and Price
.
There is no established trading market for the Securities.
Item 3.
Ide
nti
ty and
Background of Filing Person.
(a)
Name and Address.
TSC and
Holdings are the filing persons. The information set forth in Item
2(a) above is incorporated herein by reference.
Item 4.
Terms of the Tra
nsa
ction.
(a)
Material Terms
. The
following sections of the Offering Memorandum contain information regarding the
material terms of the transaction and are incorporated herein by
reference.
Pages
i-iii; “Important Information;” “Summary;” “Questions and Answers About The
Exchange Offers and Solicitation;” “Capitalization;” “Risk Factors;” “The
Exchange Offers and Solicitation;” “Description of Exchange Securities, 6.5%
Notes and Amendments to 6.5% Notes;” “Notice to Investors; Transfer
Restrictions;” “Certain United States Federal Income Tax Consequences;” “Exhibit
A;” “Exhibit B;” “Exhibit C;” “Exhibit D;” and “Exhibit E.”
(b)
Purchases
. The
information set forth on pages i, ii and iii and in the sections entitled
“Summary” and “The Exchange Offers and Solicitation” of the Offering Memorandum
is incorporated herein by reference.
Item 5.
Past Con
tac
ts,
Transactions, Negotiations and Agreements.
(e)
Agreements involving the subject
company's securities
. The information set forth in the Offering
Memorandum on page ii and in the sections entitled “Where You Can Find More
Information,” “Incorporation of Documents by Reference” and in (d)(1)-(d)(9) of
the Exhibit Index herein are incorporated herein by reference.
Item 6.
Purp
ose
s of the
Transaction and Plans or Proposals.
(a)
Purposes
; (b)
Use of Securities Acquired
;
(c) and
Plans
. The
information contained in the following sections of the Offering Memorandum
regarding (i) the
purposes of
the transaction
; (ii) the
use of securities acquired in the
transaction
; and (iii)
plans
, is incorporated herein
by reference:
Pages
i-iii; “Summary;”
“Questions
and Answers About the Exchange Offers and Solicitation;”
“The Exchange
Offers and Solicitation;” and “Description of Exchange Securities.”
Item
7. Source and Am
oun
t of Funds and Other
Consideration.
(a)
“Source of Funds” and
(b)
“Conditions”
The information set forth in the Offering Memorandum in the sections entitled
“Summary;”
“Questions
and Answers About the Exchange Offers and Solicitation;”
and “Description
of Exchange Securities” are incorporated herein by reference.
(d)
Borrowed
Funds.
Not Applicable.
Item 8.
Int
ere
st in
Securities of the Subject Company.
(a)
Securities Ownership.
Not
Applicable.
(b)
Securities Transactions.
Not
Applicable.
Item 9.
P
ersons/A
sse
ts
Retained, Employed, Compensated or Used.
(a)
Solicitations or
Recommendations.
The information set forth on the cover page of
the Offering Memorandum and the information in the section entitled
“Important Information” are incorporated herein by reference.
Item 10.
Finan
cia
l
Statements.
(a)
Financial Information.
The
information set forth in the Offering Memorandum in the sections entitled
“Summary Financial Information” and “Capitalization” is incorporated herein by
reference. The information set forth in TSC’s audited financial
statements for the fiscal years ended December 31, 2007 and December 31, 2008 is
incorporated herein by reference to TSC’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2008. The unaudited financial statements included
in TSC’s Form 10-Q for the quarter ended September 30, 2009, is incorporated
herein by reference.
(b)
Pro Forma Information
. The
information set forth in the Offering Memorandum in the section entitled
“Capitalization” is incorporated herein by reference.
Item 11.
Addit
ion
al
Information.
(a)
Agreements, Regulatory Requirements
and Legal Proceedings
. The information set forth in the
Offering Memorandum in the sections entitled “Summary” and “Legal Proceedings”
is incorporated herein by reference.
(b)
Other Material Information
.
The information set forth in a(1)-a(6) of the Exhibit Index herein
,
including the Offering Memorandum, the accompanying Letter of Transmittal and
Letter of Consent,
is incorporated herein by reference.
Item
12
.
Ex
hib
its
.
The
Exhibit Index attached hereto is incorporated by reference.
Item
13.
Info
rmation Required by Schedule 13E-3.
Not
Applicable.
SIGN
ATU
RE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
TERRESTAR
CORPORATION
TERRESTAR
HOLDINGS INC.
By:
/s/ Douglas
Brandon
Name:
Douglas Brandon
Title:
General Counsel and
Secretary
Dated:
November 16, 2009
EXH
IBI
T INDEX
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(a)(1)
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Offering
Memorandum, dated November 16, 2009*
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(a)(2)
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Letter
of Transmittal*
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(a)(3)
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Letter
of Consent*
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(a)(4)
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Notice
of Guaranteed Delivery*
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(a)(5)
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Notice
to Preferred Stockholders*
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(a)(6)
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Notice
to Broker-Dealers*
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(b)
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Not
Applicable
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(c)
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Not
Applicable
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(d)(1)
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Certificate
of Designations of the Series A Cumulative Convertible Preferred Stock of
TerreStar Corporation, incorporated herein by reference from Exhibit 3.2
to Form 8-K filed August 3, 2005
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(d)(2)
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Certificate
of Designations of the Series B Cumulative Convertible Preferred Stock of
TerreStar Corporation, incorporated herein by reference from Exhibit 3.1
to Form 8-K filed October 31, 2005
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(d)(3)
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Certificate
of Designations of the Series E Junior Participating Preferred Stock,
Series C Preferred Stock and Series D Preferred Stock of TerreStar
Corporation, incorporated herein by reference from Exhibit 3.8 to Form 8-K
filed August 11, 2008
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(d)(4)
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Certificate
of Designations of the Series A Preferred Stock and Series B Preferred
Stock of TerreStar Networks Inc., incorporated herein by reference from
Exhibit (d)(4) to Schedule TO of TerreStar Corporation, filed October 9,
2009.
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(d)(5)
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Form
of the Certificate of Designations of the Series F Preferred Stock of
TerreStar Holdings Inc. (included as Exhibit A to Exhibit (a)(1) filed
herewith)
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(d)(6)
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Form
of the Certificate of Designations of the Series G Junior Preferred Stock
of TerreStar Holdings Inc. (included as Exhibit B to Exhibit (a)(1) filed
herewith)
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(d)(7)
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Form
of the Amended and Restated Certificate of Designations of the Series B
Cumulative Convertible Preferred Stock of TerreStar Corporation (included
as Exhibit C to Exhibit (a)(1) filed herewith)
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(d)(8)
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Form
of the Amended and Restated Certificate of Designations of the Series E
Junior Participating Preferred Stock of TerreStar Corporation (included as
Exhibit D to Exhibit (a)(1) filed herewith)
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(d)(9)
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Form
of the Supplemental Indenture to the 6.5% Senior Exchangeable PIK Notes
due 2014 (included as Exhibit E to Exhibit (a)(1) filed
herewith)
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(g)(h)
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Not
Applicable.
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*Filed
herewith
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8
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