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Globalstar, Inc. 8-K Report, Material Agreement (Jun 17, 2009)

Filed June 17, 2009For Securities:GSAT

Summary

Globalstar, Inc. has announced a significant financing event through a registered direct offering of up to $55 million in aggregate principal amount of 8.00% Convertible Senior Unsecured Notes and accompanying warrants. This offering is crucial as it serves as a condition precedent to closing a previously announced Facility Agreement with a syndicate of bank lenders. The proceeds are intended to strengthen the company's financial position and facilitate access to additional credit facilities. The notes are convertible into common stock at an initial price of $1.80 per share, subject to adjustments, and mature ten years after closing or six months after the bank facility matures. The warrants are exercisable for five years and include anti-dilution protection. A major shareholder, Thermo Funding Company LLC, has agreed to vote in favor of necessary stockholder approval for conversions exceeding certain limits. This offering is a key step in Globalstar's strategy to manage its debt and capital structure.

Key Highlights

  • 1Globalstar is conducting a registered direct offering to raise up to $55 million by issuing 8.00% Convertible Senior Unsecured Notes and warrants.
  • 2The offering's closing is a condition for finalizing a separate Facility Agreement with a syndicate of bank lenders, indicating a crucial linkage between these financing activities.
  • 3The Notes are senior unsecured debt, ranking pari passu with existing 5.75% convertible notes and junior to the bank facility loans.
  • 4Notes mature at the later of ten years post-closing or six months after the bank facility's maturity date.
  • 5Interest on the Notes is payable in-kind or in common stock semi-annually.
  • 6Thermo Funding Company LLC, holding approximately 53% of outstanding stock, has agreed via a Voting Agreement to support necessary stockholder approvals for note conversions.
  • 7The offering includes warrants exercisable for five years with full ratchet anti-dilution protection and a potential exercise price reset.

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