8-KRegulation FD

Globalstar, Inc. 8-K Report, Regulation FD Disclosure (Dec 23, 2014)

Filed December 23, 2014For Securities:GSAT

Summary

Globalstar, Inc. (GSAT) announced a privately negotiated transaction where Thermo Investments II, LLC (“TI”) acquired 12,371,136 shares of Globalstar common stock from Thermo Funding II, LLC (“TF”) for $2.82 per share. This transaction was undertaken by TF for tax planning purposes related to gains recognized from the acquisition of tw telecom inc. by Level 3 Communications, Inc. Following this, TF and its affiliates retain a significant stake in Globalstar, holding approximately 770,000,000 shares on a fully diluted basis. The shares acquired by TI are restricted securities, and their resale will be registered via a Form S-3 filing, with no associated costs for Globalstar. Importantly, neither TF nor TI currently plan to dispose of their remaining shares, and this transaction does not affect Globalstar's status as a controlled company under NYSE MKT rules.

Key Highlights

  • 1Thermo Investments II, LLC (TI) acquired 12,371,136 Globalstar shares from Thermo Funding II, LLC (TF) at $2.82 per share.
  • 2The transaction was for tax planning purposes by TF related to its investment in tw telecom inc.
  • 3TF and its affiliates retain a substantial holding of approximately 770,000,000 Globalstar shares (fully diluted basis).
  • 4The acquired shares are restricted securities, requiring registration for resale via a Form S-3 filing at no cost to Globalstar.
  • 5Neither TF nor TI have current plans to dispose of their respective shareholdings.
  • 6The transaction does not alter Globalstar's status as a controlled company under NYSE MKT regulations.

Frequently Asked Questions

Globalstar announced that Thermo Investments II, LLC (TI) purchased 12,371,136 shares of Globalstar common stock from Thermo Funding II, LLC (TF) in a private, negotiated sale. The transaction was primarily for tax planning purposes by TF.

Restricted securities are subject to limitations on resale under federal securities laws. TI will need to register these shares using a Form S-3 filing before they can be sold publicly. Globalstar will incur no expenses related to this registration.

No, the transaction involved the transfer of a portion of shares to an affiliate (TI). Thermo Funding II, LLC and its affiliates will continue to hold a significant amount of Globalstar shares, approximately 770,000,000 on a fully diluted basis, and they have no current plans to dispose of their remaining shares.

The filing explicitly states that this transaction does not impact Globalstar's status as a controlled company under NYSE MKT rules, indicating that the controlling interest remains with the Thermo entities.