8-KSecurities & Listing

Globalstar, Inc. 8-K Report, Unregistered Securities Sale (Jun 25, 2015)

Filed June 25, 2015For Securities:GSAT

Summary

Globalstar, Inc. (GSAT) filed an 8-K on June 25, 2015, detailing two significant unregistered sales of equity securities. The company finalized its Common Stock Purchase Agreement with Terrapin Opportunity, L.P. by selling the remaining $14 million worth of common stock, totaling 6,562,398 shares. This transaction concludes the equity purchase agreement with Terrapin initiated in December 2012, which had a potential of up to $30.0 million. Additionally, Globalstar issued 7,382,356 shares of its voting common stock to Hughes as a pre-payment of approximately $15.5 million for outstanding contract milestones. This issuance was an option exercised by Hughes to receive stock at a 7% discount instead of cash, as disclosed in their prior quarterly report. Both issuances are deemed exempt from registration under Section 4(a)(2) of the Securities Act, with the shares being registered for resale.

Key Highlights

  • 1Globalstar completed its $30.0 million Common Stock Purchase Agreement with Terrapin Opportunity, L.P. by selling the final $14 million in shares.
  • 2A total of 6,562,398 shares were issued to Terrapin as part of the agreement's conclusion.
  • 3Hughes exercised an option to receive approximately $15.5 million in Globalstar common stock instead of cash for contract milestones.
  • 47,382,356 shares were issued to Hughes under this pre-payment arrangement at a 7% discount.
  • 5Both equity issuances are considered exempt from registration under Section 4(a)(2) of the Securities Act.
  • 6The shares issued to both Terrapin and Hughes have been registered for resale.
  • 7These transactions represent non-dilutive or strategically structured equity financings rather than public offerings.

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