UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported):
January
7, 2009 (January 7, 2009)
SkyTerra
Communications, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-13865
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23-2368845
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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10802
Parkridge Boulevard
Reston,
VA 20191
(Address
of principal executive offices, including zip code)
(703)
390-1899
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Section
1—Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement.
On January 7, 2009, SkyTerra
Communications, Inc. ("SkyTerra"), SkyTerra LP (formerly named Mobile Satellite
Ventures LP), SkyTerra Finance Co. (formerly named MSV Finance Co.) ("SkyTerra
Finance" and together with SkyTerra LP, the "Issuers"), Harbinger Capital
Partners Master Fund I, Ltd. ("Harbinger Master") and Harbinger Capital Partners
Special Situations Fund, L.P. ("Harbinger Special" and together with Harbinger
Master, the "Purchasers") entered into Amendment No. 1 (the "SPA Amendment") to
the Securities Purchase Agreement between SkyTerra, the Issuers and the
Purchasers, dated July 24, 2008 (the "Purchase Agreement").
Pursuant to the SPA Amendment,
SkyTerra, the Issuers and the Purchasers have agreed that certain of the
conditions to the obligations of the Purchasers to consummate the closing of the
second of the four previously announced issuances of SkyTerra LP's Senior Notes
due 2013 (the "Notes") on April 1, 2009 will be deemed satisfied by the
delivery of a certificate from SkyTerra management, subject to certain
exceptions. Such amendment provides SkyTerra and the Issuers with
greater certainty of funding.
The SPA Amendment also increases the
rate of interest on the Notes from 16% to 18% per annum.
The SPA
Amendment increases the aggregate number of warrants to be issued
to the Purchasers from 25.0 million to 32.50 million. The
warrants to be issued to the Purchasers upon the closing of the second
of the four issuances of the Notes on April 1, 2009 will represent a right to
purchase an aggregate of 21.25 million shares of SkyTerra's voting common stock,
par value $0.01 per share, or non-voting common stock, par value $0.01 per share
("Common Stock"), instead of 17.50 million shares of Common Stock, at an initial
exercise price of $0.01 per share, as originally contemplated by the Purchase
Agreement. SkyTerra has also agreed to issue warrants
to the Purchasers to purchase an aggregate of 3.75 million shares of
Common Stock at an initial exercise price of $0.01 per share upon the
closing of the last of the four issuances of the Notes on January 4,
2010.
The SPA Amendment provides that the
closing of the first of the four issuances of the Notes and warrants will take
place on January 7, 2009, instead of January 6, 2009.
The foregoing summary of the SPA
Amendment does not purport to be complete and is qualified in its entirety by
reference to the full text of the SPA Amendment attached as Exhibit 10.1 hereto,
which is incorporated by reference herein.
Additionally, in connection with the
entry into the SPA Amendment, on January 7, 2009, SkyTerra, SkyTerra LP,
SkyTerra Subsidiary LLC (formerly named Mobile Satellite Ventures Subsidiary
LLC) ("SkyTerra Subsidiary"), Harbinger Master, Harbinger Special, Harbinger
Capital Partners Fund I, L.P. ("Harbinger Fund"), and Harbinger Co-Investment
Fund, L.P. (together with Harbinger Master, Harbinger Special and Harbinger
Fund, "Harbinger") entered into a Second Amendment (the "MCSA Amendment") to the
Master Contribution and Support Agreement between SkyTerra, SkyTerra LP,
SkyTerra Subsidiary and Harbinger, dated July 24, 2008, as amended (the "Master
Agreement").
The MCSA Amendment modifies certain of the restrictions on SkyTerra's conduct of
business during the term of the Master Agreement.
The foregoing summary of the MCSA
Amendment does not purport to be complete and is qualified in its entirety by
reference to the full text of the MCSA Amendment attached as Exhibit 10.2
hereto, which is incorporated by reference herein.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Number
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Description
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10.1
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Amendment
No. 1 to Securities Purchase Agreement, dated January 7,
2009
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10.2
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Second
Amendment to the Master Contribution and Support Agreement, dated January
7,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
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Date: January 7,
2009
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By:
/s/ Randy
Segal
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Name:
Randy
Segal
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Title:
General
Counsel
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EXHIBIT
INDEX
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Number
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Description
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10.1
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Amendment
No. 1 to Securities Purchase Agreement, dated January 7,
2009
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10.2
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Second
Amendment to the Master Contribution and Support Agreement, dated January
7, 2009
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5