Globalstar Announces Registered Direct Offering for Up to $55 Million
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MILPITAS, Calif., June 16, 2009 (GLOBE NEWSWIRE) -- Globalstar, Inc.
(Nasdaq:GSAT), a leading provider of mobile satellite voice and data services to
businesses, government and individuals, today announced that it has entered into
definitive agreements with select institutional investors, including a number of
existing stockholders and Thermo Funding Company LLC, to raise gross proceeds of
up to $55 million, before deducting placement agent fees and other estimated
offering expenses, in a registered direct offering. Under the terms of the
transaction, Globalstar will sell an aggregate of up to $55 million in principal
amount of its 8.00% Convertible Senior Unsecured Notes. Investors will also
receive warrants to purchase an aggregate of 15,277,771 shares of common stock.
The notes will be convertible at a price of $1.80 per share. The warrants will
be exercisable after stockholder approval is obtained until five years from the
date of issuance at an exercise price of $1.80 per share. Until stockholder
approval is obtained consistent with NASDAQ rules, exercise of the warrants is
prohibited and conversion of the notes is restricted to 19.9% of the
pre-transaction outstanding common stock on a pro rata basis. Globalstar's
controlling stockholder has entered into a voting agreement to vote in favor of
this transaction.
The Notes are senior unsecured debt obligations of the Company and shall rank
pari passu with the Company's existing 5.75% Convertible Senior Notes due 2028
and junior to the COFACE Facility. The closing of the offering is expected to
take place on June 19, 2009, subject to the satisfaction of customary closing
conditions. Lazard Capital Markets LLC acted as the exclusive placement agent
for the transaction.
Receipt of the net offering proceeds is a condition to the closing of the COFACE
financing the company has announced previously. This transaction will contribute
to an approximately $738 million financing that will be used to fund the
Globalstar 2.0 second-generation constellation and ground segment.
The Company expects that this $738 million financing will fully fund the
manufacture, delivery and launch of the Company's Globalstar 2.0
second-generation network and ground facilities, plus certain long-lead items
connected with the accelerated delivery of additional second-generation spare
satellites and will provide the Company with working capital. Globalstar expects
to be the first global mobile satellite voice and data company to deliver and
deploy its second-generation satellites and the first to offer an IP (Internet
Protocol)-based network. The financing will also facilitate the introduction of
Globalstar's next-generation satellite interface chipsets being designed by
Hughes Network Systems. These network upgrades will support the Company's new
mobile satellite services which will feature industry leading voice quality as
well as increased data speeds to both handheld and fixed subscriber equipment.
The completion of the financing is critical for the design and deployment of the
Globalstar 2.0 next-generation network which is expected to provide high quality
voice and data services beyond 2025. Globalstar 2.0 includes the
second-generation satellite constellation, being designed and manufactured by
Thales Alenia Space, and the company's new ground segment being developed by
Hughes and Ericsson Federal. Globalstar 2.0 will support increased data speeds
of up to 256 kbps, in a flexible all IP (Internet Protocol) configuration.
Products and services supported are expected to include push to talk and
multicasting, advanced messaging capabilities such as multimedia messaging or
MMS, mobile video applications, geo-location services, multi-band and multi-mode
handsets and data devices with GPS integration.
A shelf registration statement relating to the notes and warrants issued in the
offering (and the shares of common stock issuable upon conversion of the notes
or exercise of the warrants) has been filed with the Securities and Exchange
Commission (the "SEC") and has been declared effective. A prospectus supplement
relating to the offering will be filed with the SEC. Copies of the prospectus
supplement and accompanying prospectus may be obtained directly from the Company
by contacting Globalstar, Inc., 461 S. Milpitas Blvd., Milpitas, California
95035.
This news release shall not constitute an offer to sell or a solicitation of an
offer to buy, nor shall there be any sales of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities law of any such
state or jurisdiction.
Conference Call Note
Globalstar plans to hold an investor conference call following the closing of
the financing described above. Globalstar will release dial-in information and
details once the call is scheduled.
About Globalstar, Inc.
With over 350,000 subscribers, Globalstar is a leading provider of mobile
satellite voice and data services. Globalstar offers these services to
commercial and recreational users in more than 120 countries around the world.
The Company's products include mobile and fixed satellite telephones, simplex
and duplex satellite data modems and integrated solutions such as the SPOT
Satellite GPS Messenger plus flexible service packages. Many land based and
maritime industries benefit from Globalstar with increased productivity from
remote areas beyond cellular and landline service. Global customer segments
include: oil and gas, government, mining, forestry, commercial fishing,
utilities, military, transportation, heavy construction, emergency preparedness,
and business continuity as well as individual recreational users. Globalstar
data solutions are ideal for various asset and personal tracking, data
monitoring and SCADA applications.
For more information regarding Globalstar, please visit Globalstar's web site at
www.globalstar.com
Forward-Looking Statements
This press release contains certain statements such as, "Products and services
supported are expected to include push to talk and multicasting, advanced
messaging capabilities such as multimedia messaging or MMS, mobile video
applications, geo-location services, multi-band and multi-mode handsets and data
devices with GPS integration," that are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to a number of assumptions, risks and uncertainties, many
of which are beyond our control, including our ability to complete the remaining
documentation and satisfy the closing conditions of the credit facility,
including obtaining the required additional equity financing; demand for our
products and services, including commercial acceptance of our new Simplex
products and our SPOT Satellite GPS Messenger product; our ability to retain and
migrate our two-way communications services subscribers to our second-generation
constellation when it is deployed; problems relating to the construction, launch
or in-orbit performance of our existing and future satellites; the effects of
the degrading ability of our first-generation satellite constellation to support
two-way communication; problems relating to the ground-based facilities operated
by us or by independent gateway operators; our ability to attract sufficient
additional funding to meet our future capital requirements; competition and its
competitiveness vis-a-vis other providers of satellite and ground-based
communications products and services; the pace and effects of industry
consolidation; the continued availability of launch insurance on commercially
reasonable terms, and the effects of any insurance exclusions; changes in
technology; our ability to continue to attract and retain qualified personnel;
worldwide economic, geopolitical and business conditions and risks associated
with doing business on a global basis; and legal, regulatory, and tax
developments, including changes in domestic and international government
regulation.
Any forward-looking statements made in this press release speak as of the date
made and are not guarantees of future performance. Actual results or
developments may differ materially from the expectations expressed or implied in
the forward-looking statements, and we undertake no obligation to update any
such statements. Additional information on factors that could influence our
financial results is included in our filings with the Securities and Exchange
Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K.
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CONTACT: Globalstar, Inc.
Dean Hirasawa
(408) 933-4006
Dean.hirasawa@globalstar.com
Skyya Communications
Susan Donahue
(646) 454-9378
Susan.donahue@skyya.com
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