[X] Preliminary
Proxy Statement
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[ ] Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[ ] Definitive
Proxy Statement
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[ ] Definitive
Additional Materials
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[ ] Soliciting
Material Pursuant to § 240.14a-12
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(1)
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Title
of each class of securities to which transaction
applies:
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Common stock of GHL Acquisition Corp. ("GHQ") | ||
(2)
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Aggregate
number of securities to which transaction applies:
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36,000,000 shares of GHQ common stock | ||
(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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$8.92 per share of GHQ common stock based on the average of the high and low prices reported on the NYSE Alternext U.S. on November 25, 2008 | ||
(4)
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Proposed
maximum aggregate value of transaction:
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$398,220,0001 | ||
(5)
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Total
fee paid:
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$15,650.052
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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·
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change
our name to “Iridium Communications
Inc.”;
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·
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permit
our continued existence after February 14,
2010;
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·
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increase
the number of our authorized shares of common stock;
and
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·
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eliminate
the different classes of our board of
directors;
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Sincerely,
Scott
L. Bok
Chairman
and Chief Executive Officer
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·
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change
our name to “Iridium Communications
Inc.”;
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·
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permit
our continued existence after February 14,
2010;
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·
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increase
the number of our authorized shares of common stock;
and
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·
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eliminate
the different classes of our board of
directors;
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By
Order of the Board of Directors,
Jodi
B. Ganz
Secretary
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Page
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F-1
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F-2
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Transaction
Agreement
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Amended
and Restated Certificate of
Incorporation
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Pledge
Agreement
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Registration
Rights Agreement
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Annex
E
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GHQ
Acquisition Corp. 2009 Stock Incentive
Plan*
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Opinion
of Duff & Phelps, LLC
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·
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GHQ
is a special purpose acquisition company formed for the purpose of
acquiring one or more businesses or assets. For more
information about GHQ, see the section entitled “Information About GHQ”
and “GHQ Management’s Discussion and Analysis of Financial Condition and
Results of Operations” beginning on pages 122 and 124,
respectively.
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·
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Iridium
Holdings, through its subsidiaries, is a provider of mobile voice and data
communications services via satellite. For more information
about Iridium Holdings, see the sections entitled “Information About
Iridium Holdings,” and “Iridium Holdings Management’s Discussion and
Analysis of Financial Condition and Results of Operations” beginning on
pages 128 and 150, respectively.
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·
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Pursuant
to a transaction agreement signed on September 22, 2008, GHQ proposes to
acquire Iridium Holdings from its equityholders on the terms and subject
to the conditions set forth therein. For more information about
the acquisition, see the sections entitled “Proposal I—Approval of the
Acquisition” beginning on page 60, “The Transaction Agreement” beginning
on page 100 and the Transaction Agreement that is attached as Annex A to
this proxy statement.
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·
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Under
the terms of the transaction agreement and other transaction agreements,
GHQ is expected to pay the sellers $77.1 million in cash, subject to
certain adjustments, issue to the sellers 36.0 million shares of GHQ
common stock and assume approximately $131 million net debt of Iridium
Holdings. In addition, 90 days following the closing of the
acquisition, if Iridium Holdings has in effect a valid election under
Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”)
with respect to the taxable year in which the closing of the acquisition
occurs, GHQ will make a tax benefit payment of up to $30 million in
aggregate to sellers (other than the sellers of the equity of Baralonco
and Syncom) to compensate them for the tax basis step-up. For
more information about the transaction agreement and the other transaction
agreements, see the sections entitled “The Transaction Agreement” and
“Other Transaction Agreements” beginning on page 100 and 114
respectively.
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·
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Following
the acquisition, the current stockholders of GHQ are expected to own
approximately 55% of outstanding shares of common stock of
GHQ. The current owners of Iridium Holdings are expected to own
approximately 45% of the outstanding common stock of GHQ. The
single-largest stockholder of GHQ, following the acquisition, is expected
to be Baralonco Limited with approximately 13% ownership and the
second-largest stockholder of GHQ is expected to be Greenhill with
approximately 11% ownership. These ownership values are calculated on an
outstanding basis and assume that (i) no holders of shares of our common
stock issued in our IPO (“IPO shares”) vote against the acquisition
proposal and properly exercise their rights to convert their shares into
cash, (ii) without regard to the results of the tender offer and (iii) no
holders of warrants exercise their rights to acquire GHQ
shares. For more information, see section entitled “Proposal I
– Approval of the Acquisition” beginning on page
60.
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·
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GHQ’s
management and board of directors considered various factors in
determining whether to acquire Iridium Holdings and to approve the
transaction agreement, including, without limitation, an opinion prepared
by Duff & Phelps, LLC, an independent financial advisor, regarding
whether (i) the consideration to be paid by GHQ in the acquisition is
fair, from a financial point of view, to the holders of GHQ's common stock
(other than Greenhill) and (ii) Iridium Holdings has a fair market value
equal to at least 80% of the balance in GHQ's trust account (excluding
deferred underwriting discounts and commissions). For
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more
information about our decision-making process, see the section entitled
“Proposal I—Approval of the Acquisition—Factors Considered by the GHQ
Board in Approving the Acquisition” beginning on page
65.
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·
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In
addition to voting on the acquisition proposal at the special meeting, the
stockholders of GHQ will vote on proposals to approve a second amended and
restated certificate of incorporation for GHQ, a share issuance proposal,
a stock incentive plan proposal and a proposal to adjourn the special
meeting, if necessary to permit further solicitation of proxies in the
event that there are insufficient votes for, or otherwise in connection
with, the approval of the acquisition proposal and the transactions
contemplated thereby. See the sections entitled “Proposal
II—Approval of the Amended and Restarted Certificate of Incorporation,”
“Proposal III—Approval of the Share Issuance Proposal,” “Proposal IV—
Adoption of the Stock Incentive Plan,” “Proposal V—Adoption of the
Adjournment Proposal” and the “The Special Meeting” on pages 86, 88, 89,
95 and 116, respectively.
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·
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Upon
the closing of the acquisition, our board of directors will be expanded to
ten directors and six new individuals will be appointed to our board of
directors. All of our existing board members, with the exception of Kevin
P. Clarke, will remain members of our board of directors. See
the sections entitled “Proposal I—Approval of the Acquisition” and
“Management Following the Acquisition” on pages 60 and 182,
respectively.
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·
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The
closing of the acquisition is subject to a number of conditions set forth
in the transaction agreement. For more information about the
closing conditions to the acquisition, see the section entitled “The
Transaction Agreement—Conditions to the Closing of the Acquisition”
beginning on page 109.
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·
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Our
acquisition of Iridium Holdings involves numerous risks. For
more information about these risks, see the section entitled “Risk
Factors” beginning on page 36.
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Q: Why
am I receiving this proxy statement?
A: GHL
Acquisition Corp. (“GHQ”) has agreed to acquire Iridium Holdings LLC
(“Iridium Holdings”) under the terms of the transaction agreement that is
described in this proxy statement. A copy of the transaction
agreement is attached to this proxy statement as Annex A, which GHQ and
Iridium Holdings encourage you to read.
You
are receiving this proxy statement because we are soliciting your vote to
approve the acquisition and related matters at a special meeting of our
stockholders. This proxy statement contains important
information about the acquisition and related matters. You
should read it carefully.
Your
vote is important. We encourage you to vote as soon as possible
after carefully reviewing this proxy statement.
Q: When
and where is the stockholder meeting?
A: GHQ’s
special meeting will be held at 10:00 a.m., Eastern Standard Time, on
, 2009 at the Waldorf-Astoria
Hotel, 301 Park Avenue, New York, NY.
Q: Why
is GHQ proposing the acquisition?
A: GHQ
is a blank check company formed for the purpose of effecting an
acquisition, through a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or other similar business combination with
one or more businesses or assets.
GHQ
completed its IPO on February 21, 2008, generating net proceeds of
approximately $400 million. As of September 30, 2008, the
balance in the trust account was approximately $402.3
million. GHQ holds these funds in the trust account pending
completion of the acquisition of Iridium Holdings and the payment of the
deferred underwriting commissions and discounts.
GHQ
is now proposing to acquire Iridium Holdings pursuant to the transaction
agreement. If the acquisition proposal and related proposals
are approved by our stockholders and the other conditions to completion of
the acquisition are satisfied, GHQ will acquire substantially all the
units of Iridium Holdings. Upon the closing of the acquisition,
Iridium Holdings will become a subsidiary of GHQ, and GHQ will be renamed
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“Iridium
Communications Inc.” and will apply for listing on
the .
Iridium
Holdings is a leading provider of mobile voice and data communications
services via satellite, and the only provider in the world offering 100%
global coverage. Based on information provided by Raymond
James, Iridium Holdings is the second largest provider of mobile satellite
services and related equipment with an estimated 23% market share of the
industry in 2007, based on revenues. Iridium Holdings’ mobile
satellite services address the increasing demand from customers for
connectivity and reliability at all times and in all
locations. Iridium Holdings offers voice and data
communications services to U.S. and international government agencies,
businesses and other customers on a global basis using 66 in-orbit
constellation satellites, eight in-orbit spares and related ground
infrastructure, including a primary commercial gateway. The
U.S. government, which owns and operates a dedicated gateway, is Iridium
Holdings’ largest customer, providing 22% of its 2007
revenue.
As
part of the acquisition, we would acquire two entities, Syncom-Iridium
Holdings Corp. (“Syncom”) and Baralonco N.V. (“Baralonco”),
which are holders of a significant number of Iridium Holdings
units. We will execute a pledge agreement with each entity in
connection with the closing of the acquisition under which the seller of
the equity of each entity would pledge certain of the shares of GHQ common
stock they receive in the transaction to cover certain of their
indemnification obligations under the transaction
agreement. Syncom would pledge 300,000 GHQ shares and Baralonco
would pledge 1.5 million GHQ shares received in the
transaction.
If
the acquisition and related transactions are not approved, and GHQ is
unable to complete another business combination by February 14, 2010, GHQ
will be required to liquidate.
Q: What
will the owners of Iridium Holdings receive in the proposed
transactions?
A: Upon
completion of the acquisition, the owners of Iridium Holdings are expected
to receive an aggregate of 36.0 million shares of GHQ common stock and
$77.1 million of cash, subject to certain adjustments. In
addition, 90 days following the closing of the acquisition, if Iridium
Holdings has in effect a valid election under Section 754 of the Code
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with
respect to the taxable year in which the closing of the acquisition
occurs, GHQ will make a tax benefit payment of up to $30 million in
aggregate to sellers (other than the sellers of the equity of Baralonco
and Syncom).
Concurrently
with the signing of the transaction agreement, Iridium Holdings and
Greenhill & Co. Europe Holdings Limited (“Greenhill
Europe”), a subsidiary of Greenhill, entered into an agreement with
Iridium Holdings to purchase a $22.9 million convertible subordinated
promissory note of Iridium Holdings (the “note”). The closing
of the purchase of the note occurred on October 24, 2008, following the
receipt by Iridium Holdings of the consent of its lenders to the issuance
of the note. Greenhill Europe has the option to convert the
note into Iridium Holdings units upon the later to occur of (i) October
24, 2009 (“first anniversary”) and (ii) the closing of the acquisition or
the termination of the transaction agreement. If the closing of
the acquisition occurs after the first anniversary, upon the exercise of
its conversion rights, Greenhill Europe will be entitled to receive 2.29
million shares of GHQ common stock. If the closing occurs prior
to September 22, 2009, GHQ and Greenhill Europe will enter into an
agreement which will entitle Greenhill Europe to exchange, upon the first
anniversary of the issuance of the note, each Iridium Holding unit into
which the note is convertible for 27.2866 shares of GHQ common stock,
subject to adjustments.
Q: Will
GHQ stockholders receive anything in the proposed
transactions?
A: If
the acquisition is completed and you do not properly elect to convert your
GHQ common stock into cash, you will continue to hold GHQ common stock and
warrants that you currently own and do not sell. If the
acquisition is completed but you vote your shares against the acquisition
proposal and properly elect to convert your shares into cash, your GHQ
common stock will be canceled and you will receive cash as described
below, but you will continue to hold any warrants that you currently own
and do not sell.
Q: Who
will own GHQ after the proposed acquisition?
A: If
the proposed acquisition is completed, the current stockholders of GHQ
will continue to own approximately 55% of outstanding shares of common
stock of GHQ. The current owners of Iridium Holdings are
expected to own approximately 45% of the outstanding common stock of
GHQ. These
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ownership
values are calculated on an outstanding basis and assume that (i) no
holders IPO shares vote against the acquisition proposal and properly
exercise their rights to convert their shares into cash, (ii) without
regard to the results of the tender offer and (iii) no holders of warrants
exercise their rights to acquire GHQ shares. The single-largest
stockholder of GHQ will be Baralonco Limited with approximately 13%
ownership and the second-largest stockholder of GHQ will be Greenhill with
approximately 11% ownership, assuming conversion of the note into 2.29
million shares of GHQ common stock. These ownership values are
on an outstanding basis and assume that no holders of our IPO shares vote
against the acquisition proposal and properly exercise their rights to
convert their shares into cash and without regard to the results of the
tender offer.
Q: What
is being voted on at the meeting?
A: You
are being asked to vote on five proposals:
·
a
proposal to approve the acquisition of Iridium Holdings pursuant to the
transaction agreement, the acquisition and the other transactions
contemplated by the transaction agreement;
·
a
proposal to adopt a second amended and restated certificate of
incorporation for GHQ, to be effective upon completion of the acquisition,
to, among other things, change our name to “Iridium Communications Inc.”
and permit our continued existence after February 14,
2010;
·
a
proposal to approve the issuance of shares of our common stock in the
acquisition and related transactions that would result in an increase in
our outstanding common stock by more than 20%;
·
a
proposal to adopt a stock incentive plan, to be effective upon completion
of the acquisition; and
·
a
proposal to authorize the adjournment of the special meeting to a later
date or dates, including if necessary, to solicit additional proxies in
favor of the foregoing proposals if there are not sufficient votes in
favor of any of these proposals.
This
proxy statement provides you with detailed information about each of these
proposals. We encourage you to carefully read this entire proxy
statement, including the attached annexes. YOU SHOULD ALSO CAREFULLY
CONSIDER
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THOSE FACTORS DESCRIBED UNDER
THE HEADING “RISK FACTORS.”
Q: What
is the record date for the special meeting? Who is entitled to
vote?
A: The
record date for the special meeting is
, 2009. Record
holders of GHQ common stock at the close of business on the record date
are entitled to vote or have their votes cast at the special
meeting. On the record date, there were
outstanding shares of our
common stock, which includes
IPO shares and shares owned by
our founding stockholder, officers and directors.
Each
share of GHQ common stock is entitled to one vote per share at the special
meeting. GHQ’s outstanding warrants do not have voting
rights.
Q: How
do the founding stockholder, our officers and directors intend to vote
their shares?
A: With
respect to the acquisition proposal, our founding stockholder, officers
and directors, to the extent they own GHQ common stock, have agreed to
vote their shares of GHQ common stock, in accordance with the majority of
the votes cast by the public stockholders. Our founding
stockholder, officers and directors, to the extent they own GHQ common
stock, have also informed GHQ that they intend to vote all of their shares
“FOR” the other proposals.
Q: What
vote is required to approve the acquisition proposal?
A: The
affirmative vote of stockholders owning a majority of the IPO shares voted
at the special meeting represented in person or by proxy is required to
approve the acquisition proposal. However, the acquisition
proposal will not be approved if the holders of 30% or more of the IPO
shares vote against the acquisition proposal and properly exercise their
rights to convert such IPO shares into cash. Because the
approval of the acquisition proposal is a condition to the approval of the
other proposals (other than the adjournment proposal), if the acquisition
proposal is not approved, the other approvals will not take effect (other
than the adjournment proposal). No vote of the Iridium
Holdings’ unitholders is required.
Q: What
vote is required to approve the certificate proposal?
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A: The
affirmative vote of holders of a majority of the outstanding shares of our
common stock is required to approve the certificate proposal, and approval
is conditioned upon approval of the acquisition proposal. No
vote of the Iridium Holdings’ unitholders is required.
Q: What
vote is required to approve the share issuance proposal?
A: The
affirmative vote of holders of a majority of the shares represented in
person or by proxy and entitled to vote thereon at the special meeting is
required to approve the share issuance proposal, and approval is
conditioned upon approval of the acquisition proposal. No vote
of the Iridium Holdings’ unitholders is required.
Q: What
vote is required to adopt the stock incentive plan proposal?
A: The
affirmative vote of holders of a majority of the shares represented in
person or by proxy and entitled to vote thereon at the special meeting is
required to adopt the proposed stock incentive plan of GHQ, and approval
is conditioned upon approval of the acquisition proposal. No
vote of the Iridium Holdings’ unitholders is required.
Q: What
vote is required to adopt the adjournment proposal?
A: The
affirmative vote of holders of a majority of the shares represented in
person or by proxy and entitled to vote thereon at the special meeting is
required to adopt the adjournment proposal. The approval of the
adjournment proposal is not conditioned on the approval of the acquisition
proposal or any of the other proposals. No vote of the Iridium
Holdings’ unitholders is required.
Q: Did
GHQ’s board of directors obtain an opinion from a financial advisor in
connection with the approval of the transaction agreement?
A: Yes. The
board of directors of GHQ engaged Duff & Phelps, LLC (“Duff &
Phelps”), an independent financial advisor. On September 22,
2008, Duff & Phelps provided to GHQ’s board of directors an opinion
dated September 22, 2008, subject to the assumptions, qualifications and
limitations set forth therein, that as of that date (i) the consideration
to be paid by GHQ in the acquisition is fair, from a financial point of
view, to the holders of GHQ’s common stock (other than Greenhill) and (ii)
Iridium Holdings has a fair market value equal to at
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least
80% of the balance in GHQ’s trust account (excluding deferred underwriting
discounts and commissions).
Q: Do
I have appraisal or dissenters’ rights?
A: No
appraisal or dissenters’ rights are available under the Delaware General
Corporation Law (“Delaware law”) for holders of GHQ common stock or
warrants in connection with the proposals described in this proxy
statement.
Q: Do
I have conversion or redemption rights?
A: Yes. Each
holder of IPO shares has a right to convert his or her IPO shares into a
pro rata share of the cash on deposit in our trust account (before payment
of deferred underwriting discounts and commissions and including interest
earned on their pro rata portion of the trust account, net of income taxes
payable on such interest, net of franchise taxes and net of interest
income of up to $5.0 million, subject to certain adjustments, on the trust
account balance previously released to us to fund our working capital
requirements) if such holder votes against the acquisition proposal,
properly exercises the conversion rights and the acquisition is
completed. Such IPO shares would then be converted into cash at
the per-share conversion price on the completion date of the
acquisition. It is anticipated that the funds to be distributed
to each holder who properly elects to convert any IPO shares will be
distributed promptly after completion of the acquisition.
Notwithstanding
the foregoing, a stockholder, together with any affiliate of his, her or
it or any person with whom he, she or it is acting in concert or as a
partnership, syndicate or other group for the purpose of acquiring,
holding, disposing, or voting of GHQ’s securities, will be restricted from
seeking conversion rights with respect to more than 10% of the IPO
shares.
The
actual per-share conversion price will be equal to the quotient determined
by dividing (i) the amount then on deposit in the trust account (before
payment of deferred underwriting discounts and commissions and including
accrued interest net of income taxes on such interest and net of franchise
taxes, after distribution of interest income on the trust account balance
to us as described above), that has not been distributed to GHQ to cover
its working capital expenses as set forth in GHQ’s certificate of
incorporation (“certificate”), calculated as of two business days prior to
the closing by (ii) the total number of IPO shares. As of
September 30, 2008,
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the per-share
conversion price would have been approximately $10.02, without taking into
account any interest or expenses accrued after such date.
Voting
against the acquisition proposal alone will not result in the conversion
of your IPO shares into a pro rata share of the trust
account. To convert your IPO shares, you must also exercise
your conversion rights and follow the specific procedures for conversion
summarized below and set forth under “The Special Meeting—Conversion
Rights.”
Holders
of IPO shares who convert their IPO shares into cash would still have the
right to exercise any warrants that they continue to hold and do not
sell.
Prior
to exercising your conversion rights, you should verify the market price
of GHQ shares because you may receive higher proceeds from the sale of
your IPO shares in the public market than from exercising your conversion
rights if the market price per IPO share is higher than the conversion
price.
Q: How
do I exercise my conversion rights?
A: To
exercise conversion rights, a holder of IPO shares, whether being a record
holder or holding the IPO shares in “street name,” must tender the IPO
shares to our transfer agent, American Stock Transfer & Trust Company,
and deliver written instructions to our transfer agent: (i)
stating that the holder wishes to convert the IPO shares into a pro rata
share of the trust account and (ii) confirming that the holder has held
the IPO shares since the record date and will continue to hold them
through the special meeting and the completion of the
acquisition.
To
tender IPO shares to our transfer agent, the holder must deliver the IPO
shares either (i) at any time before the start of the special meeting (or
any adjournment or postponement thereof), electronically using the
Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system
or (ii) at any time before the day of the special meeting (or any
adjournment or postponement thereof), physically by delivering a share
certificate. Any holder who holds IPO shares in street name
will have to coordinate with his or her bank or broker to arrange for the
IPO shares to be delivered electronically or physically. Any
holder who desires to physically tender to our transfer agent IPO shares
that are held in street name must instruct the account executive at his or
her bank or broker to withdraw the IPO shares from the holder’s account
and request that a physical certificate be issued in such holder’s
name.
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Our
transfer agent will be available to assist with this process.
If a
holder does not deliver written instructions and tenders his or her IPO
shares (either electronically or physically) to our transfer agent in
accordance with the above procedures, those IPO shares will not be
converted into cash.
Any
request for conversion, once made, may be withdrawn or revoked at any time
before the start (in case of electronic tendering) or at any time before
the day (in case of physical tendering) of our special meeting (or any
adjournment or postponement thereof), in which case the IPO shares will be
returned (electronically or physically) to such holder. Holders
of IPO shares who have exercised conversion rights may not thereafter
withdraw or revoke their decision to convert their IPO shares into a pro
rata portion of the trust account.
If
any holder tenders IPO shares (electronically or physically) and the
acquisition is not completed, the IPO shares will not be converted into
cash and they will be returned (electronically or physically) to such
holder.
Q: What is the tender
offer?
A: GHQ
plans to commence a tender offer to purchase up to 11.4 million shares of
its common stock representing approximately 29% of GHQ’s common stock
issued in our IPO, at $10.50 per share, payable in cash (reduced by a
number of shares equal to the amount of cash distributed to stockholders
who vote against the transaction and elect conversion of their shares of
GHQ common stock divided by the per share conversion
price). The tender offer will offer liquidity to GHQ’s
stockholders at $10.50 per share, regardless of the then-current market
price per share, subject to proration if the tender offer is
oversubscribed. Assuming that no stockholders vote against the
transaction and elect conversion of their shares and the maximum number of
shares are tendered in the offer, the aggregate purchase price for the
shares of GHQ common stock purchased in the tender offer will be
approximately $120.0 million. For a more detailed discussion of
the tender offer, see “The Tender Offer.”
Q: Why is GHQ planning the tender
offer?
A: GHQ
is planning the tender offer to provide a meaningful liquidity opportunity
for at least part of the GHQ common shares held by those stockholders
|
who desire
liquidity for their shares. GHQ’s management believes that the
tender offer will enhance the likelihood of stockholder approval of the
acquisition proposal.
Q. Who will be able to
participate in the tender offer?
A: Stockholders
of GHQ at the time of the tender offer may participate in the tender
offer. However, GHQ’s founding stockholder, officers and
directors have agreed not to tender any of their shares in the tender
offer.
Q. When does GHQ expect to
commence and complete the tender offer?
A. GHQ
expects to commence the tender offer as soon as practicable following the
special meeting and legally permissible, and to complete the tender offer
approximately 20 business days after commencement, and concurrent with the
closing of the acquisition.
Q. What effect will the tender
offer have on the capital structure of GHQ?
A. The
tender offer will have the effect of reducing the number of outstanding
common shares of GHQ by the number of common shares tendered by GHQ
stockholders, up to 11.4 million shares (reduced by a number of shares
equal to the amount of cash distributed to stockholders who vote against
the transaction and elect conversion of their shares of GHQ common stock
divided by the per share conversion price). The tender offer
will also have the effect of reducing the cash balances of GHQ by $10.50
multiplied by the number of shares tendered by GHQ stockholders, up to
$120 million (reduced by the amount of cash distributed to stockholders
who vote against the transaction and elect conversion of their shares of
GHQ common stock).
Q. How will GHQ fund the purchase
of shares that are tendered?
A. GHQ
expects to fund the purchase of shares that are tendered from the trust
account.
Q: What
happens after the acquisition to the funds from the IPO deposited in our
trust account?
A: Upon
completion of the acquisition, any funds remaining in the trust account
after payment of amounts, if any, to GHQ stockholders exercising
|
their
conversion rights or tendering their shares, will be used for the
prepayment of all or a portion of Iridium Holdings’ debt, payment of
transaction expenses and to fund Iridium Holdings’ working capital after
the closing of the acquisition.
Q: Who
will manage the acquired business?
A: Following
the acquisition, GHQ, to be renamed “Iridium Communications Inc, ” will be
overseen by its board of directors, which will be comprised of: two
directors selected by Greenhill who currently serve on GHQ’s board of
directors, four of Iridium Holdings’ current directors, the current CEO of
Iridium Holdings, one representative of Syncom and two of the current
independent directors of GHQ. The current officers of GHQ shall
have resigned and the current officers of Iridium Holdings will continue
to serve in their current positions. Robert H. Niehaus, Senior
Vice President of GHQ, will become chairman of the board of
directors.
Q: What
happens if the acquisition is not completed?
A: If
the acquisition proposal and related matters are not approved by our
stockholders, we will not acquire Iridium Holdings, our certificate will
not be amended and we will continue to seek other potential business
combinations. If we do not consummate a business combination by
February 14, 2010, our corporate existence will cease except for the
purpose of winding up our affairs and liquidating. In
connection with our dissolution and liquidation, all amounts in the trust
account plus any other net assets of GHQ not used for or reserved to pay
obligations and claims or such other corporate expenses relating to or
arising from GHQ’s plan of dissolution, including costs of dissolving and
liquidating GHQ, would be distributed on a pro rata basis to the holders
of IPO shares. GHQ will pay no liquidating distributions with
respect to any shares of capital stock of GHQ other than the IPO
shares.
Q: What
do I need to do now?
A: Indicate
on your proxy card how you want to vote on each of our proposals, sign it
and mail it in the enclosed return envelope, as soon as possible, so that
your shares may be represented at our special meeting. If you
sign and send in your proxy card and do not indicate how you want to vote
on any of our proposals, we will count your proxy card as a vote in favor
of all such proposals. You may also attend our special meeting
and vote your shares in person.
|
Q: How do I vote via the
Internet?
A: Internet
voting information is provided on the proxy card. A control
number, which is the number located below the account number on the proxy
card, is designated to verify a stockholders identity and allow the
stockholder to vote the shares and confirm that the voting instructions
have been recorded properly. If you vote via the Internet,
please do not return a signed proxy card. Stockholders who hold
their shares through a bank or broker can vote via the Internet if that
option is offered by the bank or broker.
Q: What
do I do if I want to change my vote?
A: Send
in a later-dated, signed proxy card to your bank or broker. If
you’ve previously voted via telephone or Internet you may change your vote
by either of these methods up to 11:59 p.m. Eastern Standard
Time the day prior to our special meeting. You may also attend
our meeting in person and vote at that time. You should contact
your bank or broker to request assistance in attending the
meeting. You may also revoke your proxy by sending a notice of
revocation to at the address
under “Who Can Help Answer Your Questions” included elsewhere in this
proxy statement. You can find further details on how to revoke
your proxy under “The Special Meeting—Revoking Your Proxy.”
Q: If
my shares are held in “street name” by my bank or broker, will my broker
vote my shares for me?
A: If
you do not provide your bank or broker with instructions on how to vote
your “street name” shares, your bank or broker will not be able to vote
them on the acquisition proposal or the other proposals described in this
proxy statement, other than the issuance proposal and the adjournment
proposal. You should therefore instruct your bank or broker how
to vote your shares, following the directions provided by your bank or
broker on the enclosed proxy card. Please check the voting form
used by your bank or broker to see if it offers telephone or Internet
voting.
If
you do not give voting instructions to your bank or broker, you will not
be counted as voting, unless you appear in person at the special
meeting. Please contact your bank or broker for assistance in
attending the special meeting to vote your shares.
Q: Should
I send in my stock certificates
now?
|
A: No. If
the acquisition is completed, GHQ stockholders will keep their existing
stock certificates.
Q: What
will happen if I abstain from voting or fail to vote?
A: An
abstention, since it is not an affirmative vote in favor of any proposal
but adds to the number of shares present in person or by proxy, will have
the same effect as a vote against the certificate proposal, the share
issuance proposal, the stock incentive plan proposal and the adjournment
proposal. An abstention will have no effect on the acquisition
proposal. A failure to vote will make it more difficult for us
to achieve the quorum necessary for us to conduct business at the special
meeting and, because approval of the certificate proposal requires the
affirmative vote of a majority of our outstanding shares (not the shares
actually voted) will have the same effect as a vote against the
certificate proposal.
Q: When
do you expect to complete the acquisition?
|
A: We
are working to complete the acquisition as soon as possible. We
hope to complete the acquisition shortly after the special meeting, if we
obtain the required stockholder approvals at the special meeting and if we
receive the necessary regulatory approvals prior to the special
meeting. We cannot predict the exact timing of the closing of
the acquisition or whether the acquisition will be consummated because it
is subject to conditions that are not within our control, such as
approvals from domestic and foreign regulatory authorities including, the
Federal Communications Commission (“FCC”). Both GHQ and Iridium
Holdings possess the right to terminate the transaction agreement in
certain situations.
The
closing of the acquisition is subject to the conditions and approvals
described in this proxy statement. We expect to complete the acquisition
and the related transactions during the first half of
2009.
|
·
|
GHQ
stockholder approval of the acquisition, the issuance of GHQ common stock
to the Sellers, the amendment of the GHQ certificate of incorporation and
the adoption of a stock incentive plan have been obtained and less than
30% of GHQ stockholders have voted against the acquisition and elected to
convert their shares of GHQ common stock into
cash;
|
·
|
no
law or injunction shall prohibit the consummation of the transactions
contemplated by the transaction
agreement;
|
·
|
the
expiration or termination of any applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the “HSR Act”) (early
termination of the applicable waiting period was granted on October 10,
2008);
|
·
|
all
FCC consents with respect to the transactions contemplated by the
transaction agreement have been obtained;
and
|
·
|
all
actions by or in respect of filings with any other governmental authority
required to permit the consummation of the transactions contemplated by
the transaction agreement have been taken, made
or
|
|
obtained
other than actions or filings the failure of which to take, make or obtain
would not reasonably expected to have, individually or in the aggregate, a
Material Adverse Effect on Iridium Holdings or
GHQ.
|
·
|
Iridium
Holdings’ and the Sellers’ representations and warranties must be true and
correct in all respects (without giving effect to any limitations as to
materiality or Company Material Adverse Effect contained therein) at and
as of the closing of the acquisition (or, to the extent any such
representation and warranty specifically states that it refers to an
earlier date, and on as of such earlier date), except where the failures
of such representations and warranties to be so true and correct, in the
aggregate, would not reasonably be expected to have an Iridium Holdings’
Material Adverse Effect;
|
·
|
Iridium
Holdings and the Sellers must have performed, in all material respects,
their respective obligations to be performed at or prior to the closing of
the acquisition;
|
·
|
each
Seller which is receiving shares of GHQ common stock at the closing of the
acquisition has executed and delivered the registration rights
agreement;
|
·
|
the
Sellers of Baralonco and Syncom which are receiving shares of GHQ common
stock at the closing of the acquisition have executed and delivered pledge
agreements;
|
·
|
the
Sellers have effected the contribution of 100% of the issued and
outstanding equity interests of Iridium Carrier Holdings LLC and Iridium
Carrier Services LLC to Iridium
Holdings;
|
·
|
GHQ
has received a certification from Iridium Holdings certifying that 50% or
more of the value of the gross assets of Iridium Holdings does not consist
of U.S. real property interests, or that 90% or more of the value of the
gross assets of Iridium Holdings does not consist of U.S. real property
interests plus cash or cash
equivalents;
|
·
|
GHQ
has received a certification from Baralonco and Syncom that each of them
is not, and has not been, a United States real property holding
corporation as defined in the Code;
|
·
|
GHQ
has received an affidavit by the custodians of the shares of Baralonco,
substantially to the effect that in its capacity as custodian, each has
actual knowledge of the ultimate beneficial owner of the shares who has
been the ultimate beneficial owner of the shares of Baralonco from the
date of Baralonco’s formation to the closing of the acquisition;
and
|
·
|
Baralonco
has delivered evidence to GHQ that it has repaid all of its outstanding
debt and all other liabilities.
|
·
|
GHQ’s
representations and warranties must be true and correct in all respects
(without giving effect to any limitations as to materiality or GHQ
Material Adverse Effect contained therein) at and as of the closing of the
acquisition (or, to the extent any such representation and warranty
specifically states that it refers to an earlier date, on and as of such
earlier date), except where the failures of such representations and
warranties to be so true and correct, in the aggregate, would not
reasonably be expected to have a GHQ Material Adverse
Effect;
|
·
|
GHQ
must have performed, in all material respects, its obligations to be
performed at or prior to the closing of the
acquisition;
|
·
|
the
current officers of GHQ have resigned and the current officers of Iridium
Holdings have been duly appointed as officers of GHQ and the directors
described above have been duly appointed as directors of
GHQ;
|
·
|
GHQ
has made appropriate arrangements to have the trust account disbursed to
GHQ immediately prior to the closing of the
acquisition;
|
·
|
GHQ
and its affiliates have executed and delivered the registration rights
agreement; and
|
·
|
GHQ
has executed and delivered the pledge
agreements.
|
·
|
by
mutual written consent of Iridium Holdings and
GHQ;
|
·
|
by
either Iridium Holdings or GHQ if the acquisition is not consummated by
June 29, 2009 (if all required regulatory approvals have been obtained) or
February 14, 2010 (if the only condition to closing still not fulfilled as
of June 29, 2009 is the obtaining of all regulatory approvals) (the “End
Date”);
|
·
|
by
either Iridium Holdings or GHQ if any material law or final,
non-appealable order prohibits the consummation of the transactions
contemplated by the transaction
agreement;
|
·
|
by
either Iridium Holdings or GHQ if the stockholders of GHQ fail to approve
at the GHQ special meeting or any adjournment thereof the adoption of the
transaction agreement, the issuance of GHQ common stock to the Sellers,
the amendment of GHQ’s certificate of incorporation and the adoption of
the a stock incentive plan;
|
·
|
by
GHQ if there has been a breach by Iridium Holdings or a Seller of any
representation or warranty or failure to perform any covenant or
obligation that would result in the failure of that party to satisfy a
condition to the closing, and such condition is incapable of being
satisfied by the End Date;
|
·
|
by
Iridium Holdings if there has been a breach by GHQ of any representation
or warranty or failure to perform any covenant or obligation that would
result in the failure of GHQ to satisfy a condition to the closing, and
such condition is incapable of being satisfied by the End Date;
or
|
·
|
by
Iridium Holdings if the special meeting has not been held within 90 days
of this proxy statement being cleared by the
SEC.
|
·
|
change
our name to “Iridium Communications
Inc.,”
|
·
|
permit
our continued existence after February 14,
2010,
|
·
|
increase
the number of our authorized shares of common stock,
and
|
·
|
eliminate
the different classes of our board of
directors;
|
·
|
All
of our directors, Messrs. Bok, Niehaus, Rush, Canfield and Clarke, and our
founding stockholder own 200,000, 200,000, 43,479, 43,479, 43,479 and
8,369,563 units of GHQ, respectively. Each of Messrs. Rush, Canfield and
Clarke purchased his units prior to our IPO for an aggregate price of
$128.00 and had an aggregate market value of $391,311, based upon the last
sale price of $9.00 on the AMEX on November 19, 2008, 2008. If
our proposals are not approved and GHQ is unable to complete another
business combination by February 14, 2010, GHQ will be required to
liquidate. In such event, the 8.5 million units held by Messrs.
Rush, Canfield and Clark and our founding stockholder will be worthless
because Messrs. Rush, Canfield and Clarke and our founding stockholder
have agreed that they will not receive any liquidation proceeds with
respect to such shares. Accordingly, Messrs. Rush, Canfield and Clarke and
our founding stockholder have a financial interest in the completion of
the acquisition. The 400,000 shares purchased by Messrs. Bok
and Niehaus in the IPO would receive liquidation
proceeds. Messrs. Bok and Niehaus each purchased 200,000 units
in the IPO.
|
·
|
In
addition to the shares of GHQ common stock, our founding stockholder
purchased for $8.0 million warrants to purchase up to 8.0 million shares
of GHQ common stock at $1.00 per share. These warrants have an
exercise price of $7.00 per share. If GHQ is unable to complete
a business combination by February 14, 2010 and liquidates its assets,
there will be no distribution with respect to these warrants, and the
warrants will thereby expire
worthless.
|
·
|
Two
of our directors, Messrs. Bok and Niehaus purchased units in our
IPO. In addition, Messrs. Bok and Niehaus own shares in our
founding stockholder that give them indirect ownership interests in GHQ.
Because of their indirect ownership interests, each of Messrs. Bok and
Niehaus has financial interests in the completion of the acquisition over
and above their interests as holders of our
units.
|
·
|
If
the acquisition is completed, certain of our current directors will
continue as directors of GHQ. These non-executive directors will be
entitled to receive any cash fees, stock options, stock awards or other
compensation arrangements that our board of directors determines to
provide our non-executive
directors.
|
Statement
of Operations Data:
|
November
2, 2007 (inception) to September 30, 2008
|
Nine
Months Ended September 30, 2008
|
||||||
Other
income (interest)
|
$ | 4,936,297 | $ | 4,936,297 | ||||
Loss
from operations
|
(304,007 | ) | (300,195 | ) | ||||
Net
income before income taxes
|
4,632,290 | 4,636,102 | ||||||
Provision
for income taxes
|
(2,087,763 | ) | (2,087,763 | ) | ||||
Net
income
|
2,544,527 | 2,548,339 | ||||||
Net
income per share (basic and diluted)
|
--------- | 0.06 | ||||||
Weighted
average shares outstanding (basic and diluted)
|
--------- | 41,511,588 | ||||||
Balance
Sheet Data:
|
December
31, 2007
|
September
30, 2008
|
||||||
Working
capital (excludes cash held in trust account)
|
$ | (294,434 | ) | $ | (12,752,266 | ) | ||
Total
assets
|
500,000 | 404,438,928 | ||||||
Total
liabilities
|
478,812 | 13,288,776 | ||||||
Common
stock, subject to possible conversion (11,999,999 shares at conversion
value)
|
--------- | 119,999,999 | ||||||
Stockholders’
equity
|
21,188 | 271,150,153 |
Years
Ended December 31
|
Nine
Months Ended
September
30
|
|||||||||||||||||||||||||||
Statement
of Operations Data:
|
2003
|
2004
|
2005
|
2006
|
2007
|
2007
|
2008
|
|||||||||||||||||||||
Revenue:
|
||||||||||||||||||||||||||||
Government
Services
|
39,112 | 45,069 | 48,347 | 50,807 | 57,850 | 41,853 | 48,826 | |||||||||||||||||||||
Commercial
Services
|
42,527 | 49,611 | 60,690 | 77,661 | 101,172 | 73,207 | 97,542 | |||||||||||||||||||||
Subscriber
Equipment
|
17,046 | 26,811 | 78,663 | 83,944 | 101,879 | 78,548 | 97,824 | |||||||||||||||||||||
Operating
expenses:
|
||||||||||||||||||||||||||||
Cost
of subscriber equipment sales
|
18,481 | 26,463 | 62,802 | 60,068 | 62,439 | 48,347 | 55,261 | |||||||||||||||||||||
Network
and satellite operations and maintenance(a)
|
50,008 | 50,248 | 56,909 | 60,685 | 60,188 | 44,223 | 47,451 | |||||||||||||||||||||
Selling,
general and administrative(a)
|
30,210 | 32,487 | 30,135 | 33,468 | 46,350 | 32,829 | 42,966 | |||||||||||||||||||||
Research
and development(b)
|
19,448 | 9,044 | 4,334 | 4,419 | 17,370 | 11,241 | 23,500 | |||||||||||||||||||||
Depreciation
and amortization
|
6,695 | 7,132 | 7,722 | 8,541 | 11,380 | 7,598 | 8,959 | |||||||||||||||||||||
Satellite
system development refund(b)
|
- | - | (14,000 | ) | - | - | - | - | ||||||||||||||||||||
Total
operating expenses
|
124,842 | 125,374 | 147,902 | 167,181 | 197,727 | 144,238 | 178,137 | |||||||||||||||||||||
Operating
Profit
|
(26,157 | ) | (3,883 | ) | 39,798 | 45,231 | 63,174 | 49,370 | 66,055 | |||||||||||||||||||
Other
(expense) income:
|
||||||||||||||||||||||||||||
Interest
expense
|
(8,361 | ) | (9,122 | ) | (5,106 | ) | (15,179 | ) | (21,771 | ) | (16,520 | ) | (14,325 | ) | ||||||||||||||
Interest
expense recovered
|
- | - | 2,526 | - | - | - | - | |||||||||||||||||||||
Interest
and other income
|
104 | 483 | 2,377 | 1,762 | 2,370 | 1,745 | 605 | |||||||||||||||||||||
Total
other (expense) income, net
|
(8,257 | ) | (8,639 | ) | (203 | ) | (13,417 | ) | (19,401 | ) | (14,775 | ) | (13,720 | ) | ||||||||||||||
Net
income
|
(34,414 | ) | (12,522 | ) | 39,595 | 31,814 | 43,773 | 34,595 | 52,335 | |||||||||||||||||||
Balance
Sheet Data:
|
||||||||||||||||||||||||||||
Total
current assets
|
54,927 | 59,921 | 65,385 | 84,035 | 80,342 | 86,021 | 132,312 | |||||||||||||||||||||
Total
assets
|
153,737 | 150,514 | 129,397 | 161,525 | 167,581 | 164,762 | 219,749 | |||||||||||||||||||||
Total
members’ deficit
|
(77,484 | ) | (90,008 | ) | (57,262 | ) | (121,189 | ) | (78,447 | ) | (86,386 | ) | (27,178 | ) | ||||||||||||||
Years
Ended December 31
|
Nine
Months Ended
September
30
|
|||||||||||||||||||||||||||
Statement
of Operations Data:
|
2003
|
2004
|
2005
|
2006
|
2007
|
2007
|
2008
|
Other
Data:
|
||||||||||||||||||||||||||||
Cash
provided by (used in):
|
||||||||||||||||||||||||||||
Operating
activities
|
6,465 | 10,107 | 30,742 | 41,071 | 36,560 | 29,889 | 61,575 | |||||||||||||||||||||
Investing
activities
|
(293 | ) | (1,608 | ) | (9,661 | ) | (11,039 | ) | (19,787 | ) | (13,066 | ) | (9,216 | ) | ||||||||||||||
Financing
activities
|
(6,982 | ) | (5,542 | ) | (18,887 | ) | (8,032 | ) | (26,526 | ) | (22,526 | ) | (9,882 | ) | ||||||||||||||
EBITDA(c)
|
(19,413 | ) | 3,554 | 49,595 | 54,243 | 74,732 | 57,102 | 74,603 | ||||||||||||||||||||
Certain
other items included in EBITDA(d)
|
- | - | - | - | 1,777 | 675 | 8,641 |
Years
Ended December 31
|
Nine
Months Ended
September
30
|
|||||||||||||||||||||||||||
2003
|
2004
|
2005
|
2006
|
2007
|
2007
|
2008
|
||||||||||||||||||||||
Net
income
|
(34,414 | ) | (12,522 | ) | 39,595 | 31,814 | 43,773 | 34,595 | 52,335 | |||||||||||||||||||
Interest
expense
|
8,361 | 9,122 | 5,106 | 15,179 | 21,771 | 16,520 | 14,325 | |||||||||||||||||||||
Interest
expense recovered
|
- | - | (2,526 | ) | - | - | - | - | ||||||||||||||||||||
Interest
income
|
(55 | ) | (178 | ) | (302 | ) | (1,291 | ) | (2,192 | ) | (1,611 | ) | (1,016 | ) | ||||||||||||||
Depreciation
and amortization
|
6,695 | 7,132 | 7,722 | 8,541 | 11,380 | 7,598 | 8,959 | |||||||||||||||||||||
EBITDA
|
(19,413 | ) | 3,554 | 49,595 | 54,243 | 74,732 | 57,102 | 74,603 |
Years
Ended December 31
|
Nine
Months Ended
September
30
|
|||||||||||||||||||||||||||
2003
|
2004
|
2005
|
2006
|
2007
|
2007
|
2008
|
||||||||||||||||||||||
Non-recurring
transaction expenses (1)
|
- | - | - | - | - | - | 2,376 | |||||||||||||||||||||
Iridium
NEXT expenses (2)
|
- | - | - | - | 1,777 | 675 | 6,265 | |||||||||||||||||||||
Total
|
1,777 | 675 | 8,641 |
GHL
Acquisition Corp.
|
||||||||||||
Unaudited
Pro Forma Condensed Combined Balance Sheet
|
||||||||||||
As
of September 30, 2008
|
Historical
|
||||||||||||||||||||||||
GHQ
|
Iridium
|
Pro
Forma
Adjustments (assuming minimum conversion) |
Combined
Pro
Forma (assuming minimum conversion) |
Additional
Pro Forma Adjustments (assuming maximum conversion) |
Combined
Pro Forma (assuming maximum conversion) |
|||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||
Assets
|
||||||||||||||||||||||||
Current
assets:
|
||||||||||||||||||||||||
Cash and cash
equivalents
|
490 | 64,582 | (107,100 | ) |
A
|
233,541 | (120,000 | ) |
P
|
118,604 | ||||||||||||||
402,270 |
B
|
5,063 |
C
|
|||||||||||||||||||||
(16,351 | ) |
C
|
||||||||||||||||||||||
(102,000 | ) |
D
|
||||||||||||||||||||||
(8,350 | ) |
E
|
||||||||||||||||||||||
Restricted
cash
|
- | 3,020 | 3,020 | 3,020 | ||||||||||||||||||||
Accounts
receivable
|
- | 44,931 | 44,931 | 44,931 | ||||||||||||||||||||
Inventory
|
- | 16,144 | 5,856 |
F
|
22,000 | 22,000 | ||||||||||||||||||
Prepaid expenses and other current
assets
|
47 | 3,635 | - | 3,682 | 3,682 | |||||||||||||||||||
Total current
assets
|
537 | 132,312 | 174,325 | 307,174 | (114,937 | ) | 192,237 | |||||||||||||||||
Property and equipment,
net
|
- | 61,827 | 369,025 |
G
|
430,852 | 430,852 | ||||||||||||||||||
Restricted cash, net of current
portion
|
- | 15,400 | 15,400 | 15,400 | ||||||||||||||||||||
Deferred financing costs and other
assets
|
- | 10,210 | (3,901 | ) |
D
|
6,309 | 6,309 | |||||||||||||||||
Investments held in trust at
broker
|
402,270 | - | (402,270 | ) |
B
|
- | - | |||||||||||||||||
Deferred tax
asset
|
135 | - | 6,100 |
H
|
6,235 | 6,235 | ||||||||||||||||||
Deferred acquisition
costs
|
1,497 | - | (1,497 | ) |
E
|
- | - | |||||||||||||||||
Intangible
assets
|
- | - | 59,881 |
I
|
59,881 | 59,881 | ||||||||||||||||||
Goodwill
|
- | - | 71,141 |
J
|
71,141 | 71,141 | ||||||||||||||||||
Total
assets
|
404,439 | 219,749 | 272,804 | 896,992 | (114,937 | ) | 782,055 | |||||||||||||||||
Liabilities
|
||||||||||||||||||||||||
Current
liabilities:
|
||||||||||||||||||||||||
Accounts
payable
|
10 | 6,667 | - | 6,677 | 6,677 | |||||||||||||||||||
Accrued expenses and other current
liabilities
|
1,535 | 30,026 | - | 31,561 | 31,561 | |||||||||||||||||||
Credit facility, current
portion
|
- | 32,639 | (3,512 | ) |
D
|
8,727 | 8,727 | |||||||||||||||||
(20,400 | ) |
D
|
||||||||||||||||||||||
Deferred revenue, current
portion
|
- | 24,849 | (14,449 | ) |
K
|
10,400 | 10,400 | |||||||||||||||||
Income tax
payable
|
456 | - | 456 | 456 | ||||||||||||||||||||
Deferred underwriter
commissions
|
11,288 | - | (11,288 | ) |
C
|
- | - | |||||||||||||||||
Total current
liabilities
|
13,289 | 94,181 | (49,649 | ) | 57,821 | - | 57,821 | |||||||||||||||||
Accrued
satellite operations and maintenance expense, net of current
portion
|
- | 10,516 | - | 10,516 | 10,516 | |||||||||||||||||||
Motorola
payable
|
- | 10,575 | (175 | ) |
L
|
10,400 | 10,400 | |||||||||||||||||
Credit
facility
|
- | 127,521 | (14,048 | ) |
D
|
31,873 | 31,873 | |||||||||||||||||
(81,600 | ) |
D
|
||||||||||||||||||||||
Other
long-term liability
|
- | 4,134 | - | 4,134 | 4,134 | |||||||||||||||||||
Income
tax reserve
|
- | - | 678 | 678 | 678 | |||||||||||||||||||
Deferred
tax liability
|
- | - | 74,130 |
H
|
74,130 | 74,130 | ||||||||||||||||||
Total
liabilities
|
13,289 | 246,927 | (70,664 | ) | 189,552 | - | 189,552 | |||||||||||||||||
Common
stock subject to possible conversion
|
120,000 | - | (120,000 | ) |
M
|
- | - | |||||||||||||||||
Stockholders'
equity
|
||||||||||||||||||||||||
Common
stock
|
36 | - | 36 |
N
|
84 | (12 | ) |
P
|
72 | |||||||||||||||
12 |
M
|
|||||||||||||||||||||||
Additional paid-in
capital
|
268,569 | 4,049 | 331,164 |
N
|
704,811 | (119,988 | ) |
P
|
589,886 | |||||||||||||||
(4,049 | ) |
O
|
5,063 |
C
|
||||||||||||||||||||
(1,497 | ) |
E
|
||||||||||||||||||||||
114,925 |
C,M
|
|||||||||||||||||||||||
(8,350 | ) |
E
|
||||||||||||||||||||||
Retained earnings/(accumulated
deficit)
|
2,545 | (28,982 | ) | 28,982 |
O
|
2,545 | 2,545 | |||||||||||||||||
Accumulated other comprehensive income
(loss)
|
- | (2,245 | ) | 2,245 |
O
|
- | - | |||||||||||||||||
Total
stockholders' equity
|
271,150 | (27,178 | ) | 463,468 | 707,440 | (114,937 | ) | 592,503 | ||||||||||||||||
Total
liabilities and stockholders' equity
|
404,439 | 219,749 | 272,804 | 896,992 | (114,937 | ) | 782,055 |
See
accompanying notes to the unaudited pro forma condensed combined financial
statements.
|
GHL
Acquisition Corp.
|
Unaudited
Pro Forma Condensed Combined Statement of Operations
|
For
the Nine Months Ended September 30,
2008
|
Historical
|
|||||||||||||||||||||||||
GHQ
|
Iridium
|
Pro
Forma
Adjustments (assuming minimum conversion) |
Combined
Pro Forma (assuming minimum conversion) |
Additional
Pro Forma Adjustments (assuming maximum conversion) |
Combined
Pro Forma (assuming maximum conversion) |
||||||||||||||||||||
(In
thousands, except per share amounts)
|
|||||||||||||||||||||||||
Revenue:
|
|||||||||||||||||||||||||
Service
|
- | 146,368 | - | 146,368 | 146,368 | ||||||||||||||||||||
Subscriber
equipment
|
- | 97,824 | - | 97,824 | 97,824 | ||||||||||||||||||||
Total
revenue
|
- | 244,192 | - | 244,192 | - | 244,192 | |||||||||||||||||||
Operating
expenses:
|
|||||||||||||||||||||||||
Cost of subscriber equipment
sales
|
- | 55,261 | - | 55,261 | 55,261 | ||||||||||||||||||||
Network operations and
maintenance
|
- | 47,451 | - | 47,451 | 47,451 | ||||||||||||||||||||
Selling, general, and
administrative
|
300 | 42,966 | (2,376 | ) |
E
|
40,890 | 40,890 | ||||||||||||||||||
Depreciation and
amortization
|
- | 8,959 | 55,669 |
G
|
73,611 | 73,611 | |||||||||||||||||||
8,983 |
I
|
||||||||||||||||||||||||
Research and
development
|
- | 23,500 | - | 23,500 | 23,500 | ||||||||||||||||||||
Total operating
expenses
|
300 | 178,137 | 62,276 | 240,713 | - | 240,713 | |||||||||||||||||||
Operating profit
(loss)
|
(300 | ) | 66,055 | (62,276 | ) | 3,479 | - | 3,479 | |||||||||||||||||
Other (expense)
income:
|
|||||||||||||||||||||||||
Interest
expense
|
- | (14,325 | ) | 3,751 |
D
|
(10,574 | ) | (10,574 | ) | ||||||||||||||||
Interest and other
income
|
4,936 | 605 | (4,936 | ) |
Q
|
1,743 | 1,183 | ||||||||||||||||||