- Upon Completion of Transaction, Combined Enterprise Will Be Renamed Iridium Communications Inc. and Apply for Listing on NASDAQ - - Transaction Provides Foundation for Deployment of Iridium's Next Generation Satellite Constellation -
NEW YORK and BETHESDA, Md., Sept. 23 /PRNewswire/ -- GHL Acquisition Corp.
(Amex: GHQ) and Iridium Holdings LLC, a leading provider of voice and data
mobile satellite services ("MSS"), today jointly announced the signing of a
definitive agreement under which they plan to combine. The proceeds of the
transaction will enable Iridium to be debt free and well positioned to develop
its next generation satellite constellation, "Iridium NEXT." GHL Acquisition
is the special purpose acquisition company sponsored by Greenhill & Co., Inc.
(NYSE: GHL), which raised approximately $400 million of gross proceeds earlier
this year, and is approximately 17.5% owned by Greenhill & Co.
The transaction, unanimously approved by the Board of Directors of GHL
Acquisition and Iridium as well as Iridium's major shareholders, values
Iridium at approximately $591 million enterprise value(i). Following
completion of the transaction, the combined enterprise will be renamed
"Iridium Communications Inc." and will apply for listing on the NASDAQ.
Existing owners of Iridium will maintain a significant stake in the combined
company.
Iridium, currently with more than 305,000 subscribers, is the only
provider of truly global satellite voice and data communications solutions
with complete coverage of the entire Earth including oceans, airways and Polar
Regions. Iridium has demonstrated an impressive history of growth since its
re-launch in 2001, increasing subscribers and revenue at 32 percent and 31
percent annual rates, respectively, from 2002 through 2007. The company's
growth continues at a rapid pace with revenue, Operational EBITDA(ii) and net
income growing 31 percent, 55 percent and 87 percent, respectively, in the
first half of 2008 over the same period in 2007.
Scott L. Bok, Chief Executive Officer of GHL Acquisition, said: "After
carefully considering numerous potential acquisition candidates, we are
pleased to have identified such an attractive partner in Iridium and its
management team. Iridium is the fastest-growing full-service voice and data
MSS provider and one of only a handful of major players in its industry, which
has significant barriers to entry. It has developed substantial scale in
terms of revenue and cash flow, and has an impressive track record of growth
across each of its five subscriber verticals. At the agreed transaction
valuation, Iridium should be a compelling alternative to investors in a fast
growing sector with few participants."
Matt Desch, Chief Executive Officer of Iridium, said: "We are excited to
partner with GHL Acquisition and Greenhill in this transaction. Greenhill has
a long track record of value creation in the public equity markets, and we
believe its commitment to Iridium will be extremely valuable as we continue to
grow our business and look to deploy our next generation constellation. Not
only will this transaction permit us to have a strong balance sheet and
potential future funding from GHL Acquisition's future warrant proceeds, but
it will also provide us access to Greenhill's expertise and network of
relationships as we develop Iridium into the future. This transaction
positions us well to meet and exceed the needs and expectations of our
customers, suppliers, employees and stockholders."
Robert H. Niehaus, Senior Vice President of GHL Acquisition who will
become Chairman of the combined company upon completion of the transaction,
added: "Iridium has a superior product relative to its competitors and
provides services that are considered mission-critical by its subscriber base.
The company also operates in an industry with significant barriers to entry in
the form of spectrum and orbital space allocations, lead-times and high
switching costs for subscribers. We look forward to supporting the management
team, under Matt Desch's leadership, as it continues to create value for
Iridium's customers, deliver profitable growth, and realize Iridium's full
potential."
Details of the Transaction
Under terms of the transaction:
-- The transaction values Iridium at approximately $591 million enterprise
value(i).
-- Current shareholders of Iridium will receive approximately $77 million
of cash and 36.0 million common shares upon completion of the transaction.
-- Remaining cash held in trust, approximately $324 million, will be
available to retire Iridium's current net indebtedness of approximately $131
million, pay transaction-related expenses including deferred compensation to
GHL Acquisition's underwriters, and be used by Iridium for general corporate
purposes and capital expenditures.
-- Greenhill & Co. will invest approximately $23 million in Iridium
convertible debt prior to completion of the transaction, for which it will
receive approximately 2.3 million common shares ($10.00 per share) of the
combined company upon completion of the transaction. The proceeds from this
investment will be used for distributions to existing Iridium investors. In
addition, prior to closing of the transaction, Iridium may make up to $15
million of further distributions to its existing shareholders.
-- GHL Acquisition's existing stockholders will own approximately 55
percent of Iridium's common shares outstanding after the completion of the
transaction (stated before tender offer described below and assuming no
shareholders elect redemption).
-- Iridium's current shareholders will remain in the aggregate the
combined company's largest shareholder, with approximately 42 percent of the
common shares outstanding (stated before tender offer described below and
assuming no shareholders elect redemption).
-- Greenhill & Co.'s $23 million pre-completion investment in Iridium will
convert into the remaining 3 percent of outstanding GHL Acquisition shares
upon completion of the transaction (stated before tender offer described below
and assuming no shareholders elect redemption).
-- Post-transaction and after the forfeitures and full participation in
the tender offer described below, GHL Acquisition will have approximately 73.9
million shares outstanding and 46.1 million warrants outstanding, assuming no
GHL Acquisition public shareholders vote against the transaction and elect
conversion. In the case that 30% of GHL Acquisition's current public
shareholders vote against the transaction and elect conversion, approximately
73.3 million shares and 46.1 million warrants will be outstanding, with no
shares tendered.
-- Shares held by Greenhill and its affiliates and by Iridium's current
owners will be subject to lock-up agreements for a period of one year after
completion of the transaction, except for underwritten offerings approved by
the Board anytime after six months from the closing of the transaction.
-- Iridium's existing management team, including CEO Matt Desch, will
continue to lead the combined company.
Completion of the transaction is subject to Federal Communications
Commission approval, expiration of the applicable Hart-Scott-Rodino waiting
period, GHL Acquisition stockholder approval and other customary closing
conditions, and is expected to occur in the first part of 2009.
Duff & Phelps rendered a fairness opinion to the GHL Acquisition Board of
Directors in connection with the transaction and Davis Polk & Wardwell served
as legal advisor to GHL Acquisition. Evercore Partners and Fieldstone
Partners served as financial advisors and Simpson Thacher & Bartlett served as
legal advisor to Iridium.
GHL Acquisition's Tender Offer
GHL Acquisition will launch a tender offer for its common shares which
will close concurrent with completion of the Iridium transaction. Shares will
be acquired at a price per share of $10.50, up to an aggregate purchase price
of $120 million reduced by the amount of cash distributed to stockholders who
vote against the Iridium transaction and elect conversion of their shares.
Securities Forfeitures by Greenhill & Co.
Effective upon completion of the transaction, Greenhill & Co. has agreed
to forfeit the following GHL Acquisition securities which it currently owns:
(1) 1,441,176 common shares; (2) 8,369,563 founder warrants; and (3) 2,000,000
private placement warrants. These forfeitures will reduce the combined
company's shares and warrants outstanding immediately post-closing.
GHL Acquisition Corp. Trust Account Holdings
GHL Acquisition's trust account, from which the majority of the cash used
in the transaction and tender offer will be sourced, is currently invested in
managed funds which exclusively hold short-term obligations of the United
States Treasury, obligations guaranteed by the U.S. Government, its agencies
and instrumentalities and repurchase agreements that are fully collateralized
by such obligations.
Necessary Steps for Consummation of the Transaction
GHL Acquisition cannot complete the transaction unless (1) a majority of
the shares issued in the initial public offering cast at the Special
Stockholders' Meeting, to be scheduled, are voted in favor of the transaction;
(2) holders of no more than 11,999,999 shares of common stock (such number
representing 30 percent minus one share of the 40,000,000 shares of GHL
Acquisition issued in the initial public offering) vote against the
transaction and validly exercise their conversion rights to have their shares
converted into cash; and (3) certain other customary conditions are satisfied.
As provided in GHL Acquisition's certificate of incorporation, each holder
of GHL Acquisition's common stock has the right to convert such holder's
shares into cash if such holder votes against the transaction, validly
exercises such holder's conversion rights and the transaction is approved and
completed.
GHL Acquisition's initial stockholders have agreed to vote the 8,500,000
shares they already own, which were issued to them prior to GHL Acquisition's
initial public offering, in accordance with the vote of the holders of a
majority of the shares issued in the initial public offering.
Additional Facts about Iridium Holdings LLC
Iridium Holdings LLC (http://www.iridium.com) is the only MSS company
offering gap-free, pole-to-pole coverage over the entire globe.
The company delivers reliable, secure, real-time, mission-critical
communications services to and from areas where landlines and
terrestrial-based wireless services are either unavailable or unreliable.
Iridium's constellation consists of 66 low-earth orbiting ("LEO"),
cross-linked satellites operating as a fully meshed network and supported by
multiple in-orbit spares. It is the largest commercial satellite constellation
in the world.
The Iridium service supports mission critical applications in the
maritime, aviation, government/military, emergency/humanitarian services,
mining, forestry, oil and gas, heavy equipment, transportation and utilities
industries. The U.S. Department of Defense ("DoD") and other U.S. and
international governments rely heavily on Iridium for global communications
capabilities. The company sells its products, solutions and services through a
worldwide network of more than 150 distributors.
Iridium supplies both voice and data connections through its global
communications network. Voice services are provided via dedicated handsets, or
through a variety of installed communications systems onboard ships, aircraft
and land-based vehicles. Increasingly incorporated into hundreds of
applications, Iridium's short burst data ("SBD") transceivers provide packet
data connections to every corner of the Earth for machine-to-machine ("M2M")
applications. These applications include transferring asset tracking and
location information, weather reports, email, or any other data requiring a
reliable, global, two-way connection. With SBD subscribers up 157% from June
2007 to June 2008, the M2M sector is Iridium's most rapidly expanding
subscriber vertical.
Iridium has launched a major development program for its next-generation
satellite constellation, Iridium NEXT, which will result in continued and new
Iridium MSS offerings. The company is headquartered in Bethesda, Maryland.
About GHL Acquisition Corp.
GHL Acquisition Corp. is a special purpose acquisition company, launched
in February 2008 in an initial public offering raising $400 million of gross
proceeds. Founded by Greenhill & Co., Inc., GHL Acquisition was formed for the
purpose of acquiring, or acquiring control of, through a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar
business combination, one or more businesses or assets. It currently has no
operating businesses.
About Greenhill & Co., Inc.
Greenhill & Co., Inc. (http://www.greenhill.com) is a leading independent
investment bank that provides financial advice on significant mergers,
acquisitions and restructurings; assists private funds in raising capital from
investors; and manages merchant banking funds. It acts for clients located
throughout the world from its offices in New York, London, Frankfurt, Toronto,
Dallas and San Francisco.
Conference Call Information
GHL Acquisition and Iridium will host a conference call for analysts,
investors and other interested parties on Tuesday, September 23, 2008, at
10:00 a.m. Eastern Time (ET) to discuss the transaction.
To participate, please call the toll-free number 866-393-0612 (U.S.
callers only) or, from outside the U.S., 706-902-1870. The passcode for the
live call is 65367268. For those unable to participate in the live call, a
replay of the call will be available for 30 days toll-free at 866-642-1687
(U.S. callers only), or at 706-645-9291 (callers outside the U.S.). The
passcode for the replay is 65367268. Live and archived versions of the
conference call will also be available online at the following web address:
http://event.meetingstream.com/r.htm?e=121280&s=1&k=900D5788933573FB6EAB6EED0E
BC2EA8. To help ensure the conference begins in a timely manner, please dial
in 5 minutes prior to the scheduled start time.
Presentation slides complementary to the conference call and this press
release are available at the Securities and Exchange Commission (the "SEC")
website (www.sec.gov) as part of the Current Report on Form 8-K filed by GHL
Acquisition or on the Iridium website at http://www.iridium.com.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. The words "anticipates",
"may", "can", "believes", "expects", "projects", "intends", "likely", "will",
"to be" and other expressions that are predictions of or indicate future
events, trends or prospects and which do not relate to historical matters
identify forward-looking statements. These forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of GHL Acquisition Corp. ("GHL
Acquisition") and/or Iridium Holdings LLC ("Iridium") to differ materially
from any future results, performance or achievements expressed or implied by
such forward-looking statements. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements. These risks and uncertainties include, but are not limited to,
uncertainties regarding the timing of the proposed transaction with Iridium,
whether the transaction will be approved by GHL Acquisition's stockholders,
whether the closing conditions will be satisfied (including receipt of
regulatory approvals), as well as industry and economic conditions,
competitive, legal, governmental and technological factors. There is no
assurance that GHL Acquisition's or Iridium's expectations will be realized.
If one or more of these risks or uncertainties materialize, or if our
underlying assumptions prove incorrect, actual results may vary materially
from those expected, estimated or projected. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of the date hereof. Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events.
Additional Information and Where To Find It
This communication is being made with respect to a proposed acquisition
and related transactions involving GHL Acquisition and Iridium. In connection
with these proposed transactions, GHL Acquisition intends to file with the SEC
a preliminary proxy statement and to mail a definitive proxy statement and
other relevant documents to GHL Acquisition's stockholders. The information
contained in this communication is not complete and may be changed. Before
making any voting or investment decisions, GHL Acquisition's stockholders and
other interested persons are urged to read, when it becomes available, GHL
Acquisition's preliminary proxy statement, and any amendments thereto, and the
definitive proxy statement in connection with GHL Acquisition's solicitation
of proxies for the special meeting to be held to approve the acquisition and
any other relevant documents filed with the SEC because they will contain
important information about Iridium, GHL Acquisition and the proposed
transactions. The definitive proxy statement will be mailed to GHL
Acquisition stockholders as of a record date to be established for voting on
the proposed acquisition. Stockholders and other interested persons will also
be able to obtain a copy of the preliminary and definitive proxy statements
once they are available, without charge, at the SEC's web site at
http://www.sec.gov or by directing a request to: GHL Acquisition Corp., 300
Park Avenue, 23rd Floor, New York, New York, telephone: (212) 372-4180.
GHL Acquisition also intends to launch a tender offer for its common
shares which tender offer will be expected to close concurrent with the
closing of the acquisition of Iridium. The tender has not yet commenced. This
communication is neither an offer to purchase nor a solicitation of an offer
to sell shares of GHL Acquisition. Upon commencement of the tender offer, GHL
Acquisition will file with the SEC a tender offer statement on Schedule TO and
related exhibits, including the offer to purchase, letter of transmittal and
other related documents. GHL Acquisition stockholders and other investors
should read these materials carefully when such documents are filed and become
available, as they will contain important information about the terms and
conditions of the tender offer. Stockholders and other interested persons will
also be able to obtain these documents once they are available, without
charge, at the SEC's website at http://www.sec.gov, or by directing a request
to : GHL Acquisition Corp., 300 Park Avenue, 23rd Floor, New York, New York,
telephone: (212) 372-4180.
Participants in the Solicitation
GHL Acquisition and its directors and officers may be deemed to be
participants in the solicitation of proxies to GHL Acquisition's stockholders
in connection with the acquisition. A list of the names of those directors
and officers and a description of their interests in GHL Acquisition is
contained in GHL Acquisition's report on Form 10-K for the fiscal year ended
December 31, 2007, which is filed with the SEC, and will also be contained in
GHL Acquisition's proxy statement when it becomes available. GHL
Acquisition's stockholders may obtain additional information about the direct
and indirect interests of the participants in the acquisition, by security
holdings or otherwise, by reading GHL Acquisition's proxy statement and other
materials to be filed with the SEC when such information becomes available.
Nothing in this communication should be construed as, or is intended to
be, a solicitation for or an offer to provide investment advisory services.
(i) Enterprise value is calculated as $100 million of cash to Iridium
holders ($77.1 from GHL Acquisition and $22.9 million from Greenhill
& Co.) plus $360 million of GHL Acquisition shares to Iridium holders
plus Iridium net indebtedness of $131 million as of June 30, 2008.
(ii) Operational EBITDA is calculated as net income plus net interest
expense, taxes, depreciation, amortization and expenses related to
development of Iridium's next-generation satellite network which are
not capitalized under GAAP minus any revenues related to the next-
generation network.
SOURCE Iridium Holdings LLC
